20-F

As filed with the Securities and Exchange Commission on April 5, 2017

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

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

For the fiscal year ended December 31, 2016

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)

with a copy to:

Taryn L. Harmse

Executive Vice-President: Group General Counsel

Tel: 011-27-11-562-9724

Fax: 011-27-86-720-2704

Taryn.Harmse@goldfields.com

150 Helen Road

Sandown, Sandton, 2196

South Africa

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

and

Thomas B. Shropshire, Jr.

Linklaters LLP

Tel: 011-44-20-7456-2000

Fax: 011-44-20-7456-2222

One Silk Street

London EC2Y 8HQ

United Kingdom

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

820,606,945 ordinary shares of par value Rand 0.50 each

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:    Yes  ☒    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  ☒

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  ☒    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  ☒    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  ☒                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  ☐        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  ☒

(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  ☐

PRESENTATION OF FINANCIAL INFORMATION

Gold Fields Limited, or Gold Fields or the Company, is a South African company and in fiscal 2016 13%, 32%, 43% and 12% of Gold Fields’ operations, based on gold-equivalent production, were located in South Africa, Ghana, Australia and Peru, respectively. Its books of account are maintained in South African Rand. The reporting currency of the Gold Fields consolidated financial statements is the U.S. dollar. The Group’s annual and interim financial statements are prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board and as prescribed by law (refer to the “Basis of preparation” section of the accounting policies to the consolidated financial statements). Until December 31, 2015, Gold Fields also prepared annual financial statements in accordance with United States Generally Accepted Accounting Principles, or US GAAP, for inclusion in the annual report on Form 20-F (refer note 43 to the consolidated financial statements).

Except as otherwise noted, the financial information included in this annual report has been prepared in accordance with IFRS and is presented in U.S. dollars, and for descriptions of critical accounting policies refer to accounting policies under IFRS.

For Gold Fields’ consolidated financial statements, unless otherwise stated, statement of financial position item amounts are translated from Rand and A$ to U.S. dollars at the exchange rate prevailing on the date that it closed its accounts for fiscal 2016 (Rand 14.03 per $1.00 and $0.72 per A$1.00 as of December 31, 2016), except for specific items included within shareholders’ equity and the statements of cash flows that are translated at the rate prevailing on the date the relevant transaction was entered into, and income statement item amounts are translated from Rand and A$ to U.S. dollars at the weighted average exchange rate for each period (Rand 14.70 per $1.00 and $1.00 per A$0.75 for fiscal 2016).

In this annual report, Gold Fields presents the financial items “all-in sustaining costs”, or AISC, “all-in sustaining costs per ounce”, “all-in costs”, or AIC, and “all-in costs per ounce”, which have been determined using industry standards promulgated by the World Gold Council, or WGC, and are non-IFRS measures. The WGC standard was released by the WGC on June 27, 2013. Gold Fields voluntarily adopted and implemented these metrics as from the quarter ended June 2013. An investor should not consider these items in isolation or as alternatives to operating costs, profit before tax, profit for the year, cash flows from operating activities or any other measure of financial performance presented in accordance with IFRS. While the WGC provided definitions for the calculation of AISC and AIC, the calculation of AISC, AISC per ounce, AIC and AIC 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—All-in sustaining costs” and “Information on the Company—Glossary of Mining Terms—All-in costs”.

Gold Fields also presents “net cash flow” in this annual report which is a non-IFRS measure. An investor should not consider this item in isolation or as an alternative to cash flow from operating activities, cash and cash equivalents or any other measure presented in accordance with IFRS. Net cash flow is defined as net cash flow from operations less the South Deep dividend, net capital expenditure (additions to property, plant and equipment less proceeds on disposal of property, plant and equipment), and environmental trust fund and rehabilitation payments, as per the consolidated statements of cash flows. The definition for the calculation of net cash flow may vary significantly between companies, and by itself does not necessarily provide a basis for comparison with other companies. See “Information on the Company—Glossary of Mining Terms—net cash flow”.

The financial results of Sibanye Gold (as defined below) included in this annual report, which include the KDC and Beatrix mines, have been presented as discontinued operations as a result of the Spin-off (as defined below) in the income statements and statements of cash flows for all relevant periods presented. The financial information presented in this annual report refers to continuing operations unless otherwise stated.

i

Market Information

This annual report includes industry data about Gold Fields’ markets obtained from industry surveys, industry publications, market research and other publicly available third-party information. Industry surveys and industry publications generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed. Gold Fields and its advisors have not independently verified this data.

In addition, in many cases, statements in this annual report regarding the gold mining industry and Gold Fields’ position in that industry have been made based on internal surveys, industry forecasts, market research, as well as Gold Fields’ own experiences. While these statements are believed by Gold Fields to be reliable, they have not been independently verified.

ii

DEFINED TERMS AND CONVENTIONS

In this annual report, all references to the “Group” are to Gold Fields and its subsidiaries. On February 18, 2013, or the Spin-off date, Gold Fields completed the separation of its wholly-owned subsidiary, Sibanye Gold Limited, or Sibanye Gold (formerly known as GFI Mining South Africa Proprietary Limited, or GFIMSA), which includes the KDC and Beatrix mining operations, or the Spin-off.

In this annual report, all references to “fiscal 2012” are to the 12-month period ended December 31, 2012, “fiscal 2013” are to the 12-month period ended December 31, 2013, all references to “fiscal 2014” are to the 12-month period ended December 31, 2014, all references to “fiscal 2015” are to the 12-month period ended December 31, 2015, all references to “fiscal 2016” are to the 12-month period ended December 31, 2016 and all reference to “fiscal 2017” are to the 12-month period ending December 31, 2017. 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 “Chile” are to the Republic of Chile, all references to “Finland” are to the Republic of Finland, all references to “Peru” are to the Republic of Peru, all references to “Mali” are to the Republic of Mali, all references to the “Philippines” are to the Republic of the Philippines and all references to the “United States” and “U.S.” mean the United States of America, its territories and possessions and any state of the United States and the District of Columbia.

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.

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”, or in kilograms, which are referred as “kg”. Ore grades are provided in grams per metric tonne, which are referred to as “grams per tonne” or “g/t”. All references to “tonnes” or “t” in this annual report are to metric tonnes. All references to “gold” include gold and gold equivalent ounces, unless otherwise specified or where the context suggests otherwise. 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. AIC, net of by-product revenue, and AISC, net of by-product revenue, are calculated per ounce of gold sold, excluding gold equivalent ounces. See “Operating and Financial Review and Prospects—All-in Sustaining and All-in Cost”.

This annual report contains references to the “total recordable injury frequency rate”, or TRIFR, at each Gold Fields operation—which was introduced in 2013. The TRIFR at each operation includes the total number of fatalities, lost time injuries, medically treated injuries, or MTI, and restricted work injuries, or RWI, per million man hours. A lost time injury, or LTI, is a work-related injury resulting in the employee or contractor being unable to attend work for a period of one or more days after the day of the injury (i.e., the employee or contractor is unable to perform any of his/her duties). An MTI is a work-related injury sustained by an employee or contractor which does not incapacitate that employee and who, after having received medical treatment, is deemed fit to immediately resume his/her normal duties on the next calendar day, immediately following the treatment or re-treatment. An RWI is a work-related injury sustained by an employee or contractor which results in the employee or contractor being unable to perform one or more of their routine functions for a full working day, from the day after the injury occurred but the employee or contractor can still perform some of his/her duties.

In this annual report, “R” and “Rand” refer to the South African Rand and “SA 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

iii

subunits of the U.S. dollar, “A$” and “Australian dollars” refer to Australian dollars, “GH” refers to Ghana Cedi, “S/.” refers to the Peruvian Nuevo Sol and “CAD” refers to Canadian dollars.

For Gold Fields’ consolidated financial statements, unless otherwise stated, statement of financial position item amounts are translated from Rand and A$ to U.S. dollars at the exchange rate prevailing on the date that it closed its accounts for fiscal 2016 (Rand 14.03 per $1.00 and $0.72 per A$1.00 as of December 31, 2016), except for specific items included within shareholders’ equity and the statements of cash flows that are translated at the rate prevailing on the date the relevant transaction was entered into, and income statement item amounts are translated from Rand and A$ to U.S. dollars at the weighted average exchange rate for each period (Rand 14.70 per $1.00 and $1.00 per A$0.75 for fiscal 2016).

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.

iv

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, 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.

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:

• the success of the Group’s business strategy, development activities and other initiatives;

• decreases in the market price of gold or copper;

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

• changes in assumptions underlying Gold Fields’ mineral reserve estimates;

• 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;

• changes in relevant government regulations, particularly labor, environmental, tax, royalty, health and safety, water, regulations and potential new legislation affecting mining and mineral rights;

• court decisions affecting the South African mining industry, including without limitation regarding the interpretation of mineral rights legislation and the treatment of health and safety claims;

• the ability of the Group to comply with requirements that it operate in a sustainable manner and provide benefits to affected communities;

• 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 occurrence of labor disruptions and industrial actions;

• power cost increases as well as power stoppages, fluctuations and usage constraints;

• fraud, bribery or corruption at Gold Field’s operations that leads to censure, penalties or negative reputational impacts;

• the occurrence of hazards associated with underground and surface gold mining or contagious diseases (and associated legal claims) at Gold Fields’ operations;

• loss of senior management or inability to hire or retain employees;

• political instability in South Africa, Ghana, Peru or regionally in Africa or South America;

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

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

• supply chain shortages and increases in the prices of production imports;

v

• the adequacy of the Group’s insurance coverage; and

• 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.

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.

vi

TABLE OF CONTENTS

	Page
PART I		1
ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		1
ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE		1
ITEM 3: KEY INFORMATION		1
RISK FACTORS		5
ITEM 4: INFORMATION ON THE COMPANY		28
ITEM 4A: UNRESOLVED STAFF COMMENTS		154
ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS		155
ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		211
ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		250
ITEM 8: FINANCIAL INFORMATION		251
ITEM 9: THE OFFER AND LISTING		252
ITEM 10: ADDITIONAL INFORMATION		255
ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		277
ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		281
PART II		282
ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		282
ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		283
ITEM 15: CONTROLS AND PROCEDURES		284
ITEM 16A: AUDIT COMMITTEE FINANCIAL EXPERT		285
ITEM 16B: CODE OF ETHICS		286
ITEM 16C: PRINCIPAL ACCOUNTANT FEES AND SERVICES		287
ITEM 16D: EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		288
ITEM 16E: PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		289
ITEM 16F: CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		290
ITEM 16G: CORPORATE GOVERNANCE		291
ITEM 16H: MINE SAFETY DISCLOSURE		292
PART III		293
ITEM 17: FINANCIAL STATEMENTS		293
ITEM 18: FINANCIAL STATEMENTS		294
ITEM 19: EXHIBITS		296
SIGNATURES		299

vii

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 fiscal 2016, fiscal 2015 and fiscal 2014 and as of December 31, 2016 and 2015 has been derived from Gold Fields’ audited consolidated financial statements for those years and as of those dates and the related notes, as included elsewhere in this annual report. The selected historical consolidated financial data for fiscal 2013 and fiscal 2012 and as of December 31, 2014, 2013 and 2012 has been derived from Gold Fields’ audited consolidated financial statements, which are not included in this annual report. The selected historical consolidated financial data presented below have been derived from consolidated financial statements which have been prepared in accordance with IFRS as issued by the International Accounting Standards Board. As a result of the Spin-off, the financial results of Sibanye Gold, which include the KDC and Beatrix mines, have been presented as discontinued operations in the consolidated financial statements for fiscal 2013 and the comparative income statements and statements of cash flows have been presented as if Sibanye Gold had been discontinued for all periods presented below. The Other Operating Data presented has been calculated as described in the footnotes to the table below:

	Fiscal Period Ended December 31,
	2016			2015			2014			2013			2012
	($ million, unless otherwise stated)
Consolidated Income Statement Data
Revenue		2,749.5			2,545.4			2,868.8			2,906.3			3,530.6
Cost of sales		(2,066.7	)		(2,066.1	)		(2,334.4	)		(2,277.8	)		(2,151.0	)
Net operating profit		682.8			479.3			534.4			628.5			1,379.6
Investment income		8.3			6.3			4.2			8.5			16.3
Finance expense		(78.3	)		(82.9	)		(99.2	)		(69.5	)		(55.3	)
Gain/(loss) on financial instruments		14.4			(4.7	)		(11.5	)		(0.3	)		(0.5	)
Foreign exchange (loss)/gain		(6.4	)		9.5			8.4			7.3			(13.8	)
Other costs, net		(16.8	)		(21.2	)		(62.5	)		(97.2	)		(15.6	)
Share-based payments		(14.4	)		(10.9	)		(26.0	)		(40.5	)		(45.5	)
Long-term incentive plan		(11.0	)		(5.3	)		(8.7	)		—			—
Exploration expense		(92.2	)		(53.5	)		(47.2	)		(65.9	)		(128.5	)
Feasibility and evaluation costs		—			—			—			(47.7	)		(44.1	)
Share of results of equity accounted investees after taxation		(2.3	)		(5.7	)		(2.4	)		(18.4	)		(49.7	)
Restructuring costs		(11.7	)		(9.3	)		(42.0	)		(39.4	)		(50.8	)
Impairment of investments and assets		(76.5	)		(221.1	)		(26.7	)		(809.5	)		(98.2	)
Profit on disposal of investments		2.3			0.1			0.5			17.8			27.6
Profit on disposal of Chucapaca		—			—			4.6			—			—
Profit/(loss) on disposal of assets		48.0			(0.1	)		(1.3	)		1.6			0.3
Profit/(loss) before royalties and taxation		446.2			80.5			224.6			(524.7	)		921.8

1

	Fiscal Period Ended December 31,
	2016			2015			2014			2013			2012
	($ million, unless otherwise stated)
Royalties		(80.4	)		(76.0	)		(86.1	)		(90.5	)		(116.7	)
Profit/(loss) before taxation		365.8			4.5			138.5			(615.2	)		805.1
Mining and income taxation		(192.1	)		(247.1	)		(118.1	)		20.1			(456.6	)
Profit/(loss) from continuing operations		173.7			(242.6	)		20.4			(595.1	)		348.5
Profit from discontinued operations, net of taxation		—			—			—			287.9			384.9
Profit/(loss) for the year		173.7			(242.6	)		20.4			(307.2	)		733.4
Profit/(loss) attributable to:
Owners of the parent		162.8			(242.1	)		12.8			(295.7	)		701.2
—Continuing operations		162.8			(242.1	)		12.8			(583.6	)		316.4
—Discontinued operations		—			—			—			287.9			384.8
Non-controlling interest holders		10.9			(0.5	)		7.6			(11.5	)		32.2
—Continuing operations		10.9			(0.5	)		7.6			(11.5	)		32.1
—Discontinued operations		—			—			—			—			0.1
		173.7			(242.6	)		20.4			(307.2	)		733.4
Earnings/(loss) per share attributable to ordinary shareholders of the Company:
Basic earnings/(loss) per share from continuing operations—cents		20			(31	)		2			(79	)		44
Basic earnings per share from discontinued operations—cents		—			—			—			39			53
Diluted basic earnings/(loss) per share from continuing operations—cents		20			(31	)		2			(79	)		43
Diluted basic earnings per share from discontinued operations—cents		—			—			—			39			53
Dividend per share (Rand)		0.71			0.24			0.42			0.75			3.90
Dividend per share ($)		0.05			0.02			0.04			0.08			0.50
Other Operating Data—Continuing Operations
All-in-sustaining costs net of by-product revenue per ounce of gold sold(1)		980			1,007			1,053			1,202			1,310
All-in-cost net of by-product revenue per ounce of gold sold(1)		1,006			1,026			1,087			1,312			1,537
All-in-sustaining costs gross of by-product revenue per equivalent ounce of gold sold(1)		987			1,000			1,053			1,206			1,331
All-in-cost gross of by-product revenue per equivalent ounce of gold sold(1)		1,012			1,018			1,086			1,307			1,539

Note:

(1) Gold Fields has calculated AISC net of by-product revenue per ounce of gold sold by dividing total AISC net of by-product revenue, as determined using the guidance provided by the WGC, by only gold ounces sold. Total AISC costs, as defined by the WGC, are operating costs (as per note 2 to the consolidated financial statements) excluding amortization and depreciation plus all costs not included therein relating to sustaining current production including sustaining capital expenditure. The value of by-product revenues (i.e. silver and copper) is deducted from operating costs excluding amortization and depreciation as it effectively reduces the cost of gold production. The AIC net of by-product revenue starts with AISC costs net of by-product revenue and adds additional costs which relate to the growth of the Group, including non-sustaining capital expenditure and exploration, evaluation and feasibility costs not associated with

2

current operations. AISC costs and AIC are reported on a per ounce of gold basis, net of by-product revenues (as per the WGC definition), as well as on a per ounce of gold equivalent basis, gross of by-product revenues. Changes in total AISC and AIC 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. Total AISC and all-in cost per ounce are not IFRS measures. Management, however, believes that total AISC cost and total all-in cost per ounce will be helpful to investors, governments, local communities and other stakeholders in understanding the economics of gold mining. For a description of AISC costs and AIC and a reconciliation of Gold Fields’ AISC costs and AIC to its operating costs excluding amortization and depreciation costs for fiscal 2016, 2015 and 2014, see “Operating and Financial Review and Prospects—All-in Sustaining and All-in Cost”.

	As of December 31,
	2016			2015			2014			2013			2012
	($ million, unless otherwise stated)
Consolidated Statement of Financial Position Data
ASSETS
Non-current assets		5,282.0			4,969.6			5,764.9			6,234.7			7,197.1
Property, plant and equipment		4,547.8			4,312.4			4,895.7			5,388.9			6,258.4
Goodwill		317.8			295.3			385.7			431.2			520.3
Inventories		132.8			132.8			132.8			93.8			96.3
Equity-accounted investees		170.7			129.1			252.4			237.5			232.1
Investments		19.7			10.9			5.5			7.5			38.4
Environmental trust funds		44.5			35.0			30.4			23.9			10.0
Deferred taxation		48.7			54.1			62.4			51.9			41.6
Current assets		1,052.7			908.1			1,092.8			1,061.4			3,875.5
Inventories		329.4			298.2			368.3			404.5			427.8
Trade and other receivables		170.2			168.9			226.5			272.7			450.5
Deferred stripping costs		—			—			—			—			2.0
Financial instrument		—			—			—			—			7.0
Cash and cash equivalents		526.7			440.0			458.0			325.0			606.3
Assets held for sale/distribution		26.4			1.0			40.0			59.2			2,381.9
Total assets		6,334.7			5,877.7			6,857.7			7,296.1			11,072.6
EQUITY AND LIABILITIES
Equity attributable to owners of the parent		3,067.0			2,656.1			3,538.8			3,851.4			5,981.6
Share capital		59.6			58.1			57.9			57.8			55.9
Share premium		3,562.9			3,412.9			3,412.9			3,412.9			4,544.0
Other reserves		(2,126.4	)		(2,262.2	)		(1,636.5	)		(1,340.8	)		(700.8	)
Retained earnings		1,570.9			1,447.3			1,704.5			1,721.5			2,082.5
Non-controlling interest		122.6			111.9			124.5			193.8			209.4
Total equity		3,189.6			2,768.0			3,663.3			4,045.2			6,191.0
Non-current liabilities		2,285.7			2,545.6			2,481.3			2,627.4			2,681.0
Deferred taxation		465.5			487.3			387.0			399.4			589.5
Borrowings		1,504.9			1,761.6			1,765.7			1,933.6			1,828.8
Provisions		291.7			284.1			320.3			294.4			262.7
Long-term incentive plan		23.6			12.6			8.3			—			—

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	As of December 31,
	2016		2015		2014		2013		2012
	($ million, unless otherwise stated)
Current liabilities		859.4		564.1		713.1		623.5		2,200.6
Trade and other payables		543.3		427.6		509.7		462.4		538.4
Royalties payable		20.2		18.5		20.4		23.1		32.5
Taxation payable		107.9		59.3		37.8		11.5		148.4
Current portion of borrowings		188.0		58.7		145.2		126.5		40.0
Liabilities held for sale/distribution		—		—		—		—		1,441.3
Total equity and liabilities		6,334.7		5,877.7		6,857.7		7,296.1		11,072.6
Net assets (excluding non-controlling interest) or equity attributable to owners of the parent		3,067.0		2,656.1		3,538.8		3,851.4		5,981.6
Net debt		1,166.2		1,380.3		1,452.9		1,735.1		1,262.5
Other Financial Data
Number of ordinary shares as adjusted to reflect changes in capital structure (including treasury shares)		820,606,945		777,450,492		772,272,821		768,016,593		730,393,143

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. All exchange rates are sourced from I-Net Bridge (Proprietary) Limited, or I-Net Bridge, being the average rate.

Year ended	Average
December 31, 2012		8.19	(1)
December 31, 2013		9.60	(1)
December 31, 2014		10.82	(1)
December 31, 2015		12.68	(1)
December 31, 2016		14.70	(1)
Through April 3, 2017		13.22	(1)

Note:

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

Month ended	High		Low
October 31, 2016		14.35		13.46
November 30, 2016		14.42		13.24
December 31, 2016		14.13		13.45
January 31, 2017		13.79		13.24
February 28, 2017		13.47		12.87
March 31, 2017		13.44		12.42

The closing rate for the Rand on April 3, 2017, as reported by I-Net Bridge was Rand 13.69 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, or NYSE. 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. These factors should be considered carefully, together with the information and financial data set forth in this document.

Gold Fields may experience unforeseen difficulties, delays or costs in implementing its business strategy and projects, including any strategic projects, cost-cutting initiatives, divestments and other initiatives and any such strategy or project may not result in the anticipated benefits.

The ability to grow the business will depend on the successful implementation of Gold Fields’ existing and proposed strategic initiatives, such as the ramping up of production at South Deep (which accounts for 72% of Gold Fields’ mineral reserves as at December 31, 2016), the reinvestment of Damang, the development of the Gruyere Gold project, or the Gruyere Gold Project or Gruyere, as well as the achievement of a 15% free cash flow margin, or FCF Margin, at a gold price of U.S.$1,300 per ounce. See “Information on the Company—Strategy”. The Gruyere Gold Project is exposed to all of the risks described below in “—To the extent that Gold Fields seeks to add to or replace its reserve base through exploration, it may experience problems associated with mineral exploration or developing mining projects.”

The successful implementation of the Company’s strategic initiatives depends upon many factors, including those outside its control. For example, the successful achievement of a 15% FCF Margin at a gold price of U.S.$1,300 per ounce. will depend on, among other things, prevailing market prices for input costs.

Gold Fields may also prove unable to deliver on production targets and other strategic initiatives. Unforeseen difficulties, delays or costs may adversely affect the successful implementation of Gold Fields’ business strategy and projects, and such strategy and projects may not result in the anticipated benefits. For example, Gold Fields is in the process of implementing an operational and ramp up plan at South Deep intended to improve productivity at the mine, which includes the alignment of the mine’s planning process with realistic productivity levels, the implementation of business improvement projects and the implementation of revised support strategies, mining sequence and pillar configuration changes. The implementation of this operational and ramp up plan is complex and there can be no assurance that the implementation of the plan will achieve the result intended or that it will not result in delays, increased costs or other issues. In addition, the reinvestment in the Damang mine may not yield the extension of reserves or life of mine expected. Any such difficulties, delays or costs could prevent Gold Fields from fully implementing its business strategy, which could have a material adverse effect on its business, operating results and financial condition.

Gold Fields is in the process of implementing initiatives relating to its strategic restructuring, including the reduction of marginal mining, cost-efficiency initiatives, increased brownfield exploration, production planning, cost-cutting and divestments. Any future contribution of these measures to profitability will be influenced by the actual benefits and savings achieved and by Gold Fields’ ability to sustain these ongoing efforts. Strategic restructuring and cost-cutting initiatives may involve various risks, including, for example, labor unrest and operating license withdrawal. The risk is elevated in South Africa, given Gold Fields’ mining rights obligations. See “—Gold Fields’ mineral rights are subject to legislation, which could impose significant costs and burdens and which impose certain ownership requirements, the interpretation of which are the subject of dispute”.

In addition, these initiatives may not be implemented as planned; turn out to be less effective than anticipated; only become effective later than anticipated; or not be effective at all. Depending on the nature of the outcomes of the initiatives, they, individually or in combination, may have a material adverse effect on Gold Fields’ business, operating results and financial condition.

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As part of its strategy, Gold Fields has stated that it intends to dispose of certain of its exploration and development assets, as well as the Darlot mine. With respect to these and any other dispositions, Gold Fields may not be able to obtain prices that it expects for assets it seeks to dispose of or to complete the contemplated disposals in the timeframe contemplated or at all.

Any of the above could have a negative impact on Gold Fields’ business, operating results and financial condition.

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.

Gold Fields’ revenues are primarily derived from the sale of gold that it produces. The Group’s policy is to remain unhedged to the gold price, though hedges are sometimes undertaken to protect cash flows at times of significant expenditure, for specific debt servicing requirements and to safeguard the viability of higher cost operations. As a result, it is exposed to changes in the gold price, which could lead to reduced revenue should the gold price decline. After falling 45% between September 2011 and December 2015, when it hit a low of U.S.$1,060 per ounce, the gold price recovered in fiscal 2016, ending the year at U.S.$1,130 per ounce. As at April 3, 2017, it was U.S.$1,247 per ounce, as trading in the metal remains volatile amid global political and economic uncertainties. See “Quantitative and Qualitative Disclosures about Market Risk”. The market price for gold has historically been volatile and is affected by numerous factors over which Gold Fields has no control, such as general supply and demand, speculative trading activity and global economic drivers.

Further, over the period from 2011 to 2016, the gold price has declined from an average price of U.S.$1,571 per ounce to an average price of U.S.$1,241 per ounce. Should the gold price decline below Gold Fields’ production costs, it may experience losses and should this situation continue for an extended period, Gold Fields may be forced to curtail or suspend some or all of its growth projects, operations and/or reduce operational capital expenditures. Gold Fields might not be able to recover any losses it incurred during, or after, such events. A sustained period of significant gold price volatility may also adversely affect Gold Fields’ ability to undertake new capital projects or continue with existing operations or make other long-term strategic decisions. The use of lower gold prices in reserve calculations and life of mine plans could also result in material impairments of Gold Fields’ investment in mining properties or a reduction in its reserve estimates and corresponding restatements of its reserves and increased amortization, reclamation and closure charges.

In Peru, 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. Over the period from 2011 to 2016, the price of copper has declined from an average price of U.S.$8,836 per tonne to an average price of U.S.$4,848 per tonne. A variety of factors have and may depress global copper prices and a decline in copper prices, which have also fluctuated widely, would adversely affect the revenues, profit and cash flows of the Cerro Corona mine.

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

Gold is sold throughout the world in U.S. dollars. Gold Fields’ costs of production are incurred principally in U.S. dollars, Australian dollars, Rand and other currencies. Recent volatility in the Rand (including significant depreciation of the Rand against the U.S. dollar in recent years) and depreciation of the Australian dollar against the U.S. dollar in fiscal 2014, 2015 and 2016 has made our reported costs in South Africa and Australia and results of operations less predictable than when exchange rates are more stable. 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 materially adversely affect Gold Fields’ business, operating results and financial condition.

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Conversely, inflation in any of the countries in which it operates could increase the prices Gold Fields pays for products and services and could have a material adverse effect on Gold Fields’ business, operating results and financial condition if not offset by increased gold prices.

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

The mineral reserves stated in this annual report are estimates based on assumptions regarding, among other things, Gold Fields’ costs, expenditures, commodity prices, exchange rates, geology models, geological criteria, mining methods, mining equipment and metallurgical and mining recovery assumptions, which may prove inaccurate due to a number of factors, many of which are beyond Gold Fields’ control. In the event that Gold Fields adversely revises any of the assumptions that underlie its mineral reserves reporting, Gold Fields may need to revise its mineral reserves downwards. See “Information on the Company—Reserves of Gold Fields as at December 31, 2016”.

During fiscal 2015 and 2016, Gold Fields completed a strategic review of South Deep and delivered a revised plan, or the Rebase Plan, to the market in February 2017. The Rebase Plan defines the updated Mineral Reserve and life of mine, or LoM, plan for South Deep and incorporates all recent revisions and improvements in mine design, production scheduling and geotechnical parameters. The Rebase Plan required a diagnostic of the full value chain, from design to skills training, conducted by management and external consultants. This review highlighted opportunities for improvement and South Deep’s own technical abilities were strengthened along with on-boarding various technical experts as part of developing a technically assured and deliverable mine plan. South Deep is now targeting steady-state annual production of approximately 500,000 ounces by fiscal 2022 at an AIC of U.S.$900 per ounce. There can be no assurance that the implementation of the Rebase Plan will not result in lower than expected long-term steady state production volumes, cost fluctuations, reduced reported ore reserves and life of mine, or other associated issues at South Deep, which could have a material adverse effect on Gold Fields’ business, operating results and financial condition. See “Information on the Company—Reserves of Gold Fields as at December 31, 2016—Methodology”.

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

Gold Fields’ reserve base is depleted annually through its production activities. In fiscal 2016, four out of Gold Fields’ seven non-South African mines reported lower ore reserves after taking depletion into account. In order to replace its mineral reserves at its international operations or expand its operations and reserve base, Gold Fields expects to rely, in part, on exploration 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. To the extent that ore bodies are to be 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. 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, such as the Gruyere Gold Project in Western Australia in which Gold Fields holds a 50% interest, there could be disagreements, legal or otherwise, or divergent interests or goals among the parties, which could jeopardize the success of the project. There can be no assurances that Gold Fields will be able to replace its reserves through exploration, development or otherwise and, if Gold Fields is unable to replace its reserves, this could have a material adverse effect on its business, operating results and financial condition.

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.

7

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

In order to maintain or expand its operations and reserve base, Gold Fields may seek to make acquisitions of selected precious metal producing companies or assets. For example, on October 1, 2013, Gold Fields completed the acquisition of the Granny Smith, Darlot and Lawlers gold mines, or the Yilgarn South Assets, in Western Australia from Barrick Gold Corporation, or Barrick. See “Information on the Company—Gold Fields’ Mining Operations—Australasia Operations”. Any such acquisition may change the scale of the Company’s business and operations and may expose it to new geographic, geological, political, social, operating, financial, legal, regulatory and contractual risks. There can be no assurance that any acquisition will achieve the results intended, and, as such, could have a material adverse effect on Gold Fields’ business, operating results and financial condition.

Gold Fields’ mineral rights are subject to legislation, which could impose significant costs and burdens and which impose certain ownership requirements, the interpretation of which are the subject of dispute.

Gold Fields’ right to own and exploit mineral reserves and deposits is governed by the laws and regulations of the jurisdictions in which the mineral properties are located. Currently, a significant portion of Gold Fields’ reserves and deposits are located in countries where mining rights could be suspended or canceled should it breach its obligations in respect of the acquisition and exploitation of these rights.

In all of the countries where Gold Fields operates, the formulation or implementation of governmental policies on certain issues may be unpredictable. This may include changes in laws relating to mineral rights and ownership of mining assets and the right to prospect and mine, and, in extreme cases, nationalization, expropriation or nullification of existing rights, concessions, licenses, permits, agreements and contracts. For example, Gold Fields’ operations in South Africa are subject to legislation regulating the exploitation of mineral resources through the granting of rights required to prospect and mine for minerals. This includes broad-based black economic empowerment, or BBBEE, legislation designed to effect the entry of historically disadvantaged South Africans, or HDSAs, into the mining industry and to increase their participation in the South African economy.

The Mineral and Petroleum Resources and Development Act, or the MPRDA, came into effect on May 1, 2004 and transferred ownership of mineral resources to the South African people, with the South African government acting as custodian in order to, among other things, promote equitable access to the nation’s mineral resources by South Africans, expand opportunities for historically disadvantaged persons who wish to participate in the South African mining industry and advance social and economic development. As custodian, the South African government exercises regulatory control over the exploitation of mineral resources and does so by exercising the power to grant, including, subject to terms and conditions, the rights required to prospect and mine for minerals. The MPRDA required mining companies to apply for the right to mine and/or prospect and to apply for the conversion of “old order” prospecting rights and mining rights to “new order” prospecting rights and mining rights. In order to qualify for these rights, applicants need to satisfy the South African government that the granting of such a right will advance the open-ended broad-based socio-economic empowerment requirements of the Mining Charter published pursuant to the MPRDA, or the Mining Charter. The MPRDA also required that mining companies submit social and labor plans, or SLPs, which set out their commitments relating to human resource development, labor planning and socio-economic development planning to the DMR. In order to provide guidance on the fulfillment of these broad-based socio-economic empowerment requirements to the mining industry, the DMR published the Mining Charter, which became effective on May 1, 2004. The Mining Charter required 15% HDSA ownership by 2009 and 26% HDSA ownership by 2014, or the 2014 Deadline. See “Information on the Company—Environmental and Regulatory Matters—South Africa—Mineral Rights—The MPRDA”.

In 2010, the DMR introduced the Amended Mining Charter containing guidelines envisaging, among other things, that mining companies should achieve a minimum of 40% HDSA demographic representation by 2014 at

8

executive management (board) level, senior management (executive committee) level, core and critical skills, middle management level and junior management level. See “Information on the Company—Environmental and Regulatory Matters—South Africa—Mineral Rights”. In April 2013, Gold Fields submitted a new SLP for South Deep to replace its original SLP submitted in 2010 and is awaiting a response from the DMR.

In fiscal 2014, with the 2014 Deadline in view, the DMR initiated a process of assessing mining companies’, including Gold Fields’, compliance with the BBBEE guidelines of the Mining Charter and Amended Mining Charter. This review process raised a number of concerns among mining companies due to its inflexible approach towards the assessment of compliance with the Amended Mining Charter.

On March 31, 2015, the DMR released to the public an interim report of the consolidated results of the assessment, which showed relatively general compliance with the non-ownership requirements of the Amended Mining Charter. However, the DMR did not report the results of compliance with the HDSA ownership guidelines of the Mining Charter and noted that there is no consensus on certain applicable principles.

On the same date, the Chamber of Mines, or the Chamber, reported that the DMR believes that empowerment transactions by mining companies concluded after 2004 where the HDSA ownership level has fallen due to HDSA disposal of assets or for other reasons, should not be included in the calculation of HDSA ownership for the purposes of, among other things, the 26% HDSA ownership guidelines under the Mining Charter. The position of Gold Fields is consistent with that of the Chamber and it is that such empowerment transactions should be included in the calculation of HDSA ownership. The DMR and the Chamber agreed to approach the South African courts jointly to seek a declaratory order that will provide a ruling on the relevant legislation and the status of the Mining Charter, including clarity on the status of previous empowerment transactions concluded by mining companies. The Chamber and the DMR filed papers in court and the matter, or the Main Application, was placed on the roll to be heard on March 15, 2016. In February 2016, an application was filed by a third party, Malan Scholes Inc., to consolidate the Main Application with its own application for a declaratory order on the empowerment aspects of the Mining Charter, or the Scholes Application. The Chamber opposed the consolidation of these applications on the basis that, among other things, the right to relief in the respective applications does not depend substantially on the same questions of law and/or fact. On May 3, 2016, the court refused to consolidate the two applications. The court reserved judgment in the Scholes Application after a hearing on February 7, 2017. The court is yet to hear the Main Application, which has not been enrolled pending an attempt to settle the Main Application outside of court.

If the DMR were to prevail in the Main Application or alternatively, the Scholes Application, mining companies, including Gold Fields, may be required to undertake further empowerment transactions in order to increase their HDSA ownership, which would result in the dilution of existing shareholders and could have a negative impact on the financial indebtedness of Gold Fields. In such event, mining companies may be required to maintain a minimum HDSA ownership level indefinitely. While it remains to be seen whether the Chamber will prevail in court, on April 15, 2016, the DMR published a new draft mining charter, or the New Draft Mining Charter, which seeks to, among other things, maintain HDSA equity ownership in mining companies at a minimum of 26% which could result, once published in its final form, in mining companies being required to undertake further empowerment transactions within a prescribed period of time in order to increase their HDSA ownership, which would result in the dilution of existing shareholders. Under the New Draft Mining Charter, current holders of mining rights will have a three year transitional period from the coming into effect of the New Draft Mining Charter to align themselves with the new ownership requirements. Where empowerment transactions have been concluded and empowerment partners have sold their shares and exited the structure, new empowerment transactions will need to be concluded for mining right holders to be compliant with the New Draft Mining Charter. Having first been introduced in the Amended Mining Charter, the New Draft Mining Charter also proposed that HSDA entrepreneurs, communities and employees are brought into the ownership structure and all hold a mining equity stake of no less than 5% each. The New Draft Mining Charter was open for public comment and various submissions on the New Draft Mining Charter were made as part of the public commentary process. During the latter part of 2016, the Chamber and the DMR initiated consultation in relation to the New Draft Mining Charter, which is continuing. The Minister of Mineral Resources announced on

9

February 6, 2017, that a revised version of the New Draft Mining Charter would be published in the government gazette in March 2017. A revised version of the New Draft Mining Charter is yet to be published in the government gazette.

Any adjustment to the ownership structure of Gold Fields’ mining assets in order to meet BBBEE requirements could have a material adverse effect on the value of Gold Fields’ securities. Further, Gold Fields may in the future incur significant costs or have to issue additional ordinary shares as a result of changes in the interpretation of existing laws and guidelines or the imposition of new laws relating to HDSA ownership requirements, which may have a material adverse effect on Gold Field’s business, operating results and financial condition.

In terms of section 47 of the MPRDA, the Minister of Mineral Resources may suspend or cancel the existing mining rights, or under section 23(3) of the MPRDA, refuse to grant applications for new mining rights by mining companies, including Gold Fields, should such holders of mining rights be deemed not to be in compliance with the requirements of the MPRDA as read with South Africa’s mining industry empowerments requirements. However, it is this very issue which also forms part of the court application by the Chamber. If the Minister were to determine that Gold Fields is not in compliance with the requirements of the MPRDA and its empowerment requirements, Gold Fields may be required to engage in remedial steps, including changes to management and actions that require shareholder approval.

There is currently uncertainty whether mining companies are, in addition to its required compliance with the MPRDA, required to comply with the BBBEE Act, 2003, or BBBEE Act, and the BBBEE Codes, which apply generally to other industries in South Africa. The MPRDA does not require mining companies to comply with the BBBEE Act and the BBBEE Codes but the Minister of Mineral Resources has expressed a desire to align the New Draft Mining Charter with the BBBEE Act and the more onerous BBBEE Codes. The current version of the New Draft Mining Charter reflects the Minister’s attempts at alignment notwithstanding the questionable need to do so. Accordingly, if brought into effect in its current form, the New Draft Mining Charter could potentially create further uncertainty.

If the DMR were to determine that Gold Fields is not in compliance with the MPRDA, for any reason, including HDSA ownership, Gold Fields may challenge such a decision in court. Any such court action may be expensive and there is no guarantee that Gold Fields’ challenge would be successful.

There is no guarantee that any steps Gold Fields has already taken or might take in the future will ensure the retention of its existing mining rights, the successful renewal of its existing mining rights, the granting of applications for new mining rights or that the terms of renewals of its rights would not be significantly less favorable 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 BBBEE requirements could have a material adverse effect on the value of Gold Fields’ securities.

An amendment bill to the MPRDA, namely the MPRDB, was passed by both the National Assembly and the National Council of Provinces, or NCOP, on March 27, 2014. In January 2015, the President referred the MPRDB back to parliament for reconsideration and on November 1, 2016, the Portfolio Committee on Mineral Resources tabled non-substantial revisions to the MPRDB in the National Assembly and a slightly revised version of the MPRDB was passed by the National Assembly and referred to the NCOP. There is a large degree of uncertainty regarding the changes that will be brought about should the MPRDB be made law. Among other things, the MPRDB seeks to require the consent of the Minister of Mineral Resources for the transfer of any interest in an unlisted company or any controlling interest in a listed company where such companies hold a prospecting right or mining right and to give the Minister of Mineral Resources broad discretionary powers to prescribe the levels required for beneficiation in promoting the beneficiation of minerals. For further information, see “Information on the Company—Environmental and Regulatory Matters—South Africa—Mineral Rights—The MPRDA”.

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Failure by Gold Fields to comply with mineral rights legislation in any of the jurisdictions in which it operates may cause it to lose the right to mine, fail to acquire new rights to mine and may have a material adverse effect on Gold Fields’ business, operating results and financial condition.

Further, Gold Fields may, in the future, incur significant costs as a result of changes in the interpretation of existing laws and guidelines or the imposition of new laws, whether relating to the mining industry or otherwise, which may have a material adverse effect on Gold Fields’ business, operating results and financial condition.

Gold Fields is subject to various regulatory costs, such as mining taxes and royalties, changes to which may have a material adverse effect on Gold Fields’ operations and profits.

In recent years, governments, communities, non-governmental organizations, or NGOs, 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. Such resource nationalism, whether in the form of cost imposts, interference in project management, mandatory social investment requirements, local content requirements or creeping expropriation could impact the global mining industry and Gold Fields’ business, operating results and financial condition.

In South Africa, the African National Congress, or the ANC, has adopted two recommended approaches to interacting with the mining industry. While the ANC has rejected the possibility of mine nationalization for now, the first approach contemplates, among other things, greater state intervention in the mining industry, including the revision of existing royalties, the imposition of new taxes and an increase in the South African government’s holdings in mining companies. The second approach contemplates the South African government taking a more active role in the mining sector, including through the introduction of a state mining company to be involved in new projects either through partnerships or individually.

The adopted policies may impose additional restrictions, obligations, operational costs, taxes or royalty payments on gold mining companies, including Gold Fields, any of which could have a material adverse effect on Gold Fields’ business, operating results and financial condition.

In South Africa, the President has appointed the Davis Tax Committee to look into and review the current mining tax regime. The committee’s first interim report on mining, which was released for public comment on August 13, 2015, proposed no changes to the royalty regime but recommended the discontinuation of the upfront capital expenditure write-off regime in favor of an accelerated capital expenditure depreciation regime. In addition, the report recommended retaining the so called “gold formula” for existing gold mines only, as new gold mines would be unlikely to be established in circumstances where profits are marginal or where gold mines would conduct mining of the type intended to be encouraged by the formula. The committee also recommended the phasing out of additional capital allowances available to gold mines in order to bring the gold mining corporate income tax regime in line with the tax system applicable to all taxpayers. For a description of the gold formula, see “Operating and Financial Review and Prospects—Income and Mining Taxes—South Africa”. A further report is awaited from the committee after receiving public comment.

In Ghana, the ownership of land on which there are mineral deposits is separate from the ownership of the minerals. On January 1, 2017, in line with the development agreement concluded between Gold Fields and the government of Ghana, or the Development Agreement, Gold Fields’ royalty rate changed from a flat 5% of revenue to a sliding scale royalty based on the price of gold, starting at a rate of 3% on a gold price below U.S.$1,300 per ounce. The Development Agreement also resulted in a reduction in the corporate tax rate from 35% to 32.5%, effective March 17, 2016. The government of Ghana has a right to obtain a 10% free-carried interest in mining leases. In addition, stool/land rents of approximately U.S.$3 to U.S.$3.2 per acre are (depending on the exchange rate) payable to the government of Ghana. See “Information on the Company—Environmental and Regulatory Matters—Ghana—Mineral Rights”.

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In Peru, the general corporate income tax rate was increased from 28% to 29.5% with effect from January 1, 2017. In turn, the dividends income tax rate applicable to non-resident shareholders has reduced from 6.8% to 5%. Since July 2012, mining companies have also been required to pay an annual supervisory contribution to the Supervisory Body of Investment in Energy and Mining (Organismo Supervisor de la Inversión en Energía y Minería), or the OSINERGMIN, as well as to the Assessment and Environment Supervising Agency (Organismo de Evaluación y Fiscalización Ambiental), or the OEFA. See “Information on the Company—Environmental and Regulatory Matters—Peru—Mining Royalty and Other Special Mining Taxes and Charges”.

In addition, a consultation law has been enacted, requiring the government to consult with indigenous or native populations on legislative or administrative proposals that may have an impact on their collective rights. See “Information on the Company—Environmental and Regulatory Matters—Peru—Mining Royalty and Other Special Mining Taxes and Charges”.

Australia operates a state based royalty regime, and a federal income tax regime. Each of Gold Fields’ Australian mines are in the State of Western Australia, which imposes a 2.5% royalty on the value of gold produced. In the 2012–13 State Budget, the Western Australian government announced a mineral royalty rate analysis to review Western Australia’s royalty arrangements. This review was conducted jointly by the Department of State Development and the Western Australian Department of Mines & Petroleum, or DMP, and the final report was released to the public on March 25, 2015.

The review examined the efficacy and appropriateness of the royalty system and assessed alternative systems. It recommended that the gold royalty rate increase from 2.5% to 3.75%. The government noted the recommendation of the review, but announced that it would not implement any of the recommended changes.

The Australian federal government levies a corporate income tax at the rate of 30%. It is existing government policy to reduce this to 25% over time. However, as the government does not have the support of the opposition parties, it is considered unlikely that this change will occur in the near time, if at all.

The impositions of additional restrictions, obligations, operational costs, taxes or royalty payments could have a material adverse effect on Gold Fields’ business, operating results and financial condition.

Mining companies are increasingly required to operate in a sustainable manner and to provide benefits to affected communities. Failure to comply with these requirements can result in legal suits, additional operational costs, investor divestment and loss of ‘social license to operate’, which could adversely impact Gold Fields’ business, operating results and financial condition.

Many mining companies face increasing pressure over their “social license to operate” which can be understood as the acceptance of the activities of these companies by local stakeholders. While formal permission to operate is ultimately granted by host governments, many mining activities require social permission from host communities and influential stakeholders to carry out operations effectively and profitably.

These businesses are under pressure to demonstrate that, while they seek a satisfactory return on investment for shareholders, the environment, human rights and other key sustainability issues are responsibly managed and stakeholders, such as employees, host communities and the countries in which they operate, also benefit from their commercial activities. The potential consequences of these pressures and the adverse publicity in cases where companies are believed not to be creating sufficient social and economic benefit or are perceived to not be responsibly managing other sustainability issues may result in additional operating costs, higher capital expenditures, reputational damage, active community opposition (possibly resulting in delays, disruptions and stoppages), allegations of human rights abuses, legal suits, regulatory intervention and investor withdrawal.

In order to maintain its social license to operate, Gold Fields may need to design or redesign parts of its mining operations to minimize their impact on such communities and the environment, either by changing

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mining plans to avoid such impact, by modifying operations, changing planned capital expenditures or by relocating the affected people to an agreed location. Responsive measures may require Gold Fields to take costly and time consuming remedial measures, including the full restoration of livelihoods of those impacted. In addition, Gold Fields is obliged to comply with the terms and conditions of all the mining rights it holds in South Africa. In this regard, the SLP provisions of our mining rights must make provision for local economic development, among other obligations. See “Information on the Company—Environmental and Regulatory Matters—South Africa—Mineral Rights”. Gold Fields also undertakes social and economic development spending in Australia, Ghana and Peru, both voluntarily and as a condition of its mining rights. See “Information on the Company—Community Relations and Creating Shared Value”. In addition, as Gold Fields has a long history of mining operations in certain regions or has purchased operations which have a long history, issues may arise regarding historical as well as potential future environmental or health impacts in those areas.

Delays in projects attributable to a lack of community support or other community-related disruptions or delays can translate directly into a decrease in the value of a project or into an inability to bring the project to, or maintain, production. The cost of measures and other issues relating to the sustainable development of mining operations has placed significant demands on our resources, and could increase capital and operating costs and have a material adverse impact on Gold Fields’ reputation, business, operating results and financial condition.

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

In fiscal 2016, 13%, 32%, 43% and 12% of Gold Fields’ gold-equivalent production was in South Africa, Ghana, Australia and Peru, respectively. Changes or instability in the economic, political or social environment in any of these countries or in neighboring countries could affect an investment in Gold Fields.

High levels of unemployment and a shortage of critical skills in South Africa, despite increased government expenditure on education and training, remain issues and deterrents to foreign investment. The volatile and uncertain labor and political environments, which severely impacts the local economy and investor confidence, has led, and may lead, to further downgrades in national credit ratings, making investment more expensive and difficult to secure. See “—Gold Fields’ operations and profits have been and may be adversely affected by union activity and new and existing labor laws” and “—A further downgrade of South Africa’s credit rating may have an adverse effect on Gold Fields’ ability to secure financing.” This may restrict Gold Fields’ future access to international financing and could have a material adverse effect on Gold Fields’ business, operating results and financial condition.

Furthermore, while the South African government has stated that it does not intend to nationalize mining assets or mining companies, certain political parties have stated publicly and in the media that the government should embark on a program of nationalization. Any threats of, or actual proceedings to, nationalize any of Gold Fields’ assets, could halt or curtail operations, resulting in a material adverse effect on Gold Fields’ business, operating results and financial condition and could cause the value of Gold Fields’ securities to decline rapidly and dramatically, possibly causing investors to lose the entirety of their respective investments.

In 2016, Australia, Ghana and Peru held national elections. Additionally, state elections for the government of Western Australia (the state in which Gold Fields’ Australian interests are located) were held on March 11, 2017. It is not certain what if any political, economic or social impacts the newly elected governments will have on Australia, Ghana and Peru, respectively, or on Gold Fields specifically.

There has also been regional social and community-related instability in the area around Gold Fields’ mining operations in Peru, where political developments in fiscal 2014 resulted in the election of local and regional officeholders who have taken public positions opposed to mining operations. In addition, engagement with community stakeholders, including in Peru and South Africa, can pose challenges to local management and any inability to properly manage these relationships may have a negative impact on our production or associated

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costs. There is also the potential for social instability or protests regarding mining activity in the communities near Gold Fields’ South Deep mine relating to, among other things, community investment, environmental concerns, service delivery by local government or other issues. Occurrence of any of the above mentioned developments could result in Gold Fields experiencing opposition or disruptions in connection with any of its operations. Such opposition or disruptions at any of Gold Fields’ operations, in particular if it has an adverse impact or costs or causes any stoppages (including as a result of any protests aimed at other mining operations that affect operations) could have a material adverse effect on Gold Fields’ business, operating results and financial condition.

A further downgrade of South Africa’s credit rating may have an adverse effect on Gold Fields’ ability to secure financing.

Prior to 2017, the challenges facing the mining industry and other sectors, among other factors, had resulted in the downgrading of South Africa’s sovereign credit rating to one level above non-investment grade, or junk, by Standard & Poor’s and Fitch Ratings. However, on April 3, 2017, Standard & Poor’s downgraded South Africa’s sovereign credit rating to non-investment grade (BB+) with a negative outlook due to, among other things, political and economic uncertainty caused by changes in the government cabinet in South Africa. South Africa’s sovereign credit rating also suffered downgrades in fiscal 2015. As of April 3, 2017, Moody’s South African sovereign credit rating was Baa2 with a negative outlook and Fitch Ratings’ was BBB- with a negative outlook, two and one notches above non-investment grade, respectively. On April 3, 2017, Moody’s announced that it had put South Africa’s sovereign credit rating on a watch for a possible downgrade.

Further downgrading of South Africa’s sovereign credit rating to non-investment grade status by Moody’s or Fitch Ratings may adversely affect the South African gold mining industry and Gold Fields’ business, operating results and financial condition by making it more difficult to obtain external financing or could result in any such financing being available only at greater cost or on more restrictive terms than might otherwise be available. A downgrade to non-investment grade status by either of these two agencies may have a material adverse effect on the South African economy as many pension funds and other large investors are required by internal rules to sell bonds once two separate agencies rate them as non-investment grade. Any such negative impact on the South African economy may adversely affect the South African gold mining industry and Gold Fields’ business, operating results and financial condition.

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

Gold Fields operations are subject to water use licenses and regulations that govern each operation’s water usage and that require, among other things, mining operations to achieve and maintain certain water quality limits regarding all water discharges. Gold Fields is required to comply with these regulations under its permits and licenses and any failure to do so could result in the curtailment or halting of production at the affected locations.

Gold Fields continues to use measures to remove underground water to permit the routine safe functioning of South Deep. South Deep was issued with a water use license in November 2011. Certain conditions and other aspects of the approved license were identified as requiring modification and an application to address these was submitted to the Department of Water Affairs and Sanitation, or DWS, in February 2012. A further amended water use license application was submitted to the DWS in November 2013, primarily to reflect the results of a re-assessment of expected water use requirements and a changing water balance. No response was received from the DWS in relation to the 2013 amendment. In November 2014, an agreement was reached with the DWS to withdraw the 2013 amendment and to submit an updated amendment application in May 2015. The May 2015 amendment application reflects the proposed changes to the approved 2011 water use license conditions. In addition, the updated amendment reflects a variety of water management projects and initiatives that were implemented during fiscal 2014 and that are planned for implementation during fiscal 2015 and beyond. A presentation was provided to the DWS in March 2015 to appraise them of the proposed structure and content

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of the new amendment, prior to the re-submission in May 2015. Gold Fields continued to make representations to the DWS during fiscal 2016 and is currently waiting to receive an approved amended license. The existing approved license will remain in place while the application is processed by the DWS.

In 2015, South Deep concluded a water supply agreement with Sibanye Gold to supply water from Sibanye’s Ezulwini mine, via the Leeuspruit stream. The plan to secure water to support South Deep during production ramp-up could also be negatively impacted by Sibanye’s announcement on August 31, 2016 that it will be closing the Ezulwini (Cooke 4) mine. South Deep is currently assessing the implications of the closure if such application is granted.

South Deep has implemented a water and environmental management strategy in an effort to satisfy the conditions of its water use license and other relevant water and environmental regulatory requirements. However, there can be no assurance that Gold Fields will be able to meet all of its water and environmental regulatory requirements, primarily due to the inherent uncertainties related to certain requirements of the legislation, which are subject to ongoing discussions between government and the mining industry through the Chamber.

Any failure on Gold Fields’ part to achieve or maintain compliance with the requirements of its water use 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.

Further, any constraint on the water supply to South Deep could result in delays or constraints on the ramp up of that operation. Any of the above could have a material adverse effect on Gold Fields’ business, operating results and financial condition.

Gold Fields has experienced and may experience further acid mine drainage related pollution, which may compromise its ability to comply with legislative requirements or results in additional operating or closure cost liabilities.

Acid mine drainage, and acid rock drainage, or ARD (collectively called acid drainage, or AD), are caused when certain sulphide minerals in rocks are exposed to oxidizing conditions (such as the presence of oxygen, combined with water). AD can occur under natural conditions or as a result of the sulphide minerals that are encountered and exposed to oxidation during mining or during storage in waste rock dumps, ore stockpiles or tailings dams. The acidic water that forms usually contains iron and other metals if they are contained in the host rock.

AD generation, and the risk of potential long-term AD issues, specifically at Gold Fields’ Cerro Corona, Damang and South Deep mines, is ongoing. Immaterial levels of surface AD generation also occur at Gold Fields’ Tarkwa and St. Ives mines. The AD issues at Damang are confined to the Rex open pit. Any AD which is currently generated is contained on Gold Fields property at all operations where it occurs and is managed as part of each mine’s operational water management strategy. The relevant regulatory authorities are also kept appraised of the Group’s efforts to manage AD through various submissions and other communications.

Gold Fields continues to investigate technical solutions at its South Deep, Damang and Cerro Corona mines to better inform appropriate strategies for long-term AD management (mainly post-closure), as well as to work towards a reliable cost estimate of these potential issues. None of these studies have allowed Gold Fields to generate a reliable estimate of the total potential impact on the Group. In addition, there can be no assurance that Gold Fields will be successful in preventing or managing long-term potential AD issues at these operations.

Gold Fields’ mine closure cost estimate (namely environmental rehabilitation provisions) for fiscal 2016 contains the aspects of AD management (namely tailings facilities, waste rock dumps, ore stockpiles and other surface infrastructure), which management has been able to reliably estimate. However, there could be no guarantee that Gold Fields’ current cost estimate, including the cost of post-closure water treatment, reflects all relevant factors and as such, the actual closure costs may be higher.

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No adjustment for any effects on the Company that may result from potentially material (mainly post-closure) AD impacts at South Deep, Damang and Cerro Corona, has been made in the consolidated financial statements, other than through the Group’s normal environmental rehabilitation provisions.

The existence of material long-term AD issues at any of Gold Fields’ operations could cause it to fail to comply with its water use license requirements and could expose Gold Fields to fines, mine closures, production curtailment, additional operating costs and other liabilities, any of which could have a material adverse effect on Gold Fields’ business, production, operating results and financial condition.

Gold Fields’ operations are subject to environmental and health and safety regulations, which could impose additional costs and compliance requirements and Gold Fields may face claims and liability for breaches, or alleged breaches, of such regulations and other applicable laws.

Gold Fields’ operations are subject to various environmental and health and safety laws, regulations, permitting requirements and standards. For example, Gold Fields is required to secure estimated mine closure liabilities. The funding methods used to make provision for the required portion of the mine closure cost liabilities, in accordance with in-country legislation, are as follows:

• South Africa: contributions to environmental trust funds and guarantees;

• Ghana: reclamation bonds underwritten by banks, and restricted cash;

• Australia: due to legislative changes in Western Australia becoming effective in July 2014, an annual levy to the State of 1% of the total mine closure liability which goes into a State-administered fund known as the Mine Rehabilitation Fund is used to rehabilitate legacy sites or sites that have been prematurely closed or abandoned. As a consequence, Gold Fields’ Australian operations now self fund all mine closure liabilities; and

• Peru: bank guarantees.

Gold Fields may in the future incur significant costs to comply with such environmental and health and safety 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 well as actions by authorities relating to environmental and health and safety matters, including mine closures, the suspension of operations and prosecution for industrial accidents as well as significant penalties and fines for non-compliance. These costs could have a material adverse effect on Gold Fields’ business, results of operations and financial condition. See “Information on the Company—Environmental and Regulatory Matters”.

In 2014, the Peruvian government established a three-year moratorium on the application of fines and other punitive sanctions against persons and entities operating in Peru, prioritizing instead the imposition of corrective measures. This moratorium expires in July 2017 and it is not expected that it will be extended. The expiry of the moratorium increases the chances that Gold Fields’ Peruvian operations could be subject to greater focus by regulators on compliance with its environmental obligations.

The principal health risks associated with Gold Fields’ mining operations in South Africa arise from occupational exposure and potential community environmental exposure to silica dust, noise and certain hazardous substances, including toxic gases and radioactive particulates. The most significant occupational diseases affecting Gold Fields’ workforce include lung diseases (such as silicosis, tuberculosis, a combination of the two and chronic obstructive airways disease, or COAD) as well as noise-induced hearing loss, or NIHL. Employees have sought and may continue to seek compensation for certain illnesses, such as silicosis, from their employer under workers’ compensation and also, at the same time, in civil actions under common law (either as individuals or as a class) as is the case with the silicosis individual and class action lawsuits. Such actions may also arise in connection with the alleged incidence of such diseases in communities proximate to Gold Fields’ mines.

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A consolidated application has been brought against several South African mining companies, including Gold Fields, for certification of a class action on behalf of current or former mineworkers (and their dependents) who have allegedly contracted silicosis and/or tuberculosis while working for one or more of the mining companies listed in the application. On May 13, 2016, the South Gauteng High Court ordered, among other things the certification of the two separate classes for silicosis and tuberculosis. Subsequently, the mining companies listed in the application were granted leave to appeal against all aspects of the class certification judgment. In addition to the class action, an individual silicosis-related action has been instituted against Gold Fields and one other mining company. See “Information on the Company—Legal Proceedings and Investigations—Silicosis”. If a significant number of such claims were suitably established against it, the payment of compensation for the claims and for any significant additional costs arising out of these issues could have a material adverse effect on Gold Fields’ business, reputation, operating results and financial condition. On March 4, 2016, AngloGold Ashanti Limited, or AngloGold Ashanti, and Anglo American South Africa reached a settlement to resolve approximately 4,400 combined silicosis claims, under which both companies will contribute, in stages, toward a total amount of up to R464 million (approximately U.S.$30 million) to an independent trust which will administer individual claims.

South Africa’s deputy Minister of Mineral Resources has stated that the ministry may increase sanctions, including closures, for mines in which fatalities occur because of violations of health and safety rules. The DMR can and does issue, in the ordinary course of its operations, instructions, including Section 54 orders, following safety incidents or accidents to partially or completely halt operations at affected mines. It is also Gold Fields’ policy to halt production at its operations when serious accidents occur in order to rectify dangerous situations and, if necessary, retrain workers. In fiscal 2016, 13 Section 54 stoppages were issued following visits by the DMR due to either perceived or actual unsafe working conditions, inadequate safety procedures or untrained personnel. Five of the work stoppages were to address safety issues. In addition, there can be no assurance that the unions will not take industrial action in response to such accidents which could lead to losses in Gold Fields’ production. Any additional stoppages in production, or increased costs associated with such incidents, could have a material adverse effect on Gold Fields’ business, operating results and financial condition. Such incidents may also negatively affect Gold Fields’ reputation with, among others, employees and unions, South African regulators and regulators in other jurisdictions in which Gold Fields operates.

Gold Fields could incur significant costs as a result of pending or threatened litigation, which could have a material adverse effect on Gold Fields’ business, operating results and financial condition. See “Information on the Company—Legal Proceedings and Investigations”. Further, any new regulations, potential litigation or 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 and could have a material adverse effect on Gold Fields’ business, operating results and financial condition. See “Information on the Company—Environmental and Regulatory Matters”.

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

Energy is a significant input and cost to Gold Fields’ mining and processing operations, with its principal energy sources being electricity, purchased petroleum products, natural gas and coal. A number of governments or governmental bodies, including the United Nations Framework Convention on Climate Change and the Kyoto Protocol, have introduced or are contemplating regulatory changes in response to the potential impact of climate change. Many of these contemplate restricting emissions of greenhouse gases in jurisdictions in which Gold Fields operates.

The South African government plans to introduce a carbon tax. The carbon tax was intended to come into effect from January 1, 2015 but, in order to align the framework of the proposed carbon tax with the desired reduction outcomes, the implementation of the carbon tax was postponed in order to allow sufficient time for consultation on draft legislation and the implementation process. In November 2015, the national treasury, or the

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National Treasury, published for comment a draft carbon tax bill, or the Draft Carbon Tax Bill, with a view to the implementation of the tax by January 2017. However, this time-frame has been extended as a new draft bill is expected to be published for public comment with an anticipated implementation of the new legislation in fiscal 2018. The National Treasury has stated that the carbon tax will be designed to ensure that it has no net impact on the electricity price. In June 2016, the National Treasury published the draft carbon offset regulations, or the Draft Carbon Offset Regulations. Carbon offsets are one of the allowances that carbon tax-liable entities can employ to reduce their tax-related exposure. A further iteration of the carbon offset regulations is expected by mid-fiscal 2017, as are regulations providing for further limitation of exposure for those liable entities that reduce their greenhouse gas emissions intensity. In addition, the Department of Environmental Affairs, or the DEA, is currently working on draft legislation that will impose so-called “carbon budgets” on entities in identified high-emitting industries, including mining, which are intended to operate as statutory limits for carbon dioxide equivalent emissions, or CO₂e, emissions in excess of which may entail a fine or other punitive measures. Further clarification of the carbon budgets and the carbon tax, which will both target industrial greenhouse gas emissions, is expected by the end of fiscal 2017. In terms of the current Draft Carbon Tax Bill, companies that participate in the carbon budget system will be eligible for a 5% allowance under the carbon tax. While many aspects of the proposed carbon tax remain uncertain, the financial implications of government’s proposed carbon tax for Gold Fields, at an anticipated rate of R120 per tonne of CO₂e, would have been between approximately R0.2 million and R0.6 million for fiscal 2016.The potential net effect of proposed allowances is to permit the reduction of a carbon tax liability by 60% to 95%. In other words, Gold Fields’ final liability will be significantly informed by the extent it is able to make use of the full suite of allowances that are built into the carbon tax design. Since these may be revised in a further iteration of the Bill, this estimated liability is subject to change. See “Information on the Company—Environmental and Regulatory Matters—South Africa—Environmental”.

In addition, a number of other regulatory initiatives are underway in countries in which Gold Fields operates that seek to reduce or limit industrial greenhouse gas emissions. These regulatory initiatives will be either voluntary or mandatory and are likely to impact Gold Fields’ operations directly or by affecting the cost of doing business, for example by increasing the costs of its suppliers or customers. Inconsistency of regulations particularly between developed and developing countries may affect both Gold Fields’ decision to pursue opportunities in certain countries and its costs of operations. Furthermore, additional, new and/or different regulations in this area, such as the imposition of lower limits than those currently contemplated, could be enacted, all of which could have a material adverse effect on Gold Field’s business, financial condition, results of operations and prospects. 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.

Furthermore, the potential physical impacts of climate change on Gold Fields’ operations are uncertain and may adversely impact the business, operating results and financial condition of Gold Fields’ operations.

Our high debt levels pose risks to our viability and may make us more vulnerable to adverse economic and competitive conditions, as well as other adverse developments.

Gold Fields carries significant debt relative to its shareholder equity. As of December 31, 2016, Gold Fields’ consolidated debt was U.S.$1.7 billion. U.S.$0.2 billion of Gold Fields’ consolidated debt securities becomes due over the 24 months following December 31, 2016.

Gold Fields’ significant levels of debt can adversely affect it in several respects, including:

• limiting its ability to access the capital markets;

• exposing it to the risk of credit rating downgrades, which would raise its borrowing costs and could limit its access to capital;

• hindering its flexibility to plan for or react to changing market, industry or economic conditions;

• limiting the amount of cash flow available for future operations, acquisitions, dividends, or other uses;

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• making it more vulnerable to economic or industry downturns, including interest rate increases;

• increasing the risk that it will need to sell assets, possibly on unfavorable terms, to meet payment obligations;

• increasing the risk that it may not meet the financial covenants contained in its debt agreements or timely make all required debt payments; or

• affecting its ability to service the interest on its debt.

The effects of each of these factors could be intensified if Gold Fields increases its borrowings. Any failure to make required debt payments could, among other things, adversely affect Gold Fields’ ability to conduct operations or raise capital, which could have a material adverse effect on Gold Fields’ business, operating results or financial condition.

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

Over recent periods, there has been an increase in union activity in some of the countries in which Gold Fields operates. Any union activity that affects Gold Fields could have a material adverse impact on its operations, production and financial performance.

In South Africa, a recent increase in labor unrest has resulted in more frequent industrial disputes and extended negotiations that have negatively affected South Africa’s sovereign debt rating and subsequently the credit ratings of a number of the country’s leading mining companies, including Gold Fields. While widespread strikes in the gold mining industry have not occurred since the second half of fiscal 2012, the South African platinum industry was subject to a five month strike in 2014. Negotiations on a new agreement between Gold Fields and the registered trade unions of South Deep, which is due in fiscal 2018, will commence in fiscal 2017. While the outcome of Gold Fields’ wage negotiations with the unions in fiscal 2015 was relatively positive and resulted in a three year wage agreement with the National Union of Mineworkers, or NUM, and UASA, in light of the ongoing labor unrest there can be no guarantee that future negotiations, including the negotiations scheduled for fiscal 2017, will not be accompanied by further strikes, work stoppages or other disruptions.

Furthermore, guidelines and targets have been provided to facilitate compliance with the open-ended broad-based socio-economic empowerment requirements espoused in Section 2 of the MPRDA and in the broad-based socio-economic empowerment charter for the South African mining and minerals industry known as the Mining Charter, as well as the amendments to that charter that took effect from September 13, 2010, or the Amended Mining Charter. The Amended Mining Charter, contains guidelines which provide that all mining companies must achieve, among other things, 26% ownership by HDSAs of mining assets and a minimum of 40% HDSA demographic representation at the executive management, senior management, middle management, junior management and core and critical skills levels (subject to offsets) in order to comply with the empowerment requirements of the MPRDA. See “—Gold Fields’ mineral rights are subject to legislation, which could impose significant costs and burdens and which impose certain ownership requirements, the interpretation of which are the subject of dispute” and “Information on the Company—Environmental and Regulatory Matters—South Africa—Mineral Rights”. The ongoing implementation and enforcement of these requirements, including as a result of any changes thereto following the announced review, may be contentious.

Gold Fields’ operations in Ghana and Peru have recently been, and may in the future be, impacted by increased union activities and new labor laws. In particular, there can be no guarantee that labor unions in either country will not undertake strikes or “go-slow” actions impacting the Group’s operations or those of other related industries or suppliers, or that changes in local regulations will not result in increased costs and penalties being incurred by the Group.

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In Ghana, in April 2013, employees represented by the Ghana Mineworkers Union, or GMWU, the Professional Managerial Staff Union and the Branch Union at both Tarkwa and Damang undertook illegal industrial action, resulting in the temporary suspension of production at both operations. The strike lasted six days and ended after Gold Fields and the GMWU reached a settlement. Subsequently, the wage negotiations with the unions in fiscal 2015 and fiscal 2016 were completed and wage agreements for fiscal 2016 and fiscal 2017 have been signed, with a 10% basic salary increase for fiscal 2016 (to be backdated) and a 6% increase for fiscal 2017. Nevertheless, in light of the recent labor unrest there can be no guarantee that negotiations in the future will not be difficult or accompanied by further strikes, work stoppages or other labor actions.

In Peru, the Group may see increased union activity over the course of fiscal 2017 as a result of reduced commodity and mineral prices which may lead to reductions in the annual income of employees. This may in turn cause unions to seek better and/or additional benefits to compensate for any such decrease in their annual income, such as through increased activities and/or industrial action. However, in January 2017, Gold Fields executed a three year agreement with Cerro Corona’s union that provides for a S/. 220 annual wage increase in fiscal 2017 which is equivalent to a 5.3% annual wage increase on average for this group of employees, 5.5% increase in fiscal 2018 and 5.8% increase in fiscal 2019. In addition, there was an increase in labor inspection activities over the course of fiscal 2016, and this may continue into fiscal 2017. See “Information on the Company—Environmental and Regulatory Matters—Peru”.

In the event that Gold Fields experiences further industrial relations related interruptions at any of its operations or in other industries that impact its operations, or increased employment-related costs due to union or employee activity, these may have a material adverse effect on its business, production levels, operating costs, production targets, operating results, financial condition, reputation and future prospects. In addition, lower levels of mining activity can have a longer term impact on production levels and operating costs, which may affect operating life. Mining conditions can deteriorate during extended periods without production, such as during and after strikes, and Gold Fields will not re-commence mining until health and safety conditions are considered appropriate to do so.

Existing labor laws (including those that impose obligations on Gold Fields regarding worker rights) 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.

Power cost increases may adversely affect Gold Fields’ business, operating results and financial condition.

Gold Fields’ South Deep mining operation depends upon electrical power generated by the state-owned power provider, Eskom Limited, or Eskom. See “Operating and Financial Review and Prospects—Overview—Costs”. Eskom holds a monopoly on power supply in the South African market. Eskom tariffs are regulated by the National Energy Regulator of South Africa, or NERSA. During Eskom’s 2013-2014 fiscal year, through a third multi-year-price determination process, or MYPD3, NERSA granted Eskom 8% tariff increases for each fiscal year until 2018-2019. For 2015, NERSA granted Eskom an average tariff increase of 12.69% effective April 1, 2015, being 8% plus 4.69% due to the clawing back by Eskom of prudent costs from the “regulatory clearing account” applicable from April 2010 to March 2013, the first year of the MYPD3. On March 1, 2016, NERSA gave permission to Eskom to raise rates by an additional 9.4%, being 8% plus a net 1.4% due to the 2016 regulatory clearing account charge (for the second year of the MYPD3), in order to make up a cash flow shortfall. A regional group of intensive electricity users challenged NERSA’s decision in court. On August 16, 2016, the North Gauteng High Court overturned NERSA’s decision. On November 17, 2016, the North Gauteng High Court granted NERSA’s appeal to the Supreme Court of Appeal, which is currently pending. The outcome of the Supreme Court of Appeal’s judgment, and possibly the outcome of a further appeal to the Constitutional Court, will likely have notable impacts on the cost of electricity. The increase granted to Eskom for the period beginning April 1, 2017 is 2.2%. Should Gold Fields experience further power tariff increases, its business, operating results and financial condition may be adversely impacted.

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In Australia, Gold Fields’ St. Ives and Agnew/Lawlers mines contract for the supply of electricity with BHP Nickel-West under a power purchasing agreement. Granny Smith receives its entire electricity supply from a new gas-fired power station, sourcing gas from a nearby gas pipeline, which has been constructed for the nearby Tropicana mine to supply gas to its operations. Access to this pipeline is facilitated through a newly constructed gas power station, which provides a 24 megawatt power generating system to Granny Smith. If any of Gold Fields’ Australian operations were to lose their supply, replacement of this supply may entail a significant increase in costs due to the volatile Western Australian gas market. Any such increase in costs could have a material adverse impact on Gold Fields’ business and operating results.

The Ghanaian state electricity supplier, the Volta River Authority, or the VRA, supplies power to Gold Fields Ghana Limited (Tarkwa mine), or Gold Fields Ghana, and the Electricity Company of Ghana, or the ECG, provides power to Abosso Goldfields Limited (Damang mine), or Abosso. The ECG’s tariff from January 1, 2015 to December 31, 2015 was U.S.$0.23/kWh. Following negotiations with management, the ECG agreed to decrease its tariff to U.S.$0.20/kWh from August 1, 2015 to January 31, 2016. There has been no revision of the ECG tariff to date. Gold Fields Ghana has agreed tariffs with the VRA with a base tariff of U.S.$0.1674/kWh with effect from January 1, 2015 using a tariff model which inputs actual variables (including the generation mix and input prices) of the previous quarter to determine the tariff for each quarter on a rolling basis. The average VRA tariff for fiscal 2016 was U.S.$0.158/kWh. On December 11, 2015, the Public Utilities Regulatory Commission increased the average electricity tariffs for the transmission grid, or GRIDCo, by approximately 59.2% increasing the tariff paid by Tarkwa only from U.S.$0.01539/kWh to U.S.$0.024252/kWh. In addition, the new Energy Sector Levies Act enacted in 2015 (Act 899) imposed a levy of 9% per kilowatt hour of electricity, on both public lighting and national electrification, applicable to all consumers (resulting in an increased charge to Tarkwa from the VRA of 1.2 c/kWh). While in his budget speech on March 2, 2017, the Minister of Finance announced that the levy of 9% on public lighting and national electrification will be reduced to 2% and 3% respectively there can be no guarantee that this reduction will be enacted. Although Gold Fields Ghana has also entered into an agreement with Genser Power, or Genser, for the supply of off-grid electricity, Genser will require a period of time to stabilize its operational performance and during this phase there is a risk of incurring periods of downtime which, if extended, would require Damang to revert back to ECG grid power. Any further increase in the electricity price could have a material adverse effect on the Group’s business and operating results. See “Information on the Company—Description of Mining Business”.

Power stoppages, fluctuations and usage constraints may force Gold Fields to halt or curtail operations.

Electricity supply in South Africa remains constrained and future power disruptions are possible. In the first quarter of fiscal 2014, rain impacted coal supply and placed serious strain on Eskom’s ability to provide power. In November 2014, Eskom declared a power emergency and required large industrial users, including Gold Fields’ South Deep operation, to reduce their electricity usage by 10% for five hours as part of a broader load shedding program. Gold Fields also experienced rolling load shedding during fiscal 2015. In addition, although NERSA approved an electricity tariff increase of 9.4% for 2016 and 2017, Eskom has expressed concern that this increase may not be adequate to prevent future electricity interruptions.

Gold Fields has been warned of possible load shedding under its voluntary load curtailment agreement with Eskom. While no load shedding was requested by Eskom in 2016, under this agreement, Gold Fields is required to reduce demand by up to 25% of load, depending on the severity of the shortage, for a specified period of time during which the national grid is unable to maintain its load. Any further disruption or decrease in the electrical power supply available to Gold Fields’ South Deep operation could have a material adverse effect on its business, operating results and financial condition.

The Department of Energy is developing a power conservation program in an attempt to improve the power situation in South Africa and Eskom is embarking on the construction of new power stations, among other resources. However, there can be no assurance that these and other interventions will provide sufficient supply for the needs of the country or for Gold Fields to run its operations at full capacity or at all.

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Although the VRA has not imposed any power cuts in Ghana since August 2006, frequent power interruptions have occurred in the power supplied by the ECG. In 2015, the Ghanaian government imposed a 33% load shedding program on all mining and industrial companies. While the power supply stabilized during fiscal 2016, there can be no guarantee that further power interruptions will not occur. While Gold Fields has taken steps to source power from an independent power producer to complement its self-generation source, there can be no guarantee that Gold Fields will be able to source enough power to make up for any shortfall in the power supplied by the ECG.

Should Gold Fields continue to experience power outages, fluctuations or usage constraints at any of its operations, then its business, operating results and financial condition may be materially adversely impacted.

An actual or alleged breach or breaches in governance processes, or fraud, bribery and corruption may lead to public and private censure, regulatory penalties, loss of licenses or permits and impact negatively upon our empowerment status and may damage Gold Fields’ reputation.

Gold Fields operates globally in multiple jurisdictions and with numerous and complex frameworks, and its governance and compliance processes may not prevent potential breaches of law or accounting or other governance practices. Gold Fields’ operating and ethical codes, among other standards and guidance, may not prevent instances of fraudulent behavior and dishonesty, nor guarantee compliance with legal and regulatory requirements.

In September 2013, Gold Fields was informed that it is the subject of a regulatory investigation in the United States by the SEC relating to the BBBEE transaction associated with the granting of the mining rights for its South Deep operation. In South Africa, the Directorate for Priority Crime Investigation, BBBEE informed the Company that it had started a preliminary investigation into this BEE transaction to determine whether or not to proceed to a formal investigation, following a complaint by the Democratic Alliance. While Gold Fields was informed on June 22, 2015 that the Foreign Corrupt Practices Act Unit of the SEC concluded its investigation in connection with the BBBEE transaction related to South Deep and, based on the information available to them, would not recommend to the SEC that enforcement action be taken against Gold Fields, it is not possible to determine at this stage what effect the ultimate outcome of these investigations, any regulatory findings and any related developments may have on the Company. Among other things, the notice provided by the SEC regarding the conclusion of its investigation noted that the notice “must in no way be construed as indicating that the party has been exonerated or that no action may ultimately result from the staff’s investigation”. See “Information on the Company—Legal Proceedings and Investigations—Regulatory Investigation”.

To the extent that Gold Fields suffers from any actual or alleged breach or breaches of relevant laws (including South African anti-bribery and corruption legislation or the U.S. Foreign Corrupt Practices Act of 1977, or the FCPA) under any circumstances, they may lead to investigations and examinations, regulatory and civil fines, litigation, public and private censure, loss of operating licenses or permits and impact negatively upon our empowerment status and may damage Gold Fields’ reputation. The occurrence of any of these events could have a material adverse effect on Gold Fields’ business, operating results and financial condition.

Due to the nature of mining and the extensive environmental footprint of the operations, environmental and industrial accidents and pollution may result in operational disruptions such as stoppages which could result in increased production costs as well as financial and regulatory liabilities.

Gold mining by its nature involves significant risks and hazards, including environmental hazards and industrial and mining accidents. These may include, for example, seismic events, fires, cave-ins and blockages, flooding, discharges of gases and toxic substances, contamination of water, air or soil resources, radioactivity and other accidents or conditions resulting from mining activities including, among other things, blasting and the transport, storage and handling of hazardous materials.

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The occurrence of any of these hazards or risks could delay or halt production, increase production costs and result in financial and regulatory liability for Gold Fields (including as a result of the occurrence of hazards that took place at the Spin-off operations when they were owned by Gold Fields), which could have a material adverse effect on Gold Fields’ business, operating results and financial condition.

Due to ageing infrastructure at our operations, unplanned breakdowns and stoppages may result in production delays, increased costs and industrial accidents.

Once a shaft or a processing plant has reached the end of its intended lifespan, more than normal maintenance and care is required. Some of Gold Fields’ infrastructure in South Africa, Ghana and Australia falls into this category. Ageing infrastructure may also cause the Group to be unable to maintain throughput at its operations in Peru. Although Gold Fields has comprehensive strategies in place to address these issues, including maintenance and process plant optimization projects, incidents resulting in production delays, increased costs or industrial accidents may occur. Such incidents may have a material adverse effect on Gold Fields’ business, operating results and financial condition.

If Gold Fields loses senior management or is unable to hire and retain sufficient technically skilled employees or sufficient HDSA representation in management positions, its business may be materially adversely affected.

Gold Fields’ ability to operate or expand effectively depends largely on the experience, skills and performance of its senior management team and technically skilled employees. However, the mining industry, including Gold Fields, continues to experience a global shortage of qualified senior management and technically skilled employees. In particular, there is a shortage of mechanized mining skills in the South African gold mining industry. Gold Fields may be unable to hire or retain appropriate senior management, 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. Additionally, as a condition of our mining rights at South Deep, we must ensure that there is sufficient HDSA participation in our management and core and critical skills, and failure to do so could result in fines or the loss or suspension of our mining rights. If Gold Fields is not able to hire and retain appropriate management and technically skilled personnel or is unable to obtain sufficient HDSA representation in management positions or if there are not sufficient succession plans in place, this could have a material adverse effect on its business (including production levels), operating results and financial position.

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

Gold Fields’ operating results 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 and quality 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.

The price of oil has been volatile, fluctuating between U.S.$36.25and U.S.$58.07 per barrel of Brent Crude in 2016. As of April 3, 2017, the price of oil was at U.S.$53.53 per barrel of Brent Crude. Gold Fields does not currently have any significant oil hedges.

Furthermore, the price of steel has also been volatile. Steel is used in the manufacture of most forms of fixed and mobile mining equipment, which is a relatively large contributor to the operating costs and capital expenditure of a mine.

Fluctuations in oil and steel prices may have a significant impact on operating costs and capital expenditure estimates and, in the absence of other economic fluctuations, could result in significant changes in the total expenditure estimates for new mining projects or render certain projects non-viable.

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Gold Fields’ insurance coverage may not adequately satisfy all potential claims in the future.

Gold Fields has an insurance program, however, it may become subject to liability 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. For example, should Gold Fields be subject to any regulatory or criminal fines or penalties, these amounts would not be covered under its insurance program. Should Gold Fields suffer a major loss, future earnings could be affected. In addition, Gold Fields’ insurance does not cover loss of profits. Further, 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 it or any cross-claims made.

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

South Africa’s exchange control regulations, or the 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, or the CMA. Transactions between South African residents (including companies) and non-residents of the 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. 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”.

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

A portion of Gold Fields’ operations in South Africa, Ghana, Australia and Peru 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 contract risk, execution risk, litigation risk, regulatory risk and labor risk.

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, operating results and financial condition. See “Directors, Senior Management and Employees—Employees—Labor Relations—South Africa”, “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”.

Theft of gold and copper bearing materials and production inputs, as well as illegal and artisanal mining, occur on some of Gold Fields’ properties, are difficult to control, can disrupt Gold Fields’ business and can expose Gold Fields to liability.

A number of Gold Fields’ properties have experienced illegal and artisanal mining activities and theft of gold and copper bearing materials and copper cables (which may be by employees or third parties). The activities of illegal and artisanal miners could lead to depletion of mineral reserves, potentially affecting the economic viability of mining certain areas and shortening the lives of the operations as well as causing possible operational disruption, project delays, disputes with illegal miners and communities, pollution or damage to property for which Gold Fields could potentially be held responsible, leading to fines or other costs. Rising gold and copper prices may result in an increase in gold and copper thefts. The occurrence of any of these events could have a material adverse effect on Gold Fields’ business, operating results and financial condition.

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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.

Native title and Aboriginal cultural heritage legislation protects the claims and determined rights of Aboriginal people in relation to the land and waters throughout Australia in certain circumstances. Native title claims could require costly negotiations with the registered claimants and could have implications for 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. Similarly, there are risks that if Aboriginal cultural heritage sites are damaged or materially altered as a result of current or future operations, Gold Fields could be subject to criminal and/or civil penalties under relevant legislation. See “Information on the Company—Environmental and Regulatory Matters—Australia—Land Claims”.

HIV/AIDS, tuberculosis and other contagious diseases pose 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. Compounding this are the concomitant infections, such as tuberculosis, that can accompany HIV illness, particularly at the end stages, and cause additional healthcare-related costs. If there is a significant increase in the incidence of HIV/AIDS infection and related diseases among the workforce, this may have a material adverse effect on Gold Fields’ business, operating results and financial condition. See “Directors, Senior Management and Employees—Employees—Safety and Wellness—Employee Health and Wellness—HIV/AIDS”.

Additionally, the spread of contagious diseases such as respiratory diseases are exacerbated by communal housing and close quarters. The spread of such diseases could impact employees’ productivity, treatment costs and, therefore, operational costs.

Gold Fields utilizes information technology and communications systems, the failure of which could significantly impact its operations and business.

Gold Fields utilizes and is reliant on various information technology and communications systems, in particular SAP, payroll and time and attendance applications. Damage or interruption to Gold Fields’ information technology and communications systems, whether due to accidents, human error, natural events or malicious acts, may lead to important data being irretrievably lost or damaged, thereby adversely affecting Gold Fields’ business, prospects and operating results.

These systems may be subject to security breaches (e.g. cyber-crime or activists) or other incidents that can result in misappropriation of funds, increased health and safety risks to people, disruption to our operations, environmental damage, loss of intellectual property, disclosure of commercially or personally sensitive information, legal or regulatory breaches and liability, other costs and reputational damage. While no material losses related to cyber security breaches have been discovered, given the increasing sophistication and evolving nature of this threat, Gold Fields cannot rule out the possibility of them occurring in the future. An extended failure of critical system components, caused by accidental, or malicious actions, including those resulting from a cyber security attack, could result in a significant environmental incident, commercial loss or interruption to operations.

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. In particular, holders of Gold Fields securities who are located in the United States (including those who hold

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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 Securities Act is effective with respect to such securities or an exemption from the registration requirements of the 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 approvals 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. All of Gold Fields’ directors and executive officers 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.

Investors should be aware that 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, it does not mean that such awards are necessarily 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. Further, a plaintiff who is not resident in South Africa may be required to provide security for costs in the event of proceedings being initiated in South Africa. In addition, 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 should also be aware that a foreign judgment is not directly enforceable in South Africa, but constitutes a cause of action which will be enforced by South African courts only if certain conditions are met.

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 and any dividend payment may be subject to withholding tax.

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

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only if it meets the solvency and liquidity tests set out in the Companies Act No. 71 of 2008, or the Companies Act, and Gold Fields’ Memorandum of Incorporation, or MOI. Given these factors and the Board of Directors’ discretion to declare cash dividends or other similar payments, dividends may not be paid in the future. It should be noted that a 20% withholding tax on dividends declared by South African resident companies to non-resident shareholders or non-resident ADS holders was introduced with effect from February 22, 2017. See “Additional Information—Taxation—Certain South African Tax Considerations—Withholding Tax on Dividends”.

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 future dividends or distributions with respect to Gold Fields’ ordinary shares, if any, 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 not be freely transferable outside South Africa to shareholders who are not residents of the CMA. 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.

Shareholders’ equity interests in Gold Fields will be diluted to the extent of future exercises or settlements of rights under the Gold Fields 2012 Share Plan, or the 2012 Plan, the Gold Fields 2005 Share Plan, or the 2005 Plan, the revised Gold Fields Limited 2012 share plan, or the revised Gold Fields Limited 2012 Share Plan, and any additional rights. See “Directors, Senior Management and Employees—The Gold Fields Limited 2005 Share Plan” and “Directors, Senior Management and Employees—The Revised Gold Fields Limited 2012 Share Plan”. Gold Fields shares are also subject to dilution in the event that the Board is required to issue new shares in compliance with BBBEE legislation.

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ITEM 4: INFORMATION ON THE COMPANY

Introduction

Gold Fields is a significant producer of gold and a major holder of gold reserves in South Africa, Ghana, Australia and Peru. In Peru, Gold Fields also produces copper. Gold Fields is involved in underground and surface gold and copper mining and related activities, including exploration, development, extraction, processing and smelting.

In 2016, the South African, West African, Australasian and South American operations produced 13%, 32%, 43% and 12% of Gold Fields total gold-equivalent production, respectively. Gold Fields’ currently holds a 91.3% interest in the South African operation, South Deep. Gold Fields also owns the St. Ives mine, the Yilgarn South Assets and has a 90.0% interest in each of the Tarkwa gold mine and the Damang gold mine in Ghana. Gold Fields also owns a 99.53% economic interest in the Cerro Corona mine in Peru. In November 2016, Gold Fields entered into a 50:50 unincorporated joint venture with Gold Road Resources, or Gold Road, for the development and operation of the Gruyere Gold Project in Western Australia. In addition, Gold Fields has gold and other precious metal exploration activities and interests in Africa, Eurasia, Australasia and the Americas.

As of December 31, 2016, Gold Fields reported attributable proven and probable gold and copper reserves of 48.0 million ounces of gold and 454 million pounds of copper, as compared to the 46.1 million ounces of gold and 532 million pounds of copper, reported as of December 31, 2015. See “—Reserves of Gold Fields as at December 31, 2016”.

In fiscal 2016, Gold Fields processed 34.2 million tonnes of ore and produced 2.22 million ounces of gold equivalent ounces. On an attributable basis, Gold Fields produced 2.15 million ounces of gold equivalent ounces.

Competitive Position

Gold Fields is a producer of gold and major holder of gold reserves in South Africa, Australia, Ghana, and Peru. Gold is a commodity product generally sold in U.S. dollars, with London being the world’s primary gold trading market. Gold is also actively traded using futures and forward contracts. The price of gold has historically been significantly affected by macroeconomic factors, such as inflation, exchange rates and reserves policy and by global political and economic events, rather than simple supply and demand dynamics. As a general rule, Gold Fields sells the gold it produces at market prices to obtain the maximum benefit from prevailing gold prices.

Historically, the key gold producers globally have been Barrick, Newmont Mining Corporation, or Newmont, AngloGold Ashanti, Goldcorp Inc., or Goldcorp, and Gold Fields before the Spin-off. In fiscal 2016, Barrick, Newmont, AngloGold Ashanti and Goldcorp were, in that order, the four largest gold producers in the world, producing 5,517, 4,898, 3,628 and 2,873 thousand ounces respectively, and together accounted for 16% of the total global production for the year, according to the information provided by the companies and industry reports. Gold Fields was the seventh largest gold producer in the world in 2016, producing 2.15 million gold equivalent ounces on an attributable basis.

According to publicly available sources, at December 31, 2016 for each of Barrick, Newmont, AngloGold Ashanti and Goldcorp, Barrick had 13 operations in eleven countries, Newmont had 15 operations in five countries, AngloGold Ashanti had 17 operations in nine countries and Goldcorp had 12 operations in six countries.

Gold Fields attempts to attract and retain motivated high caliber employees through a mix of guaranteed and performance-based remuneration, as well as short-term and long-term incentives, and non-financial rewards relating to work experience. However, the worldwide mining industry, including Gold Fields, continues to

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experience a shortage of qualified senior management and technically skilled employees. In order to maintain competitiveness in the global labor market, regular industry market surveys are conducted to benchmark remuneration practices and to keep abreast of industry movements regarding employee benefits and non-financial employee reward and recognition programs.

Developments since December 31, 2015

Since the end of fiscal 2015, the following significant events have occurred:

On February 19, 2016, Gold Fields Australasia (Proprietary) Limited, or GFA, a wholly owned subsidiary of Gold Fields, announced an offer to purchase U.S.$200 million of the notes due October 7, 2020, issued October 7, 2010, or the U.S.$1 billion Notes. Gold Fields accepted for purchase an aggregate principal amount of U.S.$1 billion Notes equal to U.S.$147.6 million at the purchase price of U.S.$880 per U.S.$1,000 in principal amount of U.S.$1 billion Notes. Gold Fields intends to hold the U.S.$1 billion Notes acquired until their maturity date on October 7, 2020. See “Additional Information—Material Contracts—U.S.$1 billion Notes Issue”.

On March 17, 2016, Gold Fields concluded the Development Agreement with the government of Ghana for both the Tarkwa and Damang mines. See “—Environmental and Regulatory Matters—Ghana—Mineral Rights”.

On March 18, 2016, Gold Fields successfully completed a U.S.$151.5 million (R2.3 billion) non-U.S. accelerated equity raising by way of a private placement, or the Placing, to institutional investors. A total number of 38,857,913 new Gold Fields shares were placed at a price of R59.50 per share which represents a discount of 6.0% to the 30-day volume weighted average traded price, for the period ended March 17, 2016 and a 0.7% discount to the 50-day moving average. The net proceeds from the Placing were applied to the U.S.$1,510 million term loan and revolving credit facilities that were utilized to purchase the U.S.$1 billion U.S.$1 billion Notes amounting to U.S.$147.6 million, as described above.

On March 29, 2016, the Full Court of the Federal Court of Australia overturned a July 2014 Federal Court decision that the re-grant of certain tenements to Gold Fields Australia’s St. Ives mine in 2004 by the State was not compliant with the correct processes in the Native Title Act. The Applicants’ application to seek leave to appeal this decision to the High Court of Australia was unsuccessful, and the matter is now finalized. See “—Legal Proceedings and Investigations—Ngadju Native Title Claim”.

On May 13, 2016, the South Gauteng High Court ordered, among other things, the certification of two separate classes for silicosis and tuberculosis on behalf of current or former mineworkers (and their dependents) who have allegedly contracted silicosis and/or tuberculosis while working for one or more of the mining companies listed in the application. Subsequently the mining companies listed in the application were granted leave to appeal against all aspects of the class certification judgment. See “—Legal Proceedings and Investigations—Silicosis”.

On June 7, 2016, Gold Fields successfully refinanced its U.S.$1,510 million credit facilities due in November 2017. The new facilities amount to U.S.$1,290 million and comprise three tranches:

• U.S.$380 million: 3 year term loan maturing in June 2019 – margin 250 basis points (bps) over Libor;

• U.S.$360 million: 3 year revolving credit facility also maturing in June 2019 (with an option to extend to up to 5 years) – margin 220bps over Libor; and

• U.S.$550 million: 5 year revolving credit facility maturing in June 2021 – margin 245bps over Libor.

The new facilities were concluded with a syndicate of 15 banks. On average, the interest rate on the new facilities is similar to the interest rate on the existing facilities. A total of US$645 million was drawn down from the new facilities on 13 June 2016 to repay the group’s existing US$ facilities, with US$645 million remaining unutilized. The refinancing is a key milestone in Gold Fields’ balance sheet management and increases the maturity of its total borrowings, with the first maturity now only in June 2019 (previously November 2017).

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On December 13, 2016, Gold Fields acquired a 50% interest in the Gruyere Gold Project for a total purchase consideration of A$350 million (U.S.$259 million) payable in cash and a 1.5% royalty on Gold Field’s share of production after the total mine production exceeds 2 million ounces. The purchase consideration comprises A$250 million (U.S.$185 million) payable on the effective date (December 13, 2016), and A$100 million (U.S.$74 million) payable according to an agreed construction cash call schedule. In addition, transaction costs of A$19 million (U.S.$13 million) were incurred and capitalized. The 1.5% royalty will be accounted for as the production milestones are met. The 50% unincorporated interest in the project was accounted for as a joint operation. Based on an assessment of the relevant facts and circumstances, the Group concluded that the acquisition of the Gruyere Gold Project did not meet the criteria for accounting as a business combination and the transaction was accounted for as an asset acquisition. Refer note 15.2 to the consolidated financial statements.

During fiscal 2016, Gold Fields established a new Technology and Innovation, or the T&I, division This division has technical oversight throughout the Group and has developed a new T&I strategy by determining the best ways to improve safety, increase production and reduce operating costs. See “—Group Performance Scorecard—Business Optimization—Technology and Innovation”.

On February 16, 2017, Gold Fields announced the results of the Rebase Plan. The Rebase Plan defines the updated Mineral Reserve and LoM plan for South Deep and incorporates all recent revisions and improvements in mine design, production scheduling and geotechnical parameters. In addition, the supporting infrastructure equipment, labor, ore handling, ventilation and refrigeration, backfill, water and power provisions required to support the production plan have been incorporated. South Deep is now targeting steady-state annual production of approximately 500,000 ounces by fiscal 2022 at an AIC of U.S.$900 per ounce.

In October 2016, Gold Fields announced its reinvestment plan for the Damang Gold mine in Ghana, or the Damang Reinvestment Plan, which is expected to extend the LoM by eight years from 2017 to 2024. The Damang Reinvestment Plan is expected to enhance Gold Fields presence in one of our key operating regions and result in significant social benefits for the country, including the creation and preservation of 1,850 direct and indirect employment positions.

On December 4, 2016, Gold Fields continued to streamline its portfolio by selling 11 producing and non-producing royalties to Toronto-listed Maverix Metals Inc. in return for a 32% stake in the company (refer note 15.1(b) to the consolidated financial statements).

Effective March 31, 2017, ABSA Bank Limited, GFIJVH, GFO and certain wholly owned subsidiaries of Gold Fields entered into a R500 million Revolving Credit Facility. The purpose of the facility is to fund capital expenditure and general corporate and working capital requirements of the Gold Fields group. The tenor of the facility is six years. The final maturity date of this facility is March 31, 2020.

Effective March 31, 2017, Standard Bank, GFIJVH, GFO and certain wholly owned subsidiaries of Gold Fields entered into a R500 million Revolving Credit Facility. The purpose of the facility is to fund capital expenditure and general corporate and working capital requirements of the Gold Fields group. The tenor of the facility is six years. The final maturity date of this facility is March 31, 2020.

Planned Disposals

Gold Fields, in line with its strategy of efficient portfolio management, identifies and earmarks for divestment assets that are not aligned with the Group’s business objectives. The Arctic Platinum Project, or APP, in Finland remains earmarked for divestment.

In addition, Gold Fields has stated that it will, in the first half of fiscal 2017, commence a sales process for Darlot. Darlot was acquired in fiscal 2013 as part of the acquisition of Barrick Gold’s Yilgarn South Assets in Western Australia. Gold Fields has invested heavily to extend the LoM beyond the initial projected six months which has resulted in Darlot producing more than 228,000 ounces of gold in the past three years. The ongoing

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multi-year investment in exploration as well as the discovery of new mineral deposits at Darlot could increase the current LoM, which extends to early fiscal 2018 based on current reserves. However, without additional conversion or discovery, the production levels are expected to decline over time, which may adversely affect the current LoM of Darlot to mid-fiscal 2018 and the full reserve may not therefore be exploited. Management believes that Darlot needs a more intensive exploration focus, which Gold Fields is unable to provide given its significant exploration activities at its other Australian assets as well as the development of the Gruyere Gold Project.

Organizational Structure

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

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Group Structure⁽¹⁾⁽²⁾

Notes:

(1) As of April 3, 2017, unless otherwise stated, all subsidiaries are, directly or indirectly, wholly-owned by Gold Fields.

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(2) See “Additional Information—Material Contracts—Additional Black Economic Empowerment Transactions”.

(3) Not all other subsidiaries and investments are wholly-owned.

Gold Fields is a limited 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.

Strategy

Overview

After almost four years of belt-tightening and consolidation, fiscal 2016 was the year in which Gold Fields started strengthening and expanding its portfolio of mines and projects to ensure longer-term sustainable cash generation.

Gold Fields began fiscal 2016 in much better financial and operational shape than when our transformation journey started in fiscal 2012. While we benefited from a stronger than planned for gold price our 2016 successes are attributable to remaining focused on achieving our key strategic priorities, which were:

• South Deep—finalize and successfully implement the Rebase Plan for long-term success;

• Cash-flow generation—improve cash flow and margin;

• Dividends—pay between 25% and 35% of normalized earnings;

• Balance sheet—reduce net debt to adjusted EBITDA, ratio to 1.0 times or below by the end of fiscal 2016; and

• Growth and expansion—through brownfields exploration, project development and opportunistic, value-accretive acquisitions.

The Company has made progress on each of these priorities during fiscal 2016.

In February 2017, we announced the long-term production and cost guidelines for the South Deep mine in South Africa after two years of extensive rebasing work by the management team appointed in fiscal 2015. We are now targeting steady-state production of approximately 500,000 ounces by fiscal 2022 at an AIC of U.S.$900 per ounce. Of significance, South Deep was cash-positive in fiscal 2016 for the first time, helped by the higher Rand gold price.

During fiscal 2016, we generated U.S.$294 million in net cash flow (non-IFRS measure-see “Information on the Company—Glossary of mining terms—net cash flow” for a reconciliation to “net cash flow from operations” in accordance with IFRS) compared with U.S.$123 million in fiscal 2015. While our Australian mines and South Deep were undoubtedly aided by the weaker Australian Dollar and South African Rand, improved cash generation is also attributable to tight cost management by our operational teams, as well as the improved operating performance at South Deep, which recorded a U.S.$92 million swing in cash-flow from an outflow of U.S.$80 million in fiscal 2015 to an inflow of U.S.$12 million in fiscal 2016. The 17% cash-flow margin at the average gold price received of U.S.$1,241 per ounce in fiscal 2016 is well ahead of target (15% at a gold price of U.S.$1,300 per ounce).

The total dividend for the year of R1.10 per share equates to 32% of normalized earnings, at the upper end of our dividend policy and 340% ahead of the total dividend declared in fiscal 2015.

Through a combination of improved cash-flows, debt restructuring and equity raising, we managed to achieve a net debt to adjusted EBITDA ratio of 0.95 times at the end of fiscal 2016 (even after the upfront A$250 million payment for the Gruyere Gold Project), compared with 1.38 times at the end of fiscal 2015. We are confident of maintaining a responsible net debt position during fiscal 2017, despite funding new, lower-cost projects.

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A significant investment in the future of Gold Fields positions us to generate future profits at the current gold price and offer leverage to a rising gold price. In support of this strategy, we launched some key projects during fiscal 2016, in addition to the South Deep rebase announcement:

• In October, we announced a US$341 million investment at our Damang mine to extend the life of the mine by 1.6 million ounces and eight years. Production will be at a low AIC of around US$950/oz and be cash- generative in about three years’ time.

• In November, we acquired a 50% joint venture interest in and management control of the Gruyere Gold Project in Western Australia owned by Australian exploration company Gold Road Resources for a consideration of A$350 million. Once in production, which is forecast for late fiscal 2018 or early fiscal 2019 and will require a total of A$507 million in capital for the construction, the Gruyere Gold Project will produce about 270,000 ounces a year (100% basis) over a 13-year reserve life at an AIC of less than U.S.$805 per ounce;

• Also in Western Australia, we spent A$102 million (U.S.$76 million) on near-mine (brownfields) exploration at our four mines, adding 450,000 ounces in mineral reserves (after depletion) during the year. This was driven by successful exploration programs at St. Ives and Granny Smith. For fiscal 2017, we have planned a further A$89 million (U.S.$65 million) in brownfields exploration spend at the operating mines as well as A$4 million (U.S.$3 million) at the Gruyere Gold Project; and

• Finally, we streamlined our portfolio by selling 11 producing and non-producing royalties to Toronto-listed Maverix Metals Inc., or Maverix, in return for a 32% stake in Maverix, which has already provided a noticeable increase in value.

All of our key decisions regarding the Company’s future growth relied on collaboration with our stakeholders to achieve meaningful cash-flow for the benefit of all stakeholders:

• Gold Fields showed a vastly improved safety performance in fiscal 2016. Our TRIFR improved by 33% to 2.27 recordable injuries per million hours worked. Regrettably, we still had one fatality in fiscal 2016, compared to three fatal mine accidents in fiscal 2015. We have found that there is a strong correlation between a safe mine and a strong operating performance, and remain committed to realizing our Zero Harm policy;

• The long-term Rebase Plan for South Deep is critically dependent on the co-operation of our employees, and the three-year agreement we entered into with their representative trade unions in fiscal 2015 was a vital underpin to the plan. We have also engaged the local community through a variety of projects focused on improving their social and economic wellbeing with a specific emphasis on host community procurement and employment. This, we believe, will ensure that these communities will grant us our social license to operate, which is critical given South Deep’s significant mine life;

• The investment in Damang was facilitated in part by the signing of a Development Agreement with the Ghanaian government in March 2016. This agreement provides tax and other concessions in return for future investment at our operations. Furthermore, the investment guarantees the creation and protection of about 1,850 direct jobs as well as sizeable community programs over the mine’s new eight-year life; and

• A significant investment in low-carbon and renewable energy projects at many of our mines is intended to ensure that we reduce the future cost of electricity and facilitate long-term security of supply, thereby mitigating two critical risks facing the Company. A majority of our Australian and Ghanaian operations are now powered by gas, after new gas-fired power plants were commissioned to supply our Granny Smith, Tarkwa (currently 50% supply) and Damang mines. In addition, we have appointed a renewable energy firm to develop a 40MW solar plant at South Deep over the next two years, which apart from lower costs and security of supply, has the added benefit of reducing carbon emissions at the mine.

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Supporting our integrated management approach is robust and effective corporate governance throughout the Group. During fiscal 2016, the Company revised its Code of Conduct, which forms the ethical basis of the business and informs how we conduct ourselves and interact with all stakeholders. We have also committed to implementing the recommendations of the King IV Report on Corporate Governance.

Our focus on viable cash-generation was supported by the recovery in the gold price during fiscal 2016. After falling by 45% between September 2011 and December 2015, when it hit a low of U.S.$1,060 per ounce, the gold price recovered in fiscal 2016, ending the fiscal year at U.S.$1,130 per ounce. Since then it stabilized at around the U.S.$1,200 per ounce level towards the end of February 2017. To some extent, we were also supported by weaker currencies in commodity-exporting nations, though this effect was less pronounced than in fiscal 2015.

The ability to generate cash is critical in distributing the benefits from mining to our stakeholders. In fiscal 2016, Gold Fields’ value distribution, as measured by the WGC definitions, totaled U.S.$2.505 billion, slightly more than the U.S.$2.425 billion we distributed in fiscal 2015. This amount was dispensed as follows during fiscal 2016:

• U.S.$122 million (fiscal 2015: U.S.$117 million) to shareholders and debt providers, who are seeking a return on their invested capital through dividend and interest payments;

• U.S.$482 million (fiscal 2015: U.S.$435 million) to our employees, whose work is rewarded through salaries and other benefits;

• U.S.$1,648 billion (fiscal 2015: U.S.$1.663 billion) to contractors and suppliers, from whom we procure goods and services;

• U.S.$235 million (fiscal 2015: U.S.$196 million) to governments and regulators, who grant us our mining licenses and who benefit from our tax and royalty payments; and

• U.S.$16 million (fiscal 2015: U.S.$14 million) in social investment programs among our host communities, whose support is critical for our social license to operate and who benefit significantly through host community jobs and procurement.

Group Performance Scorecard

Each year, Gold Fields adopts a Group performance scorecard that incorporates the strategic priorities and seeks to instill the right culture and behaviors among our workforce, driven by the strategic imperative of cash generation.

By integrating all of the key value drivers into the business, the scorecard also aims to enhance the Group’s sustainability. The scorecard consists of four key performance areas and elements against which we measure our performance. These are financial performance; our social license to operate; people; and business optimization.

Financial Performance

The first key performance area of the Group scorecard is financial performance, as measured by cash flow generation and debt reduction as well as improving investor confidence. Our strategy is driven by the objective of generating a 15% FCF Margin at a gold price of U.S.$1,300 per ounce, as we believe that this is a reasonable long-term price for bullion. The premise is that when the gold price trades above U.S.$1,300 per ounce, the FCF Margin will grow commensurately. Conversely, when prices trade below U.S.$1,300 per ounce, as we have seen since 2012, the inclusion of the 15% FCF Margin at that level provides Gold Fields with a safety cushion down to our cash breakeven level of approximately U.S.$1,050 per ounce. The Group’s FCF Margin for 2016 was 17%, despite the fact that at U.S.$1,241 per ounce, the actual annualized gold price received was again below the planning price of U.S.$1,300 per ounce. It illustrates that our strategy of boosting margin growth is paying off.

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Net Cash Flow and Focus on Cost

Net cash flow is one of the key measurements of Gold Fields’ turnaround strategy since fiscal 2012. Despite the 25% decline in the average price of gold between fiscal 2012 and fiscal 2016, Gold Fields’ ability to generate cash has improved substantially. During fiscal 2016, this was aided by the higher average gold price received, as well as a weakening of the Rand and the Australian dollar against the U.S. dollar. The improved Rand gold price also helped South Deep breakeven for the first time. Our cash flow progression over the past five years has seen us turn around a net cash outflow of U.S.$280 million in fiscal 2012 to a net cash inflow of U.S.$294 million in fiscal 2016.

Central to our ability to generate free cash flow is a commitment to cost management, which we have implemented rigorously over the past few years, though we have been careful not to cut sustaining capital expenditure critical to maintaining the long-term integrity of our ore bodies.

During fiscal 2016, costs were marginally lower than in fiscal 2015 as a result of exchange rate benefits, lower oil prices and cost controls by our operations. Both AIC at U.S.$1,006 per ounce and AISC at U.S.$980 per ounce were below their respective 2016 guidance ranges of U.S.$1,035 per ounce to U.S.$1,045 per ounce and U.S.$1,000 per ounce to U.S.$1,010 per ounce, respectively. Cumulative reduction for AIC between fiscal 2012 and fiscal 2016 has been 35%.

Debt Reduction

One of Gold Fields’ key strategic objectives has been to reduce the amount of debt on our balance sheet. In this regard, management set itself a target of reducing the net debt to adjusted EBITDA ratio to below 1.0x by the end of fiscal 2016.

Over the year, the Group entered into a number of transactions which impacted the debt balance, including a bond buy-back of U.S.$148 million funded from an equity raising of U.S.$152 million to decrease the level of net debt. The first upfront payment for the Gruyere transaction (A$250 million) in December 2016 had the effect of increasing the Group’s net debt. Despite this, the bond buy-back and equity raising, as well as the U.S.$294 million in net cash flow generated during the year, helped decrease our net debt by U.S.$214 million, from U.S.$1,380 million at the end of December 2015 to U.S.$1,166 million at the end of December 2016. This resulted in a net debt to adjusted EBITDA ratio of 0.95x, below our stated target of 1.0x.

Improving Investor Confidence

Our portfolio has undergone a fundamental change since fiscal 2013. We spun off the Sibanye Gold assets to shareholders, eliminated marginal mining, stopped all projects in our growth pipeline that did not provide an adequate return and, in October 2013, acquired the Yilgarn South Assets in Western Australia from Barrick.

In fiscal 2016, we expanded our portfolio to take advantage of the improved gold price and our significant cash-flow generation.

The only operating asset in the Group that still has to be brought fully to account is our South Deep mine. Here we achieved cash breakeven for the first time in fiscal 2016. The mine reported net cash inflow of U.S.$12 million compared to an outflow of U.S.$80 million in fiscal 2015 and in February 2017 announced the mine’s long-term production and cost metrics (the Rebase Plan).

Gold Fields also remains one of the higher dividend payers among its peers. The total dividend declared for the year of R1.10 per share (fiscal 2015: R0.25 per share) is equivalent to 32% of normalized earnings, close to the top end of our dividend policy of paying out 25% to 35% of normalized earnings as dividends. We believe that Gold Fields has established a solid base which will maintain the confidence of our current shareholders and attract long-term investors seeking value and leverage to the gold price.

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Business Optimization

Underpinning the financial performance of the business is Gold Fields’ commitment to running its operations safely, efficiently and cost-effectively without undermining the longevity of our mines. We measure the success of business optimization by looking at our progress on Safety and Health; the performance and growth of our portfolio of mines and projects; setting up the South Deep project for long-term success; running our mines energy efficiently; and using technology and innovation to optimize their future performance.

Gold Fields’ operating and financial performance during fiscal 2016 showed that our efforts in this regard are paying off. Highlights were:

• Production of 2.15 million gold-equivalent attributable ounces, broadly in line with our updated guidance for the full year of 2.10 to 2.15 million ounces;

• Strong cost management across the Group resulted in a good cost performance with AISC of U.S.$980 per ounce and AIC of U.S.$1,006 per ounce in fiscal 2016, below guidance for the year; and

• Net cash flow increased strongly to U.S.$294 million in fiscal 2016 compared with U.S.$123 million in fiscal 2015.

Safety and Health

Safety is management’s first priority in running our operations, and it is critical that we continuously emphasize that our first value is “if we cannot mine safely we will not mine.” Nevertheless, we had one fatality during fiscal 2016 (compared with four fatalities in fiscal 2015, three resulting from operational accidents and one from crime). On September 10, 2016, Mr. Vakele Thafeni, a learner miner, was killed after a 1.5 magnitude seismic event caused an underground rock burst at South Deep. Post year-end, on January 1, 2017, Thankslord Bekwayo, a dump truck operator, and on February 16, 2017, Nceba Mehlwana, a loco driver, were killed in underground accidents.

While any fatality is an undoubted setback on our journey to Zero Harm, we are encouraged by the progress made in terms of our overall safety performance during 2016. Our TRIFR showed a further 33% improvement to 2.27 per million hours worked from 3.40 in fiscal 2015.

The work on safety is integral to our operational discipline and has been accepted as the foundation for improved performance. As such, there is no conflict between pursuing safety and productivity at the same time. Behavior-based safety programs are in place across the Company and our work at embedding these into our day-to-day performance, along with visible management leadership on the ground, continues. At South Deep, the CEO’s “Zero Harm” task team has been strengthened with the addition of a Board director to the team. The Group has also intensified operation-specific health and wellness programs, focusing on improving the physical and mental health of our employees.

Quality Portfolio of Assets

During fiscal 2016, Gold Fields made a conscientious effort to invest in enhancing the quality of its existing portfolio while at the same time identifying value-accretive acquisitions. This active portfolio management approach requires an ongoing strategic review of all existing assets as well as potential acquisition targets against our strategic imperatives. Similarly, growth at Gold Fields is not just a matter of increasing the Group’s mineral resources and mineral reserves or boosting the production profile; it is about growing cash flow per ounce and per share in the medium and long term.

In this context, Gold Fields continued to focus on improving the cash-generation performance of its existing operations and identifying value-adding projects. The pillars that support this strategy are:

• Protection of the commercial sustainability of our mines by avoiding high-grading and investing in ore development on an ongoing basis;

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• The cessation of all early greenfields exploration activity and a focus on brownfields (near-mine) exploration for LoM, particularly at our Australian operations;

• Production and strategic planning based on the delivery of a 15% FCF margin at a gold price of U.S.$1,300 per ounce; and

• The identification of cash-generative acquisition opportunities that are aligned with Gold Fields’ core competencies.

To ensure that our business has a strong future, we have made ongoing investment in brownfields exploration as well as the development of ore bodies strategic priorities. These are among the last activities we would cut, even in a sustained low gold price environment the costs associated with maintaining the integrity of our ore bodies is built into our mines’ cash-flow models.

Key decisions since January 2016 that improved the quality of our portfolio of assets included:

• The Damang Reinvestment Plan which will extend the mine’s LoM by eight years to 2024 at costs that will lower the Company’s average cost of production;

• The acquisition of 50% of the Gruyere Gold Project in Western Australia from Gold Road;

• The progression of the Salares Norte project in Chile to a pre-feasibility study;

• The sale of our royalty portfolio to Maverix in return for a 32% holding in the company; and

• The decision to commence with the sale of the Darlot mine in Western Australia.

Gold Fields believes that near-mine exploration offers the best route to low-cost ounce replacement that can generate cash in the short- and medium-term. In fiscal 2016, Gold Fields raised its total near-mine exploration expenditure by 5% to U.S.$80 million, on top of the U.S.$162 million spent in the preceding three years, in pursuit of this strategy. Much of this activity was focused on the Australia region, where the four mines in our portfolio spent A$102 million (U.S.$76 million) in fiscal 2016, in line with the A$91 million (U.S.$72 million) spent in fiscal 2015.

This is part of a multi-year strategy to both replace and increase quality reserves and resources at our operations in Australia. In addition to exploration drilling to extend current ore bodies, activity focused on developing early-stage generative targets on the prospective leases. Some successes from fiscal 2016 included:

• St. Ives’ Invincible mine was extended to Invincible Underground and Invincible South;

• Work at Agnew/Lawlers showed good potential at the Waroonga North ore body, adjacent to the Waroonga underground operation; and

• Exploration at Granny Smith indicated further mineralization at depth of the existing Wallaby underground mine.

To build on the work undertaken to date, we have budgeted A$89 million (U.S.$65 million) for fiscal 2017. This includes exploration at the Gruyere Gold Project, which is a departure from the brownfields approach, but which we believe will enhance our portfolio in Western Australia and expand our exposure to this new and emerging goldfield. Furthermore, we have proven our ability to absorb new operations into the Gold Fields Australia portfolio by leveraging off existing resources. Gold Fields took over management of the Gruyere Gold Project on February 1, 2017, and first production is expected by late fiscal 2018 or early fiscal 2019.

Pursuing cash-generative acquisition opportunities is an integral part of our strategy although by necessity, opportunistic in nature. However, given our existing commitments, further merger and acquisitions, or M&A, during fiscal 2017 or fiscal 2018 appears unlikely except in countries in which we already have a presence and where it has synergistic benefits. It would be modelled on our successful U.S.$262 million acquisition of the Yilgarn South Assets from Barrick Gold in October 2013. An acquisition like this will be difficult to replicate in terms of the price we paid, but the structural benefits and subsequent management efforts have given us a model to replicate.

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Finally, we are examining whether a return to judicious greenfields exploration would be a viable proposition in view of the sharp price escalation of mines already in operation. This strategic consideration is at an early stage and includes an evaluation of whether Gold Fields should pursue greenfields exploration on its own or in co-operation with junior miners.

During fiscal 2016, Gold Fields increased attributable gold mineral reserves (net of depletion) by 4% to 48.1Moz. Attributable copper mineral reserves totaled 454 million pounds (fiscal 2015: 532 million pounds). Encouragingly, in Australia, we added 450,000oz in mineral reserves (after depletion) during fiscal 2016.

South Deep

In fiscal 2015, the new management team at South Deep took a decision to take a step back and “get the basics right” to ensure a stronger foundation for sustainable growth in the future. During fiscal 2016, this rigorous approach showed signs of success, with the following encouraging indicators of improvement:

• The mine’s safety performance was the best it has been since Gold Fields bought the project in fiscal 2006, though we regrettably had one fatal mining accident (fiscal 2015: two fatalities);

• Production of 290,400 oz in fiscal 2016 was 47% higher than the 198,000oz produced in fiscal 2015;

• Costs were reduced with AIC of U.S.$1,234 per ounce showing a significant 21% improvement on the U.S.$1,559 per ounce reported in fiscal 2015;

• Most significantly, South Deep was cash positive for the first time, aided by a currency hedge and the stronger Rand gold price of R584,894/kg (fiscal 2015: R478,263/kg) received during the year. The mine generated U.S.$12 million in net cash flow during fiscal 2016 compared with an outflow of U.S.$80 million in fiscal 2015; and

• Full implementation of the high profile destress mining method.

Key to improvements at South Deep were strategic interventions on a number of fronts:

• People: The recruitment of identified critical skills was completed during fiscal 2016 and most of the core mining and engineering positions have now been filled, a process supported by intensified training programs for our existing staff. In addition, the signing of a three-year wage deal with trade unions in March 2015, which will govern wages and other working conditions until March 2018, is expected to give South Deep a degree of labor stability as the mine builds up;

• Fleet: As part of the fleet renewal strategy, 58 category 1 units have been commissioned over the past two years. The total category 1 fleet currently stands at 111 units. The renewed fleet is expected to have a positive impact on fleet availability and utilization. The maintenance capacity at South Deep improved during the year through the implementation of supplier maintenance contracts in corridor 2 (approximately 35% of total mining), as well as the commissioning of the 93 level workshop; and

• Mining method: During fiscal 2015, South Deep management, in collaboration with a team of leading international and local geotechnical experts, reviewed the destress mining method. Following the recommendations, we implemented a strategic change in the design of destress methodology, and converted from low profile to high profile destress mining during fiscal 2016. By year-end, most of the mine was employing this approach, which contributed significantly to simplifying and de-risking the mining process.

Building on this work, in February 2017, the Board approved the long-awaited Rebase Plan for South Deep, which sketches the long-term production and cost profile of the mine. The key features of this plan are:

• Increasing the tonnes milled to 2,861 kt by fiscal 2022;

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• Ramping up production to 500,000 oz by fiscal 2022;

• Reducing AIC to U.S.$900 per ounce by fiscal 2022; and

• Growth of capital expenditure of R2.3 billion (U.S.$151 million) over the next six years.

Managing Energy Costs and Climate Change Risks

Energy remains a major performance driver, accounting for 19% of Group operating costs in fiscal 2016, having gradually risen from 18% in fiscal 2013, amid increasing energy demand and supply constraints in all of our operating regions. As part of the Integrated Energy and Carbon Management strategy implemented in 2014, each of our regions has set energy reduction targets, which have already delivered around U.S.$41 million in savings (against plans) between fiscal 2014 and fiscal 2016. For fiscal 2016, this equates to energy savings of around 3% against our business plans, with an additional benefit of 4% savings in our CO₂e. Most critically though is that the average energy spend per ounce of gold produced has declined by 18% to US$130/oz between 2014 and 2016, with energy efficiency initiatives contributing the equivalent of US$5/oz to these savings.

At the same time, the regions have been tasked with securing access to future energy sources. In Ghana, where the government required our mines to reduce their electricity consumption by 25% to 30% over the past few years, both Tarkwa and Damang have signed power purchase agreements with an independent power producer, which successfully commissioned new gas-powered plants at both of these mines during fiscal 2016. The plants at Tarkwa (3 x 11MW units) and Damang (5 x 5.5MW units) are expected to result in reliable supply and significant electricity cost savings for both operations. As at the end of fiscal 2016, 100% of Damang’s and 50% of Tarkwa’s power requirements were supplied by the new gas-powered plants. It is expected that these plants will supply 100% of Tarkwa’s power requirements from the beginning of fiscal 2018.

With the successful commissioning of a new gas power plant at Granny Smith, each of our four mines in Western Australia is now supplied by gas and new long-term supply agreements have been entered into with various utilities. While lower global diesel prices have somewhat mitigated the current cost benefits of a switch to gas, we believe that the long-term price differential will favor gas over diesel. Gas is also a cleaner fuel with resultant environmental benefits. Our Cerro Corona mine in Peru also has a long-term power agreement in place with a private gas company.

The improved power supply environment in South Africa ensured that our South Deep mine was not subject to load-curtailment programs during fiscal 2016. In keeping with our commitment to renewable energy, we solicited proposals for an on-site 40MW photovoltaic solar plant at the mine. In October 2016, we appointed an independent renewable power company to build, own and operate the solar plant for the next 20 years. The plant will provide around 19% of the mine’s annual power requirements at costs that are at least on par with Eskom tariffs.

Gold Fields remains committed to our goal of 20% renewable energy generation over the LoM at all new projects and is investigating this requirement for our Salares Norte project in Chile.

Greater use of renewables has the added benefit of reducing our carbon footprint, which is one of Gold Fields’ key environmental priorities. During fiscal 2016, our total CO₂ emissions increased to 1.96 million tonnes (fiscal 2015: 1.75 million tonnes), but we expect longer-term benefits to our emissions arising from the energy efficiency projects we have put in place at our mines. During fiscal 2016, we implemented a Group climate change policy that addresses the risks faced by our operations as a result of the change in climate arising from global warming.

Technology and Innovation

An important addition to our fiscal 2016 scorecard was the inclusion of the T&I division. A new division was established under EVP: Technical, Richard J. Butcher, who joined us from the Minerals and Mining Group,

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or MMG, in February 2016. Richard J. Butcher and his team developed a new Gold Fields’ T&I strategy which was completed and presented to the Board in November 2016. The key features of this strategy are:

• A five-year implementation plan commencing with a foundational phase over the first two years, optimizing our operations by year three and implementing new technologies and innovation over the full five-year period;

• Tasking our regions to develop and implement three-year technology plans starting in fiscal 2017, with the corporate office consolidating and driving the process;

• Developing a platform to share lessons learned and roll out successful projects across the Group; and

• The ultimate goal of the strategy is to work towards the “Gold Fields Mine of the Future”, which will be premised on automation, an integrated digital data platform, remote machine operation, virtual reality and reduced mining waste.

During the foundational phase, Gold Fields has already identified opportunities to enhance efficiencies within Gold Fields’ current regional portfolios:

• The key focus for the Australia region is reducing exploration time through real time data management and the use of leading practice technologies;

• In Ghana, the focus will be on data analysis to achieve end-to-end business optimization. A key part of this program is to complete fleet automation studies and trials;

• The South Deep mine will upgrade its underground wireless connectivity and radio-communications systems to use technologies such as online maintenance and dispatch systems and remote operating equipment more effectively;

• The Cerro Corona mine will be using upgraded operating software and a new dispatch system that will focus on porphyry ore blending to reduce variation of stock feed, thereby optimizing plant recoveries; and

• Investigating the potential for an automated and remote-controlled underground trial mine at one of our Australian operations.

Recent advances in digitization, automation and mechanization make it critical that we develop strategies to implement new technologies and partner with IT companies and original equipment manufacturers, or OEMs, that are leaders in the field.

License to Operate

The success of our business is critically dependent on relationships with a number of key external stakeholders that determine both our regulatory and social licenses to operate: governments at national, regional and local level and, above all, the communities that host our mines. Over the years we have devoted considerable resources and energy to securing and maintaining our relationship with these key stakeholders.

A number of elements are critical in achieving sound and supportive community relations: Extensive engagement work, investment in these communities, as well as the responsible management of environmental resources, particularly water. These resources, if not managed sustainably, can have an adverse impact on the nearby environment and create tensions with host communities, thus threatening our licenses to operate. At the same time, we need to ensure that we plan for the closure of our operations throughout the LoM, ensuring that when we eventually exit, we have optimized operating costs, our environmental footprint is mitigated and the economy of the host community continues to thrive.

Improved Community Relations and Shared Value

The communities in which we operate are directly and often exclusively dependent on the sustainability and growth of our mines and they seek a greater share of the benefits of mining than they have received to date. One

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of the biggest challenges facing mining companies is building relationships and trust with these host communities, without which there is potential for operational disruption, project delays and cancellations—the loss of the “social license to operate” referred to previously.

Host community procurement and employment are critical pillars of our community investment strategies at all our operations in developing countries. At present, host community employment accounts for 23% of our workforce at Cerro Corona in Peru, 13% at South Deep in South Africa (in line with Mining Charter definitions) and 72% at our two Ghanaian operations. The percentages of host community procurement spend was 8%, 14% and 7%, respectively. Gold Fields is proactively looking at ways to increase local employment and procurement opportunities over the next few years, including engaging with our large multi-national suppliers to support investment in these communities. At South Deep, we have set ourselves the target of procuring 25%, equivalent to an estimated R500 million a year, of goods and services from the mine’s Westonaria host community, creating around 500 new jobs in the process. We are making good progress in this regard; in fiscal 2016, host community procurement spend rose by 85% to R356 million, the number of host community suppliers to South Deep increased to 83 (fiscal 2015: 76).

Gold Fields has also invested in communities through a range of educational, skills development, health and infrastructure projects and, more recently, through Shared Value-based projects. However, it is evident that mining companies need to expand and deepen their investment in and engagement with host communities.

Our contribution to host communities is on a more sustainable footing as we increasingly use a Shared Value approach to structure our investments in community projects, thereby taking into account social and economic benefits rather than just spend.

To date, our regions have implemented six Shared Value projects ranging from the promotion of mathematics and science education among South Deep’s host communities to multi-lateral water management projects at Cerro Corona and increased sourcing from community suppliers at all our mines. The most high-profile project is the U.S.$17 million, three-year upgrade of the dirt road between the Tarkwa and Damang mines in Ghana. We are working with government in building the road which, when completed, will significantly improve access for our operations’ host communities. In addition, the bulk of the labor required for completing the project is being sourced from these communities.

Environmental Management

Responsible environmental management remains a vital component of Gold Fields’ regulatory and social license to operate at all our operations and projects. In fiscal 2016, we reported three incidents of limited non-conformance or non-compliance that resulted in ongoing but limited environmental impact, or Level 3 environmental incidents (fiscal 2015: five). All three incidents took place at our Ghanaian operations in the first quarter of fiscal 2016. The two incidents at our Tarkwa operation involved accidental damage to fuel units and hoses that spilt large volumes of fuel into the environment. The incident in Damang involved the overflow of about 20,000 liters of tailings slurry and supernatant water into a nearby event pond as a result of blockages in the tailings delivery pipeline and heavy rainfall. In all cases, corrective actions were implemented to prevent future recurrence.

Water is a particular focus of our environmental strategy, as it is becoming an increasingly scarce and expensive resource globally. Managing the risks around current and anticipated water security, which includes the quantity and quality of supply as well as associated costs, is essential to ensure sustainable production for existing operations and the future viability of projects. Water withdrawal across the Group decreased to 30,321Mℓ (2015: 35,247Mℓ), while water withdrawal per ounce was lower at 13.67kℓ in fiscal 2016 compared with 15.77kℓ in fiscal 2015.

The Group’s water management guideline requires operations to identify opportunities to enhance water reuse, recycling and conservation practices. In fiscal 2016, a total of 16 initiatives were implemented in line with these guidelines, including the use of in-pit tailings disposals at our St. Ives and Tarkwa mines. Many of these initiatives

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deliver multiple benefits, including cost savings, reduced impact in water scarce areas, improved regulatory compliance, identification and mitigation of water-related risks and reduction of mine closure liabilities, thereby enhancing Gold Fields’ social license to operate. These efforts will continue into the future.

Following the Mount Polley (Canada, August 2014) and Samarco (Brazil, November 2015) tailings dam disasters, the 23 mining companies that are members on the International Council of Mining and Metals, or the ICMM, agreed to convene to review the standards for tailing storage facilities. The resultant working group, which is chaired by Gold Fields, announced in December 2016 a new agreement that will encourage members to further improve the management of mine tailings throughout their global operations. In fiscal 2017, external consultants will conduct Gold Fields’ three-yearly review of all the 26 tailings facilities at our mines and projects and will assess our tailings management against the new position statement.

The total gross mine closure liability for Gold Fields increased from U.S.$353 million in fiscal 2015 to U.S.$381 million in fiscal 2016. We plan on further enhancing our integrated approach to mine closure management with a focus on post-closure water management. The program is currently being finalized and implementation is scheduled for fiscal 2017.

People

The profile of our workforce was profoundly impacted during the initial years of our transformation journey from fiscal 2012 to fiscal 2014, with large-scale reductions in the number of employees and contractors. Since then, our human resource base has stabilized with 8,964 employees and 9,127 contractors at the end of fiscal 2016.

With the shift towards mechanization and automation, we have found that in addition to the continued development and training of our workforce, it is important to recruit the appropriate skills for our mines. At South Deep, we completed the recruitment of necessary mining skills during fiscal 2016 and continue to train our workforce in underground mechanical mining skills. During fiscal 2016, we spent over U.S.$17 million globally on training and development, in addition to recruiting the best mining skills to supplement our existing talent pool.

Since the restructuring process, our smaller, yet more skilled workforce has ensured that Gold Fields works more efficiently to improve productivity. The key to this is that employees are incentivized to deliver against clearly defined performance targets that directly support the achievement of business objectives. Our remuneration strategy is evolving to attract and retain these skills, and our people development approach is

being adjusted to ensure that we build a robust internal skills pipeline that can supply the skills that the Company needs, now and in the future.

Our people strategy is based on achieving the following key objectives, to:

• Create and sustain a high-performance culture;

• Become an “Employer of Choice” for the best talent in the industry;

• Ensure we have the right people in the right jobs at the right time;

• Ensure a sufficient supply of the right leaders; and

• Build great people managers.

Achievement of this strategy is reflected in our Group scorecard objectives for fiscal 2016:

• Performance management;

• Improved people management skills;

• Create a conducive work environment;

• Improved talent management; and

• Communication and engagement.

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Of these five scorecard objectives, we have identified “communication and engagement” as an especially important component of people management. Our engagement with trade unions is critical in this respect, particularly in Ghana and South Africa, where a large portion of our workforce is represented by various unions. In March 2015, we signed a three-year comprehensive wage deal that recognizes the mechanized mining requirements of South Deep as we take it to full production. Negotiations on a new agreement, which is due in fiscal 2018, will commence in fiscal 2017. In Ghana, negotiations with the unions have been concluded with a 10% basic salary increase for fiscal 2016 (to be backdated to January 1, 2016) and a 6% increase for fiscal 2017 being the main outcome of the negotiations.

We continue to invest in building cordial relationships with unions in both Ghana and South Africa, but the journey from confrontation to collaboration is an ongoing one. At South Deep, in particular, the priorities of the business in terms of delivering the mine’s Rebase Plan are sometimes in conflict with the views and aspirations of the main trade union. This potential conflict now requires urgent resolution.

In Ghana, the aspirations of the unions for continued above inflation wage increases is undermining our business and a new wage model is in the process of being evolved through dialogue with the union. Without consensus, a restructuring of our business is likely. Our goal remains to develop our relationships with trade unions further so that they do not compromise the delivery of our business objectives.

Group Strategy

Fiscal 2017 will be a year of re-investment for Gold Fields, the benefits of which are expected to be realized in the years to follow. In addition to its cash-generative mines within the portfolio, Gold Fields now has development and growth projects in each of the four regions in which it operates.

In South Africa, we have South Deep which is still a mine in build-up. In Ghana, the re-capitalization of Damang is essentially the equivalent of developing a new mine, while our investment in the Gruyere joint venture will lead to the construction of a new mine in Western Australia. Finally, in the Americas region, we are set to conclude a pre-feasibility study on the Salares Norte project in northern Chile by the second half of fiscal 2017.

These projects are important in terms of their contribution to the strategic objectives of Gold Fields, namely to maintain and grow cash flow on a sustainable basis. They are all forecast to operate at AIC which are lower than the current AIC of the Group once steady-state levels of production are realized and as such, the Group’s overall cost of production will reduce over time and the quality of the portfolio will improve.

At South Deep, we have announced the Rebase Plan, which is anticipated to position the mine at a steady-state production of 500,000 ounces per year by fiscal 2022, at AIC (in 2017 terms) of below U.S.$900 per ounce. Similarly, the Damang project has projected AIC, including upfront capital development, of U.S.$950 per ounce, and the Gruyere Gold Project AIC of U.S.$805 per ounce. Although the Salares Norte pre-feasibility study is still being concluded, we anticipate that AIC is likely to be lower than these levels due to the high grades and the likelihood that this will be an open-pit operation.

Furthermore, we continue to invest in brownfields exploration in Australia with the objective of not only replacing what we mine each year, but also with the aim of increasing our resources and reserves at a higher quality than what has been mined previously. We will continue to look for life extension opportunities at Cerro Corona through economic additions to both the tailings and waste facilities, as well as through brownfields exploration on Cerro Corona porphyry style systems in the vicinity of the mine. Tarkwa has a strong resource position, but we are stepping up our efforts to convert some of these to reserves and to look for opportunities for other styles of mineralization across the lease. The Kobada Hill prospect has emerged as an interesting hydrothermal style target with encouraging geology and controlled mineralization with good continuity. In due course underground mining could also potentially offer opportunities at Tarkwa.

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These investments, we believe, will achieve a measure of success over the next three years, thereby maintaining and sustaining strong cash flows from the operations. Amid the strong investment drive at Gold Fields, some shareholders have been asking whether we have changed our strategic focus from cash generation to a drive for long-term production. This is not the case as the main objective underpinning Gold Fields’ strategy remains the generation of sustainable and increasing cash-flow. The focus on cash flow is two-fold in that it entails growing our cash margin and absolute cash flow and then distributing this in the form of dividends and repaying debt.

To continue expanding margins and distributing cash, the long-term sustainability of the business must be kept intact. This requires investing to extend the life of our assets, ensuring we maintain our regulatory and social licenses to operate, strong corporate governance and retaining our people, who are key to the success of our business. It also entails maintaining a healthy balance sheet and not taking on too much debt, which might lead the Company into financial difficulties should the macro-economic environment turn against it.

The challenge facing Gold Fields’ management will be to balance distributing the cash we generate with reinvestment into our assets to ensure that our portfolio of mines generates cash sustainably into the foreseeable future.

The key financial objectives of Gold Fields’ strategy include:

• Meeting our production and cost guidance;

• Generating a 15% FCF margin at a U.S.$1,300 per ounce planning gold price;

• Paying 25% – 35% of normalized earnings as dividends;

• Maintaining a net debt to adjusted EBITDA ratio to 1.0x or below if possible in the long term;

• Extending the life of our Australian portfolio through brownfields exploration;

• Pursuing value-accretive M&A; and

• Successfully implementing the South Deep Rebase Plan.

Fiscal 2017 is a year where the Company is expected to spend more than it will bring in, but with the view to achieving and increasing sustainable cash flow generation over the medium to long-term. The alternative is to harvest the assets over five or six years, which we don’t believe that this is in the best long-term interests of either shareholders or other stakeholders in the Company.

As we embark on the Company’s reinvestment drive, we will pursue only those investments and capital expenditures that have a clear path to pay-backs and returns. Furthermore, we need to optimally manage our ore bodies in terms of grade management and ongoing sustainable capital expenditure by planning for outcomes that optimize the life of the ore body (and thus optionality) and cash flow.

Stakeholder Engagement for Fiscal 2017

Gold Fields’ prosperity in the short- and longer-term is critically dependent on societal acceptance. This can only be achieved through transparent and mutually beneficial relationships with governments at all levels (national, regional and local), organized labor and host communities. Our corporate and regional management teams have been tasked with intensifying stakeholder engagements in fiscal 2017 to ensure that we operate in a business environment that allows us to work profitably to the benefit of all stakeholders.

The Development Agreement that we entered into with the Ghanaian government in fiscal 2016 is testament to the benefits of open and honest dialogue with stakeholders. The new royalty regime ensures that both parties share the pain in a low gold-price environment but benefit when the price rises above targeted levels. It is a model we believe can be replicated in all our jurisdictions.

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In South Africa, Gold Fields has dedicated substantial human and capital resources towards meeting the targets of the 2010 Mining Charter, including the BBBEE target of 26% ownership, which we exceed. We will continue to support the transformation of the sector to make it truly representative of the South African population.

True transformation will take time and cannot happen without the financial backing of investors, many of whom have fled the sector over the past few years amid poor returns on their capital. As the South African government drafts critical policies based on these engagements we urge it to avoid additional fiscal or regulatory burdens that will inevitably further stifle the growth of the sector. Directly, and through the Chamber, we have and will be engaging the South African government on three key issues that were supposed to be addressed in fiscal 2016, but have still not been finalized: The review of the Mining Charter; the once-empowered, always-empowered principle in BBBEE ownership of mining companies; and the finalization of amendments to the MPRDA. In addition, we remain committed to extensive engagement with communities around our South Deep mine, both through direct interaction but also in alliance with other gold miners operating in the area, particularly Sibanye Gold.

In Peru, the mining industry is working closely with the new business-friendly government to find joint solutions to the social and environmental issues that appear to be the root causes of the distrust towards the sector by local communities. Engagement with these communities and their representative organizations is already engrained in the DNA of our Cerro Corona mine, but will only yield sustainable success if it is supported by government at national, regional and local levels.

Reserves of Gold Fields as at December 31, 2016

Methodology

While there are some differences between the definition of the South African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves, or SAMREC Code, and that of the SEC’s Industry Guide 7, only the reserves at each of Gold Fields’ operations, growth and advanced exploration projects as at December 31, 2016 which qualify as reserves for purposes of the SEC’s Industry Guide 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 (2016 edition). 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 tonnes to be processed at mill feed head grades, allowing for estimated mining dilution, ore loss, mining recovery and other factors.

All of Gold Fields’ operations report reserves using cut-off grades or net smelter return cut-offs, or NSR, in the case of multi-metal deposits. Cut-off grade is the grade that distinguishes the economic material within an ore body that is to be extracted and treated from the remaining material. Cut-off grade is typically calculated using an appropriate metal price and the development, stoping, processing, general and administration and sustaining capital costs to derive a total cost per tonne. NSR is the net revenue (total revenue less production costs) that the owner of a mining property receives from the sale of the mine’s metal products less transportation and refining costs. Modifying factors applied in estimating reserves are primarily based on historical empirical information, but commonly incorporate adjustments for planned operational improvements. Tonnage and grade may include some mineralization below the selected cut-off grade to ensure that the reserve comprises blocks of adequate size and continuity to facilitate practical mining. Reserves also take into account operating cost levels as well as necessary capital and sustaining capital provisions required at each operation, and are supported by “life of mine” plans.

South Africa

South Deep’s Rebase Plan, which forms the basis for the South Deep’s mineral reserves, will continue to be refined and enhanced as other rebasing project outcomes are delivered and as the mine evolves to steady state production. This plan incorporates all recent improvements in mine design, geotechnical parameters as well as infrastructure required to support the production plan.

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At South Deep (except as noted above), the estimation of reserves is based on surface drilling, underground diamond drilling, surface three-dimensional reflection seismics, ore body facies modeling, structural modeling, underground mapping, detailed ore zone wireframes and geostatistical estimation. The reefs, which are sedimentary in nature and reflect extensive intra-basinal fluvial deposits, are initially explored by drilling from the surface on an approximately 500 meter to 2,000 meter grid. Once underground access is available, diamond drilling is undertaken on an approximate 30 meter to 90 meter grid, to provide the necessary ore body definition to support mine design and production scheduling.

The following sets out the drill spacing ranges used to classify the different categories of reserves at South Deep.

Reserve Classification	Sample Spacing Range Min/Max		Maximum Distance Data is Projected
	(meters)
Proved		0 to 60		220
Probable		60 to 650		650

For proved reserves, the planned grade control diamond drilling must be designed at an approximate 50 meter by 50 meter grid spacing, depending on the accessibility for the diamond drill rigs. The destress mining extracts 2.5 to 5.5 meter high cuts that are generally mined horizontally at 17 meter vertical intervals, and it reduces the in situ rock stress from approximately 80 MPa to 30 to 40 MPa to facilitate bulk mechanized mining. Estimation is constrained within both geologically homogenous structural and defined facies zones, and is generally derived from either ordinary or simple kriged small-scale grids.

For 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 reef elevations and key stratigraphic surfaces. Reserves classified as probable are generally adjacent to those classified as proved. Estimation is constrained within homogenous structural and facies zones, and is derived using a localized direct conditioning technique (used to derive recoverable block estimates) based on simple kriging.

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 and internal technical corporate review and external independent consultant review when deemed necessary. 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 sedimentary facies within each conglomerate horizon. These facies are extrapolated along palaeocurrent and grade trends into new, undeveloped areas taking into account inherent proximal to distal depositional relationships and 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.

Ghana

For the Tarkwa open pit operation, estimation of probable reserves is based on a combination of an initial 100- or 200-meter grid of diamond drilling and proved reserves are typically based on drilling a 12.5 meter to 25 meter grid of reverse circulation drill holes. For the Damang open pit operation, estimation of probable reserves is based on a 40 meter to 80 meter grid of combined reverse circulation and diamond drilling and proved reserves on a five meter by eight meter grid up to a 20 meter grid, depending on an orebody type. Advance grade control drilling is employed in certain areas to provide detailed estimation to greater depths than normal grade control drilling where information is required to confirm structural and grade trends.

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Diamond drilling provides continuous (solid) core from diamond drill bits, using water and chemicals for lubrication. Consequently, diamond drilling provides greater resolution of geological parameters such as lithologies, alterations, mineralization, rock hardness and structures.

In surface drilling programs, reverse circulation drilling provides chip samples from percussion hammers powered by compressed air. The chips are transferred to surface up a central tube with the rods to eliminate contamination from the outer hole. Sampling is generally conducted at intervals relevant to the block model and mining dimensions. Reverse circulation drilling is generally quicker and less expensive than diamond drilling. However, there is a depth limitation to reverse circulation drilling and consequently all deep holes are conducted by diamond drilling.

Generally exploration programs will consist of a mix of reverse circulation and diamond drilling in order to provide the necessary geological resolution, as well as bulk analytical data for evaluation, geotechnical and geometallurgical purposes. Infill drilling programs are usually conducted using both diamond drilling and reverse circulation, depending on the resolution required. Grade control drilling programs use reverse circulation.

Australia

At the Australian operations, the estimation of reserves for both underground and open pit operations is based on exploration and sampling information gathered through appropriate techniques, primarily from diamond drilling, reverse circulation drilling, air-core and sonic drilling techniques. The locations of sample points are spaced close enough to deduce or confirm geological and grade continuity. Generally, drilling is undertaken on grids, which range between 20 meters by 25 meters for proved reserves and up to 40 meters by 60 meters typically for probable reserves, although this may vary depending on the continuity of the ore body. Due to the variety and diversity of mineralization at the Australian operations, 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 on a grid ranging from 40 meters to 60 meters for probable reserves with some areas approximating a 25 meter grid where geology becomes more complex. The blast hole rock chips are used as grade control samples and are drilled on an average 5.5 meter by 4.8 meter grid.

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Reserve Statement

As at December 31, 2016, Gold Fields had aggregate attributable proved and probable reserves of approximately 48.1 million ounces of gold and 454 million pounds of copper, as set forth in the following tables:

	Gold ore reserve statement as at December 31, 2016(1)
	Proved reserves						Probable reserves						Total reserves						Attributable gold production in fiscal 2016(2)
	Tonnes		Head Grade		Gold		Tonnes		Head Grade		Gold		Tonnes		Head Grade		Gold
	(million)		(g/t)		(M oz)		(million)		(g/t)		(M oz)		(million)		(g/t)		(M oz)		(M oz)
Underground (“UG”)
South Africa
South Deep(3)(4)		13.78		5.6		2.479		184.85		5.3		31.593		198.63		5.3		34.072		0.29
Australia
St. Ives		0.29		4.4		0.041		3.28		5.1		0.533		3.57		5.0		0.574		0.10
Granny Smith		1.38		5.4		0.239		8.46		5.3		1.435		9.84		5.3		1.674		0.28
Darlot		—		—		—		0.45		3.8		0.056		0.45		3.8		0.056		0.07
Agnew/Lawlers(5)		0.14		5.4		0.024		2.74		5.5		0.482		2.88		5.5		0.506		0.23
Total Underground		15.59		5.6		2.783		199.78		5.3		34.098		215.38		5.3		36.882		0.97
Surface (Production Stockpile)
Ghana
Tarkwa(5)		7.60		0.8		0.186		53.98		0.4		0.694		61.57		0.4		0.880		—
Damang(5)		2.73		0.7		0.066		2.73		0.7		0.066		2.73		0.7		0.066		—
Australia
St. Ives(5)		3.32		1.0		0.107		—		—		—		3.32		1.0		0.107		—
Granny Smith		0.09		6.3		0.019		—		—		—		0.09		6.3		0.019		—
Darlot		—		—		—		—		—		—		—		—		—		—
Agnew/Lawlers		0.09		3.0		0.009		—		—		—		0.09		3.0		0.009		—
Peru
Cerro Corona		3.81		0.8		0.100		—		—		—		3.81		0.8		0.100		—
Surface (Open Pit)
Ghana
Tarkwa(4)		48.19		1.3		1.980		66.74		1.2		2.613		114.92		1.2		4.593		0.51
Damang(4)		5.08		1.5		0.238		20.76		1.8		1.203		25.85		1.7		1.441		0.13
Australia
St. Ives(4)		2.51		1.9		0.152		12.12		2.3		0.908		14.63		2.3		1.060		0.27
Gruyere Gold Project		7.44		1.1		0.260		38.35		1.2		1.500		45.79		1.2		1.760		—
Peru
Cerro Corona		33.32		1.0		1.028		8.77		0.6		0.168		42.09		0.9		1.196		0.15
Total Surface		114.17		1.1		4.145		200.71		1.1		7.085		314.88		1.1		11.230		1.06
Grand Total		129.76		1.7		6.928		400.50		3.2		41.184		530.26		2.8		48.112		2.03
Totals by Mine
South Deep		13.78		5.6		2.479		184.85		5.3		31.593		198.63		5.3		34.072		0.29
Tarkwa		55.78		1.2		2.166		120.71		0.9		3.307		176.50		1.0		5.473		0.51
Damang		5.08		1.5		0.238		23.49		1.7		1.268		28.58		1.6		1.506		0.13
St. Ives		6.11		1.5		0.300		15.40		2.9		1.441		21.51		2.5		1.740		0.36
Granny Smith		1.48		5.4		0.258		8.46		5.3		1.435		9.93		5.3		1.693		0.28
Darlot		—		—		—		0.45		3.8		0.056		0.45		3.8		0.056		0.07
Agnew/Lawlers		0.23		4.4		0.033		2.74		5.5		0.482		2.97		5.4		0.515		0.23
Gruyere Gold Project		7.43		1.1		0.260		38.35		1.2		1.500		45.79		1.2		1.760		—
Cerro Corona		37.13		0.9		1.129		8.77		0.6		0.168		45.90		0.9		1.296		0.15
Grand Total		129.76		1.7		6.928		400.50		3.2		41.184		530.26		2.8		48.112		2.03

Notes:

(1) (a) Quoted as mill delivered metric tonnes 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 recovery factors are as follows: (i) South Deep 96.5%; (ii) Tarkwa 97%; (iii) Damang 90%; (iv) St. Ives 78% to 94%; (v) Agnew 94.9%; (vi) Granny Smith 92.6%; (vii) Darlot 92.5%; and (viii) Cerro Corona 69% for gold and 87% for copper. 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 operation has a consistent metallurgical recovery, while the recoveries on the International operations vary according to the mix of the source material and method of treatment.

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(b) The metal prices used for the 2017 LoM plans were as follows: For the Ghana operations, ore reserve figures are based on an optimized pit at a gold price of U.S.$1,200 per ounce. For the Australian operations, ore reserve figures are based on a gold price of A$1,600 per ounce (at an exchange rate of A$1.33 per U.S.$1.00). Open pit ore reserves at the Australian operations are similarly based on optimized pits and the underground operations on appropriate mine design and extraction schedules. At South Deep, a gold price of R550,000 per kilogram (at an exchange rate of R14.26 per U.S.$1.00) was applied in valuing the ore reserve. The gold price used for reserves approximates the three year trailing average (U.S.$1,225oz), calculated on a monthly basis, of the London afternoon fixing price of gold. For the Cerro Corona gold reserves, the optimized pit is based on a gold price of U.S.$1,200 per ounce and a copper price of U.S.$2.8 per pound. The reserves used a copper price of U.S.$2.3 per pound for fiscal 2017, U.S.$2.5 per pound for fiscal 2018/2019 and U.S.$2.8 per pound from fiscal 2020 onwards. Due to the nature of the deposit and the importance of net smelter returns, the gold and copper price need to be considered together.

(c) Dilution relates to planned and unplanned waste and/or low-grade material being mined and delivered to the mill. Ranges are given for those operations that have multiple ore body styles and mining methodologies. The mine dilution factors are as follows: (i) South Deep 7.9%; (ii) Tarkwa 30cm hanging wall and 20 cm footwall; (iii) Damang 20% to 25%; (iv) St. Ives 2% to 49% (open pits) and 15% to 25% (underground); (v) Agnew/Lawlers 10%; (vi) Granny Smith 15%; (vii) Darlot 15% to 20%; and (viii) Cerro Corona 0%.

(d) The mining recovery factor relates to the proportion or percentage of ore mined from the defined ore body 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) Tarkwa 100%; (ii) Damang 95%; (iii) St. Ives 95% to 98% (open pits) and 90% to 95% (underground); (iv) Agnew/Lawlers 80% to 95%; (v) Granny Smith 91%; (vi) Darlot 90% to 95%; (vii) South Deep 96%; (viii) Cerro Corona 98%.

(e) The cut-off grade may 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) South Deep 3.8 to 4.2 g/t; (ii) Tarkwa 0.47 g/t for mill feed; (iii) Damang 0.71 g/t to 0.81 g/t for fresh ore and 0.56 g/t to 0.62 g/t for oxide ore; (iv) St. Ives 0.5 g/t for mill feed—open pit, and 2.6 g/t to 3.0 g/t for mill feed—underground; (v) Agnew/Lawlers 2.8 to 4.3 g/t for mill feed—underground; (vi) Granny Smith 2.4 to 3.1 g/t; (vii) Darlot 3.7 g/t for mill feed-underground; and (viii) Cerro Corona U.S.$16.6 to 22.0/t net smelter return (combined copper and gold).

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

(g) An ounces-based Mine Call Factor based primarily on historic performance but also on realistic planned improvements where appropriate is applied to the reserves. The following Mine Call Factors have been applied: Damang 95%, Tarkwa 97%, with Agnew/Lawlers, Granny Smith, Darlot, St. Ives, South Deep and Cerro Corona at 100%.

(2) Actual gold/copper produced after metallurgical recovery.

(3) Based on life of mine ownership share due to step-up of minority interest over time.

(4) In line with other international operations, all South Deep reserves are classed as above infrastructure, as the reserves will be accessed by means of ongoing declines from current infrastructure.

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

The following table sets forth the proved and probable copper reserves of the Cerro Corona mine as at December 31, 2016 that are attributable to Gold Fields.

Copper ore reserve statement as at December 31, 2016(1)(2)

Proved reserves

Probable reserves

Total reserves

Attributable copper production in fiscal 2016(2)

Tonnes

Grade Cu

Cu

Tonnes

Grade Cu

Cu

Tonnes

Grade Cu

Cu

(million)

(g/t)

(M lb)

(million)

(g/t)

(M lb)

(million)

(g/t)

(M lb)

(M lb)

Surface (Open Pit & Stockpiles) Peru

Cerro Corona

37.1

0.5

374

8.8

0.4

80

45.9

0.45

454

66

Notes:

(1) Metallurgical recovery factors have not been applied to the reserve figures. The approximate metallurgical factor for copper at Cerro Corona is 61% to 88%.

(2) For the copper reserves, the optimized pit is based on a gold price of $1,200 per ounce and a copper price of $2.8 per pound, which, due to the nature of the deposit, need to be considered together.

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Gold and copper price sensitivity

The amount of gold mineralization that Gold Fields can economically extract, and therefore can classify as reserves, is sensitive to fluctuations in the price of gold. The following table indicates Gold Fields’ attributable reserves at different gold prices that are 10% above and below the base case presented in the ‘gold reserve statement’ table above. The reserve sensitivities are, however, not based on detailed depletion schedules and should be considered on a relative and indicative basis only.

	-10%(1)		Base(1)		+10%(1)
	(Moz)
South Deep(2)		33.2		34.1		35.0
Tarkwa		4.2		5.5		6.0
Damang		1.2		1.5		1.8
St. Ives(3)		1.4		1.7		2.0
Agnew/Lawlers(3)		0.5		0.5		0.6
Granny Smith(3)		1.6		1.7		1.7
Cerro Corona(4)		1.3		1.3		1.3

Notes:

(1) Darlot is excluded from the sensitivities as a result of the current short life of mine, which is less than one year, and limited mining flexibility.

(2) The equivalent gold prices used for the sensitivities in South Africa are R500,000/kg, R550,000/kg and R600,000/kg.

(3) The equivalent gold prices used for the sensitivities in Australia are A$1,440/oz, A$1,600/oz and A$1,760/oz.

(4) 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 price is insufficient to affect the level of gold reserves.

The London afternoon fixing price for gold on April 3, 2017 was U.S.$1,247 per ounce. Gold Fields’ attributable gold reserves increased from 46.1 million ounces at December 31, 2015 to 48.1 million ounces at December 31, 2016, primarily due to the acquisition of Gruyere, growth in Australia (Granny Smith and St. Ives) and the re-investment plan at Damang.

The London Metal Exchange, or LME, cash settlement price for copper on April 3, 2017 was U.S.$5,783 per tonne.

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, which, if changed, may require Gold Fields to lower its estimated reserves”.

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 replacing production depletion and on growth in ore reserves to maintain operational flexibility and sustainability. The Group focuses on the extension of existing ore bodies and

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the discovery and delineation of new ore bodies both at existing sites and at undeveloped sites. Once a potential ore body has been discovered, exploration is extended and intensified in conjunction with comprehensive infill drilling, in order to enable clearer definition of the ore body and its technical and economic characteristics so as to profile the potential portions to be mined. Geological, geochemical, geophysical, geostatistical, geotechnical and geo-metallurgical techniques are constantly refined to improve effectiveness and the economic viability of prospecting and mining activities.

Mining

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

Underground Mining

Developing access to the ore body

For Gold Fields’ South African underground mine, primary access to the ore body is provided through vertical shaft systems, while access is through single or multiple decline haulages extended from surface portals at the Australian operations.

Horizontal and decline development at various intervals of the shaft or main decline, known as levels, extend laterally and provide access to the ore horizon. Ore drives open up the ore body for mining.

Extracting the ore body

Once an ore body has been accessed and opened up for mining, production activities consisting of drilling, blasting, supporting and cleaning activities are carried out on a daily basis. All mines are fully mechanized.

At South Deep, the broken ore is loaded from the stope face into trucks using mechanical loaders and hauled along decline corridors to ore pass systems which connect the corridors to the cross cuts below. The ore is then transported by rail or conveyor and tipped into the shaft transfer system, after which it is hoisted to the surface. Mining methods employed include de-stress mining (to provide the appropriate geotechnical conditions for subsequent stoping), long hole open stoping (for reef targets greater than 15 meters in height) and drifting and benching (for reef targets less than 15 meters in height). The mining voids generated once the ore is removed are filled with treated tailings product termed backfill which provide ground support for the mined out areas.

At the Australian underground operations, the broken ore is loaded straight from the stope face into trucks, using mechanical loaders, and hauled to the surface by underground dump trucks via the decline. Application of backfill to the mined out areas is based on local conditions and is not always required in shallow underground mining areas.

Open Pit-Mining

Opening up the ore body

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. The overburden material is placed on designated waste rock dumps.

Extracting the ore body

Extraction of the ore body in open pit mining involves the same activity as in stripping the overburden. Lines on the pit floor are established demarcating ore from waste material and the rock is then drilled and

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blasted. Post blasting, the ore is loaded into dump trucks and hauled to the crusher at the metallurgical plant 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 regional technical support functions as well as corporate management. The current philosophy is one of top-down/bottom-up management, with the operational and commercial objectives at each mine defined by the personnel at the mine based on parameters, objectives and guidelines provided by Gold Fields’ corporate office. This is based on the premise that the people on the ground have the best understanding of the local business and what is realistically achievable.

Each operation identifies a preferred strategic option which, once approved by Gold Fields’ Executive Committee, or the Executive Committee, is used to inform how the detailed one year operational plan is configured, which is rolled out into a life of mine 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 Board for approval before the commencement of each fiscal year. The planning process is anchored by a Group planning calendar, and is sequential and based upon geological models, evaluation models, resource models, metal prices, mine design, depletion schedules and, ultimately, financial analysis. Capital planning is formalized pursuant to Gold Fields’ capital spending planning process. Projects are categorized and reviewed in terms of total expenditure, return on investment, net present value and impact on AIC per ounce and all projects involving amounts exceeding R360 million (South Africa), A$40 million (Australia) and U.S.$40 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.

Capital Expenditure

Gold Fields spent U.S.$649.9 million, U.S.$634.1 million and U.S.$608.9 million in capital expenditure during fiscal 2016, 2015 and 2014, respectively. The major expenditure items in fiscal 2016 were U.S.$77.9 million on the development and equipping of the South Deep mine, U.S.$39.6 million on development and infrastructure of the Waroonga and New Holland underground complexes at Agnew/Lawlers, U.S.$25.8 million on capital waste stripping at Damang, U.S.$16.4 million on the tailings storage facility at Cerro Corona, U.S.$32.3 million on development of the Wallaby underground mine at Granny Smith, U.S.$126.2 million on capital waste stripping at Tarkwa and U.S.$88.7 million on underground and open pit development at St. Ives. The major expenditure items in fiscal 2015 were U.S.$66.9 million on the development and equipping of the South Deep mine, U.S.$46.1 million on development and infrastructure of the Waroonga and New Holland underground complexes at Agnew/Lawlers, U.S.$45.4 million on new mining equipment at Tarkwa, U.S.$29.3 million on the tailings storage facility at Cerro Corona, U.S.$28.7 million on development of the Wallaby underground mine at Granny Smith and U.S.$18.5 million on HME componentization at Tarkwa. The major expenditure items in fiscal 2014 were U.S.$106.1 million on capital waste mining at Tarkwa, U.S.$91.9 million on the development and equipping of the South Deep mine, U.S.$55.6 million on the development and infrastructure of the Waroonga and New Holland underground complexes at Agnew/Lawlers, U.S.$29.4 million on the development of underground mines at St. Ives, U.S.$27.7 million on the tailings storage facility at Cerro Corona and U.S.$19.3 million on the tailings storage facility at Tarkwa. For more information regarding Gold Fields’ capital expenditure, see “—Gold Fields’ Mining Operations—South Africa Operations—South Deep Mine—Capital Expenditure”, “—Gold Fields’ Mining Operations—West Africa Operations—

53

Tarkwa Mine—Capital Expenditure”, “—Gold Fields’ Mining Operations—West Africa Operations—Damang Mine—Capital Expenditure”, “—Gold Fields’ Mining Operations—Australasia Operations—St. Ives—Capital Expenditure”, “—Gold Fields’ Mining Operations—Australasia Operations—Agnew/Lawlers—Capital Expenditure”, “—Gold Fields’ Mining Operations—Australasia Operations—Darlot—Capital Expenditure”, “—Gold Fields’ Mining Operations—Australasia Operations—Granny Smith—Capital Expenditure”, “—Gold Fields’ Mining Operations—Americas Operations—Cerro Corona—Capital Expenditure”, “Operating and Financial Review and Prospects—Capital Expenditures” and “Operating and Financial Review and Prospects—Liquidity and Capital Resources”.

Processing

Gold Fields has eight active gold processing facilities (one in South Africa, two in Ghana, four in Australia and one in Peru). A typical processing plant includes two stages: comminution (crushing and grinding the ore) and then gold recovery (typically flotation, leaching, carbon adsorption, carbon stripping/EW and/or smelting).

Comminution

Comminution is the process of crushing and 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 or cone crushers followed by rod, semi-autogenous grinding, or SAG, and/or ball mills. For the milling step most of Gold Fields’ processing plants utilize both SAG and ball mills 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 gold recovery stage.

Gold Recovery

In most of the Gold Fields’ processing plants, gold is extracted into solution by leaching with cyanide in agitated slurry tanks. The gold is then adsorbed onto activated carbon from the solution using either the carbon in leach, or CIL, process or the carbon in pulp, or CIP, process. The activated carbon is removed from the tanks, eluted in pressurized columns and the gold then recovered by electrowinning.

Most of the Gold Fields’ plants also utilize gravity recovery circuits that use a centrifugal concentrator to recover coarse free gold based on density differences. This gravity gold recovery step is usually undertaken within the grinding stage of the processing plant before the ore progresses to CIL or CIP.

As the final recovery step, the gold recovered by the electrowinning cells is smelted in a furnace to produce gold doré bars. These gold bars are transported to a refinery that is responsible for further refining.

At Cerro Corona, gold/copper concentrate is recovered using a standard flotation process. The concentrate is shipped to a third-party smelter for further processing. The Cerro Corona processing plant therefore does not have a CIL or CIP circuit.

Refining and Marketing

South Africa

On October 16, 2013, Gold Fields Operations Limited, or GFO, and GFI Joint Venture Holdings Proprietary Limited, or GFIJVH, acting jointly in their capacities as participants in an unincorporated joint venture which owns and operates the South Deep mine, known as the South Deep Joint Venture, entered into a new refining agreement with Rand Refinery Proprietary Limited, or Rand Refinery. Rand Refinery is a non-listed private company in which Gold Fields holds a 2.8% interest, with the remaining interests held by other South African gold producers.

54

This new refining agreement superseded and replaced any and all previous refining agreements between the South Deep Joint Venture and Rand Refinery. Pursuant to this refining agreement, Rand Refinery undertook, among other things, to (i) refine all unrefined gold produced by South Deep, (ii) on each delivery date of unrefined gold to Rand Refinery, notify Gold Fields’ treasury department in writing of the estimated gold and/or silver content of the unrefined gold so delivered, expressed in troy ounces and (iii) retain the refined gold and the refined silver for the South Deep Joint Venture pending written instructions from Gold Fields’ treasury department that the refined gold and/or refined silver have been sold and may be delivered to the buyer in accordance with the buyer’s instructions. Rand Refinery assumes responsibility for the unrefined gold upon arrival of the unrefined gold at the Rand Refinery premises in Johannesburg, South Africa. Rand Refinery invoices the South Deep Joint Venture with the refining charges, who then arranges for direct settlement to Rand Refinery. The refining agreement will continue indefinitely until either party terminates it upon at least 12 months’ written notice.

Gold Fields’ treasury department sells all the refined gold produced by South Deep to authorized counterparties at a price benchmarked against the London afternoon fixing price.

Silver is accumulated and sold on a quarterly basis by Gold Fields treasury to either Rand Refinery, or to an authorized counterpart at a price benchmarked against the London Bullion Market Association, or LBMA, silver price.

Ghana

Up until January 12, 2015, all gold produced by Gold Fields at the Tarkwa and Damang mines in Ghana was refined by Rand Refinery.

With effect from January 12, 2015, gold produced at the Tarkwa and Damang mines is refined by MKS (Switzerland) S.A., or MKS, pursuant to refining agreements entered into by Gold Fields Ghana (in respect of the Tarkwa mine) and Abosso (in respect of the Damang mine) with MKS. Under these agreements, MKS collects the gold from either the Tarkwa or Damang mine and transports it either to its Switzerland refinery or to its Indian refinery, or the Designated Refinery, where the gold is then refined. The MKS refinery in India will be the default Designated Refinery unless either party provides the other party with notice to the effect that a shipment of gold must be transported to MKS’s refinery in Switzerland, provided that MKS shall only be entitled to provide Gold Fields Ghana (Tarkwa operation) and Abosso (Damang operation) with such notice if (i) the arrival date of the gold at the refinery will fall on a day other than a business day in India or during a period of weak physical demand for gold in India; or (ii) the Indian import regulations for the gold have materially and adversely changed.

Once the gold has been refined, the Tarkwa and Damang operations shall be entitled to (i) sell the refined gold through Gold Fields’ treasury department, acting as agent for and on their behalf; or (ii) require MKS to purchase the refined gold; or (iii) request a prepayment in respect of the refined gold. All sales are benchmarked against the afternoon London Bullion Market Association Gold Price, or the London gold fix, or the London Gold Fix pricing mechanism has been replaced by a new electronic LBMA price-discovery process from March 20, 2015. The price continues to be set twice daily, at 10:30 and 15:00 London time. The new LBMA Gold Price is operated and administered by an independent third-party provider, ICE Benchmark Administration, or the IBA, who were chosen following consultation with market participants. IBA provides the price platform, methodology as well as the overall administration and governance for the LBMA Gold Price. The IBA’s platform provides an electronic, auction-based, tradeable, auditable and fully IOSCO-compliant solution for the London bullion market. MKS assumes responsibility for the gold upon collection at either the Tarkwa or Damang mine.

Silver is accumulated and sold on a quarterly basis to MKS, at the LBMA silver price on the date of sale.

The MKS refining agreements expire on January 12, 2018, provided that after January 2017, either party may terminate an agreement by giving the other party no less than three months’ prior written notice of such termination.

55

Australia

In Australia, all gold produced by St. Ives, Agnew/Lawlers, Darlot and Granny Smith, each an Australian operating company, is refined by the Western Australian Mint. The Western Australian Mint applies competitive charges for the collection, transport and refining services. The Western Australian Mint takes responsibility for the unrefined gold at collection from each of the operations 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 each Australian Operating Company with the Western Australian Mint. The arrangement with the Western Australian Mint continues indefinitely until terminated by either party upon 90 days’ written notice.

Gold Fields’ treasury department in the corporate office in Johannesburg, South Africa sells all the refined gold produced by the Australian Operating Companies. On collection of the unrefined gold from an Australian Operating Company’s mine site, the relevant Australian Operating Company will notify Gold Fields’ treasury department of the estimated refined gold content, expressed in troy ounces, available for sale. After such confirmation, Gold Fields’ treasury department will sell the refined gold to authorized counterparties at a price benchmarked against the London afternoon fixing price. All silver is sold to the Western Australian Mint at the LBMA silver price on the last business day of each month.

Peru

Gold Fields La Cima S.A., or La Cima, has three contracts for the sale of approximately 90% of concentrate from the Cerro Corona mine, one with a Japanese refiner, one with a German refiner and one with a global commodities trading entity. Under these contracts, La Cima is to sell approximately 30% 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 for international (cost, insurance and freight) sales or at a Salaverry warehouse for local sales. Pricing for copper under each of the contracts is based on the daily LME settlement price for copper. Pricing for gold under each of the contracts is based on the daily average of the LBMA morning and afternoon fixing price. All production in excess of the amounts sold under long-term contracts is sold on the spot market.

Gold Fields’ Mining Operations

Gold Fields has eight producing mines located in South Africa, Ghana, Australia and Peru. Gold Fields acquired the Yilgarn South Assets from Barrick on October 1, 2013. Of the three operating mines acquired from Barrick, two (Granny Smith and Darlot) remain discrete operating entities, while the third (Lawlers) has now been incorporated with Agnew to form an integrated Agnew/Lawlers mine. See “—Australasia Operations”. Gold Fields conducts underground and surface mining operations at St. Ives, underground-only operations at Agnew/Lawlers, Granny Smith, Darlot and South Deep and surface-only open pit mining at Damang, Tarkwa and Cerro Corona. Some processing of surface rock dump material occurs at Damang, while some tailings material is processed at South Deep. Material processed from production stockpiles occurs at Tarkwa, Damang and St. Ives.

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Total Operations

The following table details operating and production results (including gold equivalents) for each of fiscal 2016, 2015 and 2014.

	Fiscal 2016		Fiscal 2015		Fiscal 2014
Production
Tonnes (‘000)		34,222		33,014		33,513
Recovered grade (g/t)		2.0		2.1		2.1
Gold produced (‘000 eq oz)(1)		2,219		2,236		2,294
Results of operations
Revenues U.S.$ millions		2,749.5		2,545.4		2,868.8
Operating costs (including gold inventory change but excluding amortization and depreciation) U.S.$ millions(2)		1,387.5		1,456.2		1,677.7
All-in sustaining cost net of by-product  revenue per ounce of gold sold (U.S.$)(2)		980		1,007		1,053
All-in cost net of by-product revenue per ounce of gold sold (U.S.$)(2)		1,006		1,026		1,087
All-in sustaining cost gross of by-product revenue per equivalent ounce of gold sold (U.S.$)(2)		987		1,000		1,053
All-in cost gross of by-product revenue per equivalent ounce of gold sold (U.S.$)(2)		1,012		1,018		1,086

Notes:

(1) In fiscal 2014, 2.222 million ounces were attributable to Gold Fields, in fiscal 2015, 2.16 million ounces were attributable to Gold Fields, and in fiscal 2016, 2.15 million ounces were attributable to Gold Fields, with the remainder attributable to noncontrolling shareholders in the Ghana and Peru operations during each of those periods.

(2) For a reconciliation of Gold Fields’ operating costs excluding amortization and depreciation to its AISC and AIC net of by-product revenues per ounce of gold sold for fiscal 2016, 2015 and 2014, see “Operating and Financial Review and Prospects—All-in Sustaining and All-in Cost”.

Underground Operations

The following table details the operating and production results for Gold Fields’ underground operations for fiscal 2016, 2015 and 2014.

	Fiscal 2016		Fiscal 2015		Fiscal 2014
Production
Tonnes (‘000)		5,418		5,622		6,575
Recovered grade (g/t)		5.5		5.5		5.3
Gold produced (‘000 oz)(1)		963		989		1,119

Note:

(1) In fiscal 2014, 1.119 million ounces were attributable to Gold Fields, in fiscal 2015, 0.989 million ounces were attributable to Gold Fields and in fiscal 2016, 0.963 million ounces were attributable to Gold Fields.

Tonnes milled from the underground operations decreased from 5.6 million tonnes in fiscal 2015 to 5.4 million tonnes in fiscal 2016. The amount of gold produced from underground operations decreased from 0.989 million ounces in fiscal 2015 to 0.963 million ounces in fiscal 2016. The decreases in tonnes milled and in gold produced were primarily a result of the closure of the Cave Rocks mine in fiscal 2015 and the Athena mine in fiscal 2016, both at St. Ives in Australia. This was partially offset by increased tonnes milled and gold produced at the South Deep mine in South Africa.

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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 2016, 2015 and 2014.

	Fiscal 2016		Fiscal 2015		Fiscal 2014
Production
Tonnes (‘000)		28,804		27,392		26,938
Recovered grade (g/t)		1.4		1.4		1.3
Gold produced (‘000 oz)(1)		1,256		1,246		1,175

Note:

(1) In fiscal 2014, 1.100 million ounces were attributable to Gold Fields and in fiscal 2015, 1.169 million ounces were attributable to Gold Fields and in fiscal 2016, 1.183 million ounces were attributable to Gold Fields, with the remainder attributable to noncontrolling shareholders in the Ghana and Peru operations during each period.

Tonnes milled and treated from the surface operations increased from 27.4 million tonnes in fiscal 2015 to 28.8 million tonnes in fiscal 2016, mainly due to the ramp-up of the Invincible pit at St. Ives, combined with mining at the A5 and Neptune pits as part of a strategic shift to a primarily open pit operation at St. Ives.

South African Operations

Gold Fields’ South African region consists of the South Deep mine. South Deep remains a strategic imperative for Gold Fields, and is projected to deliver long-term, cash-generative production to the Group once it hits full production. The successful delivery of South Deep, which accounts for 72% of the Group’s Mineral Reserves, is critical for Gold Fields’ long-term, sustainable growth.

South Deep Mine

Introduction

South Deep is situated 45 kilometers south-west of Johannesburg, in the Gauteng Province of South Africa. South Deep is a capital project and remains a developing mine where the majority of the permanent infrastructure to support expanded production has now been installed. South Deep uses trackless mechanized mining methods comprising an array of techniques and mobile machines to achieve the most efficient extraction system for any given area in the ore body.

South Deep is engaged in underground mining and its primary infrastructure comprises one metallurgical plant and two operating shaft systems, the older South Shaft complex and the newer Twin Shaft complex. The South Shaft complex includes a main shaft and three sub-vertical (SV) shafts, two of which are operational. The Twin Shaft complex consists of a single-barrel main shaft for hoisting personnel, rock materials and an adjacent bratticed ventilation shaft, used for both extracting used air and hoisting rock. The South Shaft complex operates to a depth of 2,650 meters below surface and the Twin Shaft complex operates to a depth of 2,995 meters below surface. South Deep’s workings are at depth and therefore require significant cooling infrastructure. The South Deep operation has access to the national electricity grid, water, and road infrastructure and is located near regional urban centers where it can obtain needed supplies and services.

History

The current South Deep operations derive from the Barrick—Western Areas Joint Venture, which Gold Fields acquired in a series of transactions in the second half of fiscal 2007. The Barrick—Western Areas Joint Venture was named the South Deep Joint Venture.

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Geology

South Deep is a deep-level underground gold mine located along the northern and western margins of the Witwatersrand Basin, 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 goldfields 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.

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 reef definition drilling programs, operational mine planning and grade control.

Gold mineralization at South Deep is hosted by conglomerates of the Upper Elsburg reefs and the Ventersdorp Contact Reef, or VCR. The Upper Elsburg reefs sub-crop against the VCR in a northeasterly trend, which defines their western limits. To the east of the sub-crop, the Upper Elsburg reefs are preserved in an easterly diverging sedimentary wedge attaining a total thickness of approximately 120 meters, which is subdivided into the lower “Individuals” and the overlying “Massives.” To the west of the sub-crop, only the VCR is preserved.

The stratigraphic units at South Deep generally dip southward at approximately 12 to 15 degrees and the gold-bearing reefs occur at depths of 1,500 meters to 3,500 meters below surface.

Production at South Deep is currently derived from the Upper Elsburg Reefs. In general terms, the Upper Elsburg succession represents an easterly prograding sedimentary sequence, with the Massives containing higher gold grades and showing more proximal sedimentological attributes in the eastern sector of the mining authorization than the underlying Individuals. The sedimentary parameters of the Upper Elsburg reef units influence the overall tenor of the reefs with gold grade displaying a gradual, general decrease toward the east, away from the sub crop.

The North-South trending “normal” West Rand and Panvlakte faults, which converge on the Western side of the lease area, are the most significant large-scale faults in the area and form the western limit to gold mineralization for the mine.

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Mining

South Deep is designed to access and exploit one of the largest undeveloped ore bodies in the world. The 37 Moz reserve is understood to appropriate levels of confidence needed to support a multi-decade life of mine plan. Key required primary infrastructure has been installed and expanded as the mine is still in production build-up. At a steady state, the mine will be a low cost, long life mechanized mining operation. Due to its depth and fully mechanized bulk mining nature, South Deep has no real operating proxy in the gold mining industry, making benchmarking difficult and the current focus therefore remains on establishing a platform to ensure traction is maintained on driving productivity and leveraging unit costs on an ongoing basis.

South Deep entered a critical stage of its evolution at the beginning of fiscal 2015 when Gold Fields made the decision to take a step back and fix the operating base at the mine before determining the new long-term steady state profile. As part of this process, Gold Fields removed the previous production and cost targets to afford the new South Deep management team the time to get the basics right and determine the way forward. However, in the absence of long-term production targets, Gold Fields stated that it was its goal to get the mine to cash breakeven by the end of fiscal 2016, a goal that Gold Fields is pleased to have achieved. For fiscal 2016, South Deep generated net cash flow of U.S.$12 million compared with cash outflows of U.S.$80 million in fiscal 2015. Even after stripping out the benefit of the rand hedge, the mine achieved cash breakeven for the year.

In February 2017, South Deep delivered the Rebase Plan to market. This plan incorporates all recent improvements in mine design, geotechnical parameters as well as the infrastructure required to support the production plan and was approved by the Board in February 2017. The Rebase Plan sets the mine up to reach steady state production of approximately 500,000 oz by fiscal 2022 at an AIC of below U.S.$900 per ounce in fiscal 2017 terms.

The Rebase Plan required a diagnostic of the full value chain, from design to skills training, conducted by management and external consultants. This review highlighted opportunities for improvements. Consequently, South Deep’s own technical abilities were strengthened, along with input from various technical experts, as part of developing a high confidence level mine plan. The actions required in the Rebase Plan are aimed at laying foundations for long term success. The mine design together with infrastructure design was revised and refined for increased efficiency.

These improvements lay the foundation for long term sustainable gold production, supported by a continuous business improvement strategy based on the Sandcone Model of improvement driving quality, dependability, throughput, flexibility and ultimately value, in this order. The process resulted in 68 business improvement projects being identified to create a long-life, sustainable mechanized mine in fiscal 2016. To date, 29 projects have been completed, with 27 expected to be closed out in fiscal 2017 and the remaining 12 expected to be completed in fiscal 2018.

South Deep has faced a number of challenges over the years, which can best be summarized in four broad categories: People and skills; Fleet and maintenance; Underground working conditions; and Mining method. While Gold Fields has made good progress on all categories over the past two years, continued improvement is anticipated during the ramp-up to steady state:

• People and skills: The first priority was to establish an experienced management team with extensive exposure to mechanized and deep level mining. This objective was successfully achieved with most of the new management team now in place since mid-fiscal 2015. A further 168 critical skill positions requiring experienced and skilled staff were identified at the start of fiscal 2015. Most of these positions were filled by the end of fiscal 2016 with only a limited number of appointments still outstanding. Furthermore, the development of mechanized mining skills was highlighted as a specific and critical requirement for the future success of the mine. As such, a mechanized mining skills development program focusing on supervisors, artisans and operators was implemented and relevant South Deep employees have been receiving ongoing training;

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• Fleet and maintenance: South Deep instituted a number of key strategies to upgrade the condition of its mechanized equipment fleet and effectiveness of its maintenance practices. As part of the fleet renewal strategy, 58 category 1 units have been commissioned since early fiscal 2015. The total category 1 fleet currently stands at 111. An expansive and fully equipped underground workshop spanning a total footprint of 200 x 200m was commissioned on 93 level to provide the working conditions necessary for maintenance personnel to perform their tasks more effectively. Maintenance skills development programs were introduced to upskill our engineering personnel. In addition, outsourced OEM maintenance contracts were concluded with two key suppliers to effect immediate improvements, which will be gradually handed over to South Deep teams;

• Underground working conditions: The new management team identified poor underground working conditions as a key impediment to turning South Deep around. A number of business improvement projects were initiated to remediate this deficiency and focused on various elements of the underground infrastructure, including roadways, water management, backfill and ventilation; and

• Mining method: As a deep level bulk mine, geotechnical considerations and mine design are critical elements in implementing the successful extraction of the ore body. To this end, several improvements in the overall design and mining layouts have been implemented during the past two years.

• Regional Pillars: The overall regional support design was improved by reducing the corridor span between regional pillars from 240m to 180m and by increasing the dimensions of crush pillars in the destress cuts from 10 x 6m to 8 x 20m. Regional pillar width has remained at 60m. The design improvements resulted in lower excavation convergence rates and an increase in overall rockmass stability; and

• High Profile Destress: Over the past two years, South Deep converted from a low profile (2.2m) destress mining method to a high profile (5.5m) layout. This has eliminated an inefficient and cumbersome multi-step mining process, which included footwall or hangwall ripping to open excavations for longhole stoping equipment, and enabled mechanized roofbolt installation. In a significant step for the mine, low profile was completely phased out during fiscal 2016 and all destress development will now entail the high profile method. This method was also further improved with a new pillar layout, increasing ground stability and operational efficiency due to less backfill being required.

The initiatives that were implemented over the past two years have started to yield results during fiscal 2016, which was a milestone year for South Deep.

In terms of the Rebase Plan, it is anticipated that South Deep will reach steady state production in fiscal 2022. During this ramp-up period, tonnes mined are expected to ramp up at a fairly steady rate from the average 135,000 tonnes per month run rate in 2016 to 230,000t/m when at steady state. A big driver of the volume growth to steady state is the increased contribution from longhole stoping.

The production ramp-up is planned from the current mine in the North of Wrench mining area, or NoW, which is a lower extension to the current mining operations and contains reserves of 10.6 Moz. The NoW expands into six corridors with independent operating and ventilation systems. The NoW will build up in production synchronously with current mine area declining in output. The NoW is designed as a massive bulk mine, while the current mine area employed a more selective method. Current primary production is provided from two discrete mining areas, Current Mine and NoW, and are exploited by means of distinctly different mining methods. The current mine area is characterized by conventional mining that was employed historically and before ownership by Gold Fields, which served as destressing for mechanized massive mining, including long hole stoping above and below these horizons in the remaining Elsburg reefs. Mining activities are largely scattered over the whole of current mine. The NoW area is largely unmined and as such will benefit from utilization of the optimized mine design and extraction sequencing which can be effectively applied to a “blank canvass” with no constraints from historical mining. This massive mining method (long hole stoping) is aimed at

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the efficient extraction of the thick ore body with minimum dilution and ore loss. Productivity and efficiency of extraction is expected to improve for the future of the mine. Continuous infrastructure expansion is required to support the production build up from the NoW.

Importantly, most of the operating expenditure is now in the cost base of the mine, with the majority of the key skills and fleet now in place. As the mine ramps up to steady state, we expect to see the operational gearing expected from a fixed cost mine like South Deep. As a result, we expect steady state production AIC of below U.S.$900 per ounce (in 2017 terms).

Detailed below are the operating and production results at South Deep for fiscal 2016, 2015 and 2014:

	Fiscal 2016		Fiscal 2015		Fiscal 2014
Production
Tonnes (‘000)		2,248		1,496		1,323
Recovered grade (g/t)		4.0		4.1		4.7
Gold produced (‘000 oz)		290		198		201
Results of operations
Revenues (U.S.$ million)		358.2		232.3		254.8
Operating costs (including gold inventory change but excluding amortization and depreciation) (U.S.$ million)(1)		271.6		236.6		245.5
All-in sustaining cost net of by-product revenues per ounce of gold sold (U.S.$)(1)		1,207		1,490		1,548
All-in costs net of by-product revenues per ounce of gold sold (U.S.$)(1)		1,234		1,559		1,732

Note:

(1) For a reconciliation of Gold Fields’ operating costs excluding amortization and depreciation to its AISC and AIC net of by-product revenues per ounce of gold sold for fiscal 2016, 2015 and 2014, see “Operating and Financial Review and Prospects—All-in Sustaining and All-in Cost”. AIC and AISC are calculated per ounce of gold sold, excluding gold equivalent ounces. See “Operating and Financial Review and Prospects—All-in Sustaining and All-in Cost”.

Total tonnes milled increased by 47% from 1.5 million tonnes in fiscal 2015 to 2.2 million tonnes in fiscal 2016. Gold produced increased from 0.198 million ounces in fiscal 2015 to 0.290 million ounces in fiscal 2016. Due to the 40% improvement in tonnes mined, which resulted in higher consumable spend and higher utility consumption as well as improved bonuses, operating costs including gold inventory change but excluding amortization and depreciation, or “net operating costs” increased by 15% from U.S.$236.6 million in fiscal 2015 to U.S.$271.6 million in fiscal 2016 in U.S. dollar terms. The increased costs were also due to negotiated annual salary hikes as well as higher staff numbers following the employment of an additional 164 mechanized mining professionals during fiscal 2015. A decreased AIC of U.S.$1,234 per ounce in fiscal 2016, compared with AIC of U.S.$1,559 per ounce in fiscal 2015, was due to higher gold production, partially offset by higher operating costs and capital expenditure.

South Deep’s power usage has increased over the years as it builds up production and prepares for the development of long-term infrastructure. All required power related infrastructure is installed to support the production ramp up. South Deep sourced its electricity supply from Eskom. See “Risk Factors—Power cost increases may adversely affect Gold Fields’ business, operating results and financial condition”. In order to mitigate the cost impact of these increases, numerous power saving projects were initiated to reduce power consumption. South Deep will be developing a long-term energy security plan (which will include an assessment of renewable energy options) to manage supply risks currently faced by Eskom. In the short term, a load curtailment arrangement has been negotiated with Eskom to minimize production disruptions and ensure the continued safe operation of the mine.

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Assuming there are no material changes to the reserves estimates at South Deep, or to the life of mine plan, South Deep’s December 31, 2016 proven and probable managed reserves of 37.3 million ounces (34.1 million ounces of which are attributable to Gold Fields, with the rest attributable to non-controlling shareholders) will be sufficient to maintain production through to fiscal 2095 (79 years). However, as discussed earlier in “Risk Factors” and “—Description of Mining Business—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.

South Deep is engaged in underground mining and is thus subject to all of the underground mining risks discussed in “Risk Factors”. The primary safety issues facing South Deep underground operations include seismicity (including seismically induced falls of ground), falls of ground due to gravity and the risk of pedestrians being struck by mobile equipment. To prevent falls of ground accidents, South Deep has implemented a comprehensive health and safety strategy. For more information about this strategy as well as details about workplace injuries at South Deep, see “Directors, Senior Management and Employees—Employees—Safety and Wellness—Safety Management” and “Directors, Senior Management and Employees—Employees—Safety and Wellness—TRIFR, Fatalities and Fatal Injury Frequency Rate”.

There were no strikes and/or labor stoppages at South Deep in fiscal 2016 and none to date since December 31, 2016.

Processing

All processing at South Deep is carried out at a single gold extraction plant. The following table sets forth the year commissioned, processing techniques and processing capacity per month, as well as average tonnes milled per month and metallurgical recovery factors during fiscal 2016 for the plant.

Processing Techniques

Plant	Year commissioned(1)		Comminution phase	Treatment phase	Capacity(1)		Average milled for fiscal 2016		Approximate recovery factor for fiscal 2016
					(tonnes/month)
Twin Shaft Plant		2002	Primary SAG and Secondary Ball milling	Leach CIP, with elution and electrowinning		330,000		187,000		96	%

Note:

(1) 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 a level of throughput over and above the designed nameplate capacity.

Capital Expenditure

Gold Fields spent U.S.$77.9 million on capital expenditures at the South Deep operation in fiscal 2016, primarily on fleet, the refurbishment of the main winder at the Twin Shaft complex and higher spending on employee accommodation. Gold Fields expects to spend approximately R1,309 million (U.S.$92.6 million) on capital expenditures at South Deep in fiscal 2017, primarily on infrastructure, trackless equipment, new mine development, secondary support and the 80 level fridge plant at south shaft.

West Africa Operations

The West Africa operations comprise the Tarkwa and Damang gold mines in Ghana. The West Africa region had oversight of Gold Fields’ APP in Finland, prior to the transfer of its management to the Corporate office. Gold Fields Ghana, which holds the interest in the Tarkwa mine, and Abosso, which owns the interest in the Damang mine, are 90% owned by Gold Fields and 10% by the Ghanaian government.

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For a discussion on the energy supply in Gold Fields Ghana, see “Risk Factors—Power cost increases may adversely affect Gold Fields’ business, operating results and financial condition”.

Tarkwa Mine

Introduction

The Tarkwa mine is located in southwestern Ghana, about 300 kilometers by road, west of Accra. The Tarkwa mine consists of several open pit operations on the original Tarkwa property and the adjacent southern portion of the property, which was formerly referred to as the Teberebie property and was acquired by Gold Fields in August 2000. Gold Fields added a SAG mill, a ball mill and a CIL plant.

The Tarkwa mine operates under mining leases with a total area of approximately 20,800 hectares, the entirety of which are surface operations. The Tarkwa mine has access to the national electricity grid, water, road and railway infrastructure, although rail service has been non-operational for many years. Most supplies are trucked in from either the nearest seaport, which is approximately 90 kilometers away by road in Takoradi, or from Tema, near Accra, which is approximately 300 kilometers away by road.

History

Investment in large-scale mining in the Tarkwa area commenced in the last quarter of the nineteenth century. In 1993, Gold Fields of South Africa took over an area previously operated by the State Gold Mining Corporation, or SGMC. SGMC had, in turn, acquired the property from private companies owned by European investors. Mining operations by Gold Fields commenced in 1997 following initial drilling, feasibility studies and project development (which included the removal of overburden and the resettlement of approximately 22,000 people).

Geology

Gold mineralization at Tarkwa is hosted by Proterozoic Tarkwaian metasediments, which overlie but do not conform to a Birimian greenstone belt sequence. Gold mineralization is concentrated in conglomerate reefs and has some similarities to deposits in the Witwatersrand Basin in South Africa. The deposit comprises a succession of stacked, tabular palaeoplacer units consisting of quartz pebble conglomerates. Approximately 10 such separate economic units occur in the concession area within a sedimentary package ranging from 40 meters to 110 meters in thickness. Low-grade to barren quartzite units are interlayered between the separate reef units.

Mining

The existing surface operation currently exploits narrow auriferous conglomerates from six pits, namely Pepe, Akontansi, Teberebie, Atuabo, Maintrain and Kottraverchy. Tarkwa uses the typical open pit mining methods of drilling, blasting, loading and hauling.

During fiscal 2016, mineral reserves at Tarkwa decreased by 9.8% (net of depletion) to 6.1 million ounces. Restructuring the mine to operate at lower total mining volumes (90 – 100Mtpa total mining) is expected to ensure operational flexibility and underpin targeted head grades to deliver 520,000 to 570,000 ounces of gold per year.

No greenfields projects were commenced in fiscal 2016. A geochemical soil sampling program was carried out in Tarkwa in fiscal 2014 to explore part of the concession, which previously had limited exploration. A number of hydrothermal and paleo placer targets were identified as a result of this program, and initial drilling commenced in fiscal 2015. The continuation of the drilling program in respect of these targets was a focal point in fiscal 2016.

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Detailed below are the operating and production results at Tarkwa for fiscal 2016, 2015 and 2014.

	Fiscal 2016		Fiscal 2015		Fiscal 2014
Production
Tonnes milled (‘000)		13,608		13,520		13,553
Recovered grade (g/t)		1.3		1.3		1.2
Gold produced (‘000 oz)(1)		568		586		558
Results of operations
Revenues (U.S.$ million)		708.9		680.7		706.7
Operating costs (including gold inventory change but excluding amortization and depreciation) (U.S.$ million)(2)		327.3		326.9		371.5
All-in sustaining cost net of by-product revenues per ounce of gold sold (U.S.$)(2)		959		970		1,068
All-in costs net of by-product revenues per ounce of gold sold (U.S.$)(2)		959		970		1,068

Notes:

(1) In fiscal 2016, 2015 and 2014, 0.511 million ounces, 0.527 million ounces and 0.502 million ounces of production, respectively, were attributable to Gold Fields, with the remainder attributable to minority shareholders in the Ghana operations.

(2) For a reconciliation of Gold Fields’ operating costs excluding amortization and depreciation to its AISC and AIC net of by-product revenues per ounce of gold sold for fiscal 2016, 2015 and 2014, see “Operating and Financial Review and Prospects—All-in Sustaining and All-in Cost”. AIC and AISC are calculated per ounce of gold sold, excluding gold equivalent ounces. See “Operating and Financial Review and Prospects—All-in Sustaining and All-in Cost”.

In fiscal 2016, gold production decreased by 3% to 0.568 million ounces from 0.586 million ounces in fiscal 2015, mainly due to shift away from the Teberebie pillar and surrounding high grade areas. Net operating costs increased marginally to U.S.$ 327.3 million in fiscal 2016 from U.S.$326.9 million in fiscal 2015. AIC improved by 1% to U.S.$959 per ounce in fiscal 2016 from U.S.$970 per ounce in fiscal 2015 primarily due to lower capital expenditure, partially offset by lower gold sold.

Assuming that Gold Fields does not increase or decrease ore reserves estimates at Tarkwa and that there are no changes to the current mine plan at Tarkwa, Tarkwa’s December 31, 2016 proven and probable reserves of 6.1 million ounces (5.5 million ounces of which are attributable to Gold Fields, with the remainder attributable to the Ghanaian government) will be sufficient to maintain production through fiscal 2031 which includes re-treatment of the South Heap Leach at the end of the life of mine. However, as discussed earlier in “Risk Factors” and “—Description of Mining Business—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.

The Tarkwa mine is engaged in open pit mining and is thus subject to all the risks associated with open pit mining discussed in “Risk Factors”. For more information about workplace injuries at Tarkwa, see “Directors, Senior Management and Employees—Employees—Safety and Wellness—Safety Management” and “Directors, Senior Management and Employees—Employees—Safety and Wellness—TRIFR, Fatalities and Fatal Injury Frequency Rate”.

There were no strikes and/or labor stoppages at Tarkwa in fiscal 2016 and none to date since December 31, 2016.

Processing

Tarkwa’s ore is processed using SAG milling at its CIL plant. Prior to the restructuring, the operation also incorporated two separate heap leach circuits, the North Plant and the South Plant. As part of the restructuring, the South Heap Leach Facility was closed in December 2012 and stacking of ore ceased at the North Heap Leach facility in December 2013. The following table sets per month, as well as average tonnes milled per month and metallurgical recovery factors during fiscal 2016, for each of the plants at Tarkwa.

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Processing Techniques

Plant	Year commissioned		Comminution phase	Treatment phase	Capacity(1)		Average milled for fiscal 2016		Approximate recovery factor for fiscal 2016(2)
					(tonnes/month)
CIL Plant		2004	SAG milling (with ball mill)(3)	CIL treatment		1,125,000		1,134,000		97	%

Notes:

(1) Nameplate capacity as designed. 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 per cent.

(3) The ball mill was added in December 2008.

In fiscal 2016, the carbon-in leach plant throughput increased from 13.5Mt to 13.6Mt, with yield decreasing from 1.35g/t to 1/30g/t due to lower grades processed.

Capital Expenditure

Gold Fields spent U.S.$168.0 million on capital expenditures at the Tarkwa operation in fiscal 2016, principally due to deferred stripping to expose ore, upgrading of the tailings storage facilities and the purchasing of new mining vehicles and equipment. Gold Fields has budgeted approximately U.S.$180.4 million for capital expenditures at Tarkwa for fiscal 2017, as it plans to continue to focus on prestripping and heavy mining equipment, or HME, major components.

Damang Mine

Introduction

The Damang deposits are located in the Wassa West District in southwestern Ghana approximately 330 kilometers by road west of Accra and approximately 30 kilometers by road northeast of the Tarkwa mine. The mine exploits hydrothermal in addition to Witwatersrand-style palaeoplacer gold. The Damang mine consists of an open pit operation with a SAG and ball mill and CIL processing plant. Damang operates under a mining lease with a total area of approximately 8,100 hectares. The Damang mine has access to the national electricity grid and water and road infrastructure. Most supplies are brought in by road from the nearest seaport, Takoradi, which is approximately 135 kilometers away, or from Accra, which is approximately 360 kilometers away by road.

History

Mining on the Abosso concession began with underground mining in the early twentieth century. Surface mining at Damang commenced in August 1997 and Gold Fields assumed control of operations on January 23, 2002. Historically, the underground mine was in operation from 1878 until 1956.

Geology

Damang is located on the Damang Anticline, which is marked by Tarkwaian metasediments on the east and west limbs, around a core of Birimian metasediments and volcanics. Gold in the Tarkwaian metasediments and volcanics is predominantly found in the conglomerates of the Banket Formation and is similar to the Witwatersrand in South Africa; however, at Damang, hydrothermal processes have enriched this palaeoplacer

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and the adjacent metasediments within the Banket formation. Within the region, the contact between the Birimian and Tarkwaian metasediments and volcanics is commonly marked by zones of intense shearing and is host to a number of significant shear hosted gold deposits, including Prestea, Bogoso, and Obuasi.

Palaeoplacer mineralization occurs on the west limb of the anticline at Abosso, Chida, and Tomento, and on the east limb of the anticline at the Kwesie, Lima South, and Bonsa North locations. Hydrothermal enrichment of the Tarkwaian palaeoplacer and metasediments also occur at the Rex, Amoanda, and Nyame areas on the west limb and the Damang and Bonsa areas on the east limb.

Mining

Damang uses the typical open pit mining methods of drilling, blasting, loading and hauling. The primary operational challenges include improved grade and dilution control, blasting optimization and maintaining load and haul efficiencies given that the mine has a number of different ore sources (Huni, Saddle Area, Juno and Lima South), and maintaining adequate and timely supply of appropriate plant feed blend (i.e. where possible a blend of fresh and oxide materials).

A comprehensive review of the mine to address the loss making position of Damang, which commenced during the fourth quarter of fiscal 2015, continued during fiscal 2016 with a final decision made to do a push back to expose the higher grade ore under the original Damang pit.

During the period under review, exploration activities at Gold Fields’ West African operations were dominated by resource conversion projects through infill drilling and extensions to known targets at Damang. No greenfields projects were commenced in fiscal 2016.

In October 2016, Gold Fields announced the U.S.$341 million Damang Reinvestment Plan, which is expected to extend the LoM by eight years from fiscal 2017 to fiscal 2024. The Damang Reinvestment Plan will enhance the Group’s presence in one of our key operating regions and result in significant social benefits for the country, including the creation and preservation of 1,850 direct employment positions.

The Damang Reinvestment Plan entails a major cutback to both the eastern and western walls of the DPCB. The cutback will have a total depth of 341m, comprising of a 265m pre-strip to access the base of the existing pit. This will be followed by a deepening of the pit by a further 76m which will ultimately provide access to the full Damang orebody including the high grade Tarkwa Phyllite lithology. To provide short term ore supply whilst the Damang pre-strip is in progress, mining will occur at the Amoanda, and paleaoplacer satellite pits (Lima South, Kwesi Gap and Tomento East). In addition, the plan feed will be supplemented by low grade surface stockpiles. Mining will be undertaken by two mining contractors, which are expected to be mobilized early in fiscal 2017.

Inclusion of the Damang cutback as the key component of the Damang Reinvestment Plan has impacted an increase of 72% in proven and probable reserves from those declared in December 2015, from 0.97 Moz to 1.67 Moz.

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Detailed below are the operating and production results at Damang for fiscal 2016, 2015 and 2014.

	Fiscal 2016		Fiscal 2015		Fiscal 2014
Production
Tonnes milled (‘000)		4,268		4,295		4,044
Recovered grade (g/t)		1.1		1.2		1.4
Gold produced (‘000 oz)(1)		148		168		178
Results of operations
Revenues (U.S.$ million)		183.4		194.8		224.6
Operating costs (including gold inventory change but excluding amortization and depreciation) (U.S.$ million)(2)		136.1		186.4		179.7
All-in sustaining cost net of by-product revenues per ounce of gold sold (U.S.$)(2)		1,254		1,326		1,175
All-in costs net of by-product revenues per ounce of gold sold (U.S.$)(2)		1,254		1,326		1,175

Notes:

(1) In fiscal 2016, 2015 and 2014, 0.133 million ounces, 0.151 million ounces and 0.160 million ounces of production, respectively, were attributable to Gold Fields, with the remainder attributable to non-controlling to shareholders in Abosso.

(2) For a reconciliation of Gold Fields’ operating costs excluding amortization and depreciation to its AISC and AIC net of by-product revenues per ounce of gold sold for fiscal 2016, 2015 and 2014, see “Operating and Financial Review and Prospects—All-in Sustaining and All-in Cost”. AIC and AISC are calculated per ounce of gold sold, excluding gold equivalent ounces. See “Operating and Financial Review and Prospects—All-in Sustaining and All-in Cost”.

In fiscal 2016, managed gold production decreased by 12% to 0.148 million ounces from 0.168 million ounces in fiscal 2015, mainly as a result of lower than planned plant feed grade. Net operating costs decreased by 27% to U.S.$136.1 million in fiscal 2016 from U.S.$186.4 million in fiscal 2015 mainly due to lower mining and consumable costs in-line with the lower production. Total AISC decreased by 5% to U.S.$1,254 per ounce in fiscal 2016 from U.S.$1,326 per ounce in fiscal 2015, due to lower use of diesel generators as the number of power outages dropped during the year.

Assuming that Gold Fields does not increase or decrease reserves estimates at Damang and that there are no changes to the current mine plan, Damang’s December 31, 2016 proven and probable reserves of 1.67 million ounces (0.17 million of which are attributable to the Ghanaian government, with the remainder attributable to Gold Fields) will be sufficient to maintain production through fiscal 2024 (8 years). However, as discussed earlier in “Risk Factors” and “—Description of Mining Business—Mine Planning and Management”, there are many factors that can affect reserve estimates and the mine plan, which could thus materially change the life of mine.

The Damang mine comprises open pit mining, and is thus subject to all of the risks associated with open pit mining discussed in “Risk Factors”. For more information about workplace injuries at Damang, see “Directors, Senior Management and Employees—Employees—Safety and Wellness—Safety Management” and “Directors, Senior Management and Employees—Safety and Wellness—Employees—TRIFR, Fatalities and Fatal Injury Frequency Rate”.

There were no strikes and/or work stoppages at Damang in fiscal 2016 and none to date since December 31, 2016.

Processing

All ore at Damang is processed through a single facility. The following table sets forth the year commissioned, processing techniques and processing capacity per month, as well as average tonnes milled per month and metallurgical recovery factor during fiscal 2016 for the plant.

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Processing Techniques

Plant	Year commissioned			Comminution phase	Treatment phase	Capacity(1)		Average milled for fiscal 2016		Approximate recovery factor for fiscal 2016(2)
						(tonnes/month)
Processing Plant		1997	(3)	Primary and two- stage secondary crushing with SAG and ball milling	CIL treatment		350,000		356,000		91.9

Notes:

(1) Nameplate capacity as designed. 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 per cent.

(3) The secondary crusher was commissioned in 2010.

Preparatory construction works on the new Far East Tailings Storage Facility, or FETSF, commenced in fiscal 2013 but the project was suspended in September 2013, when Abosso received notice of an application for an injunction to restrain from proceeding with the FETSF construction on the basis that it was outside its mining lease. In fiscal 2014, Gold Fields settled with these claimants and resumed work on the FETSF project but the construction was delayed in fiscal 2015 when the investment plan scenarios for the mine were being considered. In fiscal 2015, the ETSF was raised by 5 meters to an elevation of 1,005 mRL. The facility is currently being raised a further 2.5 meters to an elevation of 1,007.5 mRL. The construction began in the fourth quarter of fiscal 2016 and is expected to be completed by end of the first quarter of fiscal 2017.

The ETSF has 3.8Mt of remaining capacity and it is estimated that the ETSF will be at full capacity by November 2017. The FETSF is being constructed to sustain production for the remaining LoM requirement. The full design capacity of the FETSF is 44.4Mt to a 1,000 mRL and the construction will occur in two stages:

• Stage 1—19.7Mt capacity to a 980mRL; and

• Stage 2—24.7Mt additional capacity to the 1,000mRL.

Stage 1 construction will commence in the first quarter of fiscal 2017 and is estimated to be completed by end of fiscal 2017 to ensure continuous production.

Capital Expenditure

Abosso spent U.S.$37.9 million on capital expenditure in fiscal 2016, principally on Amoanda capital waste stripping, ETSF raise and resource infill drilling. Abosso has budgeted approximately U.S.$139.6 million for capital expenditures at Damang for fiscal 2017.

Australasia Operations

St. Ives

Introduction

St. Ives is located 80 kilometers south of Kalgoorlie and 20 kilometers south of Kambalda, straddling Lake Lefroy in Western Australia. It holds exploration licenses, prospecting licenses and mining leases covering a total area of approximately 123,291 hectares. St. Ives is both a surface and underground operation, with a number of

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open pits, one operating underground mine and a metallurgical CIP plant. The St. Ives operation obtains electricity pursuant to a contract with BHP Nickel West that expires in January 2023 and has access to water, rail, air and road infrastructure. Consumables and supplies are trucked in locally from both Perth and Kalgoorlie.

History

Gold mining began in the St. Ives area in 1897, with intermittent production until Resources Ltd, or WMC, commenced gold mining operations at St. Ives in 1980. Gold Fields acquired the St. Ives gold mining operation from WMC in November 2001.

Geology

The gold deposits of St. Ives are located at the southern end of the Norseman-Wiluna greenstone belt of the West Australian Goldfields Province. In the St. Ives area, the belt consists of Kalgoorlie Group volcanic rocks, Black Flag group felsic volcanic rocks and sediments and a variety of intrusive and overlying post-tectonic sediments. The area is structurally complex, with metamorphism ranging from lower greenschist and lower amphibolite facies. Shear hosted gold mineralization has been discovered in all stratigraphic units. Deposit styles and ore controls are varied ranging from minor structures, including vein arrays, breccia zones and central, to quartz-rich and mylonitic parts of shear zones.

Mining

Gold production takes place over an extensive tenement area at St. Ives. St. Ives has the Lefroy processing plant and SAG mill that treats primary ore. St. Ives previously had a heap leach facility which treated low- and marginal-grade ore. This heap leach facility operated in a residual leach mode during fiscal 2014, 2015 and through to April 2016 when it closed as leaching was no longer economic.

In fiscal 2016, St. Ives reported decreased production and decreased operational costs. The decreased production was mainly due to lower grades associated with increased open pit mining and a decline in mining at the Athena, underground mine which closed in February 2016. The decreased operational costs were mainly due to a reduction of mining costs in the open pit areas.

In fiscal 2016, exploration expenditure decreased by A$1.0 million to A$40.9 million and 241km of drilling was completed. This exploration discovery and extensional drilling replaced all the 376,000 ounces depleted in 2016 and added a further 198,000 ounces to reserve. This included an additional of 288,000 ounces to the Invincible underground reserve and the declaration of a maiden open pit reserve of 47,000 ounces at Incredible.

Positive results were returned from broad gold intercepts in shallow drilling at the Retribution project. Extensive follow up drilling is expected to be completed during fiscal 2017 to further define the gold mineralization and to define resources.

The exploration strategy at St. Ives is to continue to develop the exploration pipeline and define further resources, with a priority on open pit resources. In addition, St. Ives plans to investigate the potential for significant palaeochannel hosted mineralization, along with alternate methods for mining these gold deposits.

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Detailed below are the operating and production results at St. Ives for fiscal 2016, 2015 and 2014.

	Fiscal 2016		Fiscal 2015		Fiscal 2014
Production
Tonnes (‘000)		4,046		3,867		4,553
Recovered grade (g/t)		2.8		3.0		2.4
Gold produced (‘000 oz)		363		372		362
Results of operations
Revenues (U.S.$ million)		452.3		431.8		458.8
Operating costs (including gold inventory change but excluding amortization and depreciation) (U.S.$ million)(1)		181.8		220.3		282.3
All-in sustaining cost net of by-product revenues per ounce of gold sold (U.S.$)(1)		949		969		1,164
All-in costs net of by-product revenues per ounce of gold sold (U.S.$)(1)		949		969		1,164

Note:

(1) For a reconciliation of Gold Fields’ operating costs excluding amortization and depreciation to its AISC and AIC net of by-product revenues per ounce of gold sold for fiscal 2016, 2015 and 2014, see “Operating and Financial Review and Prospects—All-in Sustaining and All-in Cost”. AIC and AISC are calculated per ounce of gold sold, excluding gold equivalent ounces. See “Operating and Financial Review and Prospects—All-in Sustaining and All-in Cost”.

In fiscal 2016, gold production decreased by 2% to 0.363 million ounces from 0.372 million ounces in fiscal 2015, primarily due to lower grades associated with increased open pit mining and a decline in mining at the Athena underground mine which closed in the first half of fiscal 2016. Net operating costs decreased by 17% to U.S.$181.8 million in fiscal 2016 from U.S.$220.3 million in fiscal 2015 due to the closure of the Cave Rocks and Athena underground mines, efficiencies in the open pits on larger volumes and productivity improvements and a gold-in-process credit of U.S.$11.0 million in fiscal 2016, compared with a charge of U.S.$25.3 million in fiscal 2015. Total AIC decreased to U.S.$949 per ounce in fiscal 2016 compared with U.S.$969 per ounce in fiscal 2015.

Assuming that Gold Fields does not increase or decrease reserves estimates at St. Ives and that there are no changes to the current mine plan, St. Ives’ December 31, 2016 proven and probable reserves of 1.7 million ounces will be sufficient to maintain production through fiscal 2021. However, as discussed earlier in “Risk Factors” and “—Description of Mining Business—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.

St. Ives is engaged in underground mining and in both open pit and production stockpile surface mining, and is thus subject to all of the underground and surface mining risks discussed in “Risk Factors”. The primary safety risk at St. Ives is falls of ground at the underground operations, which is addressed through the use of ground support, paste filling of open stopes and sequencing of mine operations to improve overall stability of the ground. For more information about workplace injuries at St. Ives, see “Directors, Senior Management and Employees—Employees—Safety and Wellness—Safety Management” and “Directors, Senior Management and Employees—Employees—Safety and Wellness—TRIFR, Fatalities and Fatal Injury Frequency Rate”.

The St. Ives mine is currently in the process of re-certification following an initial negative finding by the International Cyanide Management Institute, or ICMI. See “License to Operate—Waste and Training”.

There were no strikes and/or material work stoppages at St. Ives in fiscal 2016 and none to date since December 31, 2016.

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Processing

The table below sets forth year commissioned, processing techniques and processing capacity per month, as well as average tonnes milled per month and metallurgical recovery factors during fiscal 2016, for the plant at St. Ives.

Processing Techniques

Plant	Year commissioned		Comminution phase	Treatment phase	Capacity(1)		Average milled for fiscal 2016		Approximate recovery factor for fiscal 2016(2)
					(tonnes/month)
Lefroy Plant		2005	Single-stage crushing and SAG milling	CIP		375,000		337,000		93	%

Notes:

(1) Nameplate capacity as designed. 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.

Capital Expenditure

Gold Fields spent A$188.0 million or U.S.$140.0 million on capital expenditures at St. Ives in fiscal 2016. This was primarily on exploration across the site, the development of the Invincible and Neptune open pit mines and the development of the Hamlet underground mine. Gold Fields has budgeted approximately A$184.6 million, or U.S.$135 million, for capital expenditures at St. Ives in fiscal 2017. These funds are principally earmarked for exploration, underground mining development and mine infrastructure.

Agnew/Lawlers

Introduction

Agnew/Lawlers is located 23 kilometers west of Leinster, approximately 375 kilometers north of Kalgoorlie and 630 kilometers northwest of Perth, Western Australia. Together, Agnew and Lawlers hold exploration licenses, prospecting licenses and mining leases covering a total area of approximately 88,180 hectares.

Agnew/Lawlers has one metallurgical plant in operation and is serviced by sealed road infrastructure to the mine gate. Supplies are generally trucked in from Perth or Kalgoorlie. Agnew/Lawlers is largely a fly-in fly-out operation with local services, including air transport with a sealed runway and accommodation, provided pursuant to an arrangement with a nearby major mining company. Agnew/Lawlers has access to electricity pursuant to a contract with the same major mining company as St. Ives which expires in May 2019. The bulk of the water is supplied from the mining operations and recovered from the in-pit tailings facility and previously mined pits.

History

Gold was discovered at Agnew in 1895 and production was intermittent until WMC acquired the operation in the early 1980s and constructed the current mill in 1986. Since that time, numerous open pits and underground operations have been mined.

Gold was discovered around the same time at Lawlers. In 1984, Forsayth NL purchased the Great Eastern lease and constructed the Lawlers processing plant, or the Lawlers Mill. Mechanized open pit mining commenced in 1986. The New Holland underground mine opened in 1998 and in 2001 Barrick acquired Lawlers as part of its merger with Homestake. In 2013, Gold Fields purchased Lawlers from Barrick and the Lawlers Mill was placed on care and maintenance.

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Geology

The Agnew and Lawlers deposits are located within the northwest portion of the Norseman-Wiluna greenstone belt of the Western Australian Goldfields. This greenstone belt consists of an older sequence of ultramafic flows, gabbros, basalts, felsic volcanics and related sedimentary rocks. The rocks are folded about the large, moderately north plunging Lawlers Anticline. The Agnew deposits are located on the western limb of this anticline, and major deposits discovered to date lie on sheared contacts between stratigraphic units. The anticline is cut by north-northeast trending faults such as the Waroonga and East Murchison Unit shear zones. The Lawlers deposits occur along the eastern limb of the Lawlers Anticline with the main Genesis-New Holland deposit located within the Scotty Creek Sediments west of Waroonga.

Mining

The principal production sources at Agnew/Lawlers are the Waroonga and New Holland underground mining complexes. The mining method at Waroonga involves longhole open stoping with paste filling. Access to the ore body is through a decline tunnel which accommodates workers, materials and equipment.

At the New Holland underground mine at Lawlers, the selection of the stoping method is dependent upon the geometry of the ore structure. Two primary methods are employed: uphole retreat open stoping and room and pillar longhole. Access to the mine is via two declines.

At both Waroonga and New Holland, ore is trucked to a mine ore pad located at the base of either the Waroonga or New Holland open pits, where it is then hauled to the Agnew processing facility using haul trucks operated by a contractor.

Waroonga is in transition as the Kim lode matures. During fiscal 2015, the new drive from the Kim decline to the FBH ore bodies was completed. Development activities have commenced with production from FBH reducing dependence on the Kim ore body in fiscal 2016. In addition, production at the Cinderella ore body in the New Holland complex commenced in fiscal 2016.

Exploration at Agnew/Lawlers in fiscal 2016 focused on extensions to both the Waroonga and New Holland mineralized systems. Drill testing north of Waroonga has continued to return significant gold intersections with frequent visible gold intersections from both the Kath and Waroonga North projects. A reserve of 59,000 was declared for Waroonga North at December 31, 2016.

At New Holland, drilling focused on extending the 500 Series lode and also targeted the 600/700 Series, which is located beneath the current mine development. The drilling has confirmed that the 500 Series structure is breaking up to the north. There is potential for smaller discrete mineable blocks but the overall tenor of the lode has clearly diminished. Drilling of the 600/700 Series during fiscal 2016 failed to significantly increase these resources.

At Cinderella, several drilling campaigns were completed, initially as step-out programs, to define the extent of the resource and subsequently in-fill programs to delineate the reserve. Cinderella comprises two main lodes. Both lodes remain open to the east and to the south and potentially to the north, further extensional and infill drilling is planned in fiscal 2017 to test the extent of this mineralization.

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Detailed below are the operating and production results at Agnew/Lawlers for fiscal 2016, 2015 and 2014.

	Fiscal 2016		Fiscal 2015		Fiscal 2014
Production
Tonnes (‘000)		1,176		1,218		1,246
Recovered grade (g/t)		6.1		6.0		6.8
Gold produced (‘000 oz)		229		237		271
Results of operations
Revenues (U.S.$ million)		285.4		273.9		342.5
Operating costs (including gold inventory change but excluding amortization and depreciation) (U.S.$ million)(1)		140.5		141.4		172.6
All-in sustaining cost net of by-product revenues per ounce of gold sold (U.S.$)(1)		971		959		990
All-in costs net of by-product revenues per ounce of gold sold (U.S.$)(1)		971		959		990

Note:

(1) For a reconciliation of Gold Fields’ operating costs excluding amortization and depreciation to its AISC and AIC net of by-product revenues per ounce of gold sold for fiscal 2016, 2015 and 2014, see “Operating and Financial Review and Prospects—All-in Sustaining and All-in Cost”. AIC and AISC are calculated per ounce of gold sold, excluding gold equivalent ounces. See “Operating and Financial Review and Prospects—All-in Sustaining and All-in Cost”.

In fiscal 2016, gold production decreased by 3% to 0.23 million ounces from 0.24 million ounces in fiscal 2015, primarily due to a drop in tonnes processed. Net operating costs decreased marginally from U.S.$141.4 million in fiscal 2015 to U.S.$140.5 million in fiscal 2016. In U.S. dollar terms, total AIC increased to U.S.$971 per ounce in fiscal 2016 compared with U.S.$959 per ounce in fiscal 2015 due primarily to a reduction in ounces sold.

Assuming that Gold Fields does not increase or decrease reserves estimates at Agnew/Lawlers and that there are no changes to the current mine plan, the December 31, 2016 proven and probable reserves at 0.5 million ounces will be sufficient to maintain production at Agnew/Lawlers through fiscal 2019 (three years). However, as discussed earlier in “Risk Factors” and “Description of Mining Business—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.

Agnew/Lawlers is engaged in underground mining and is thus subject to all of the underground and surface mining risks discussed in “Risk Factors”. The primary safety risk at Waroonga is falls of ground at the underground operations, which is addressed through the use of ground support, paste filling of open stopes and sequencing of mine operations to improve overall stability of the ground. The primary safety risk at New Holland is falls of ground at the underground operations, which is addressed through the use of ground support and sequencing of mine operations to improve stability of the ground. For more information about workplace injuries at Agnew/Lawlers, see “Directors, Senior Management and Employees—Employees—Safety and Wellness—Safety Management” and “Directors, Senior Management and Employees—Employees—Safety and Wellness—TRIFR, Fatalities and Fatal Injury Frequency Rate”.

There were no strikes or material work stoppages at Agnew/Lawlers in fiscal 2016 and none to date since December 31, 2016.

Processing

All processing at Agnew/Lawlers is undertaken through a single processing facility. The following table sets forth year commissioned, processing techniques and processing capacity per month, as well as average tonnes

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milled per month and the metallurgical recovery factor during fiscal 2016 for the plant. The Lawlers Mill was placed on a care and maintenance basis after existing stockpiles were treated shortly after the acquisition was completed.

Processing Techniques

Plant	Year commissioned		Comminution phase	Treatment phase	Capacity(1)		Average milled for fiscal 2016		Approximate recovery factor for fiscal 2016(2)
					(tonnes/month)
Agnew Mill		1986	Two-stage ball milling	CIP treatment		100,000		98,000		94	%

Notes:

(1) Nameplate capacity as stated by the manufacturer. 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 per cent.

Capital Expenditure

Gold Fields spent A$94.0 million or U.S.$70.0 million on capital expenditures at Agnew/Lawlers in fiscal 2016, primarily on capital development at Waroonga and New Holland and on exploration. Gold Fields has budgeted approximately A$86.8 million, or U.S.$63.7 million, for capital expenditures at Agnew/Lawlers for fiscal 2017, primarily for exploration, ventilation at Waroonga north, the cyanide detoxification plant and the new in-pit tailings facility.

Granny Smith

Introduction

Granny Smith is located 27 kilometers southwest of the town of Laverton in the Northern Goldfields of Western Australia and is accessible via the Mt. Weld Road. Laverton has sealed road to Perth, 950 kilometers to the southwest, and Kalgoorlie, 400 kilometers to the south.

Granny Smith holds exploration licenses, prospecting licenses and mining leases covering a total area of approximately 72,236 hectares.

The operation runs on a fly-in fly-out basis with variable rosters. A well-maintained unsealed airstrip located approximately eight kilometers northeast of the camp provides air access from Perth for the majority of employees. Flights are made four days per week and the average flight time is approximately 1.5 hours.

History

The Granny Smith deposits were discovered in 1987. In 1989, mining at Granny Smith commenced in the Granny Smith pit and continued in subsequent years, with the development of a series of open pits. In 1998 the Wallaby deposit was discovered 11 kilometers southwest of Granny Smith. In November 2001, the first Wallaby ore was delivered to the mill.

The Wallaby Open Pit was mined from October 2001 until December 2006. Underground mining at Wallaby commenced in December 2005 and is ongoing. As noted above, Gold Fields acquired the mine in October 2013.

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Geology

Granny Smith is located in the Eastern Yilgarn Craton. At a regional scale, the map patterns of Laverton are dominated by the Mt. Margaret Dome in the northwest and the Kirgella Dome in the southeast. These domes are flanked to the east and west by north-northwest-striking shear zones, and the central zone between the two domes is dominated by north to north-northeast-striking sigmoidal shear zones. These distinctly different strikes to the shear zones developed early in the tectonic evolution and resulted in a favorable architecture for late-stage orogenic gold mineralization.

Mining

The Wallaby underground operation has been in operation since December 2005. Access to the Wallaby underground mine is via a portal established within the completed Wallaby open pit. The mine operation is trackless, with truck haulage from underground via the ramp to the surface. The Wallaby underground mine is currently designed to exploit six stacked mineralized lodes to a depth of 1.1 kilometers.

Two primary underground mining methods are used, with minor adjustments to suit localized geometry. Inclined room and pillar is used in areas with a moderate dip and moderate width zones, and transverse longhole stoping is used in zones which are thicker (six to 15 meters) with variable dips. Two other mining methods are used to a lesser extent. Narrow vein longhole stoping may be utilized in some areas with the benefit of reduced planned footwall dilution, and bulk longhole stoping is used in thicker zones under varying dip conditions.

In fiscal 2016, Granny Smith continued its extensive program of mine development. The mine development program advanced 6.1km of horizontal capital development to provide access to lower ore horizons at the Wallaby mine. Extensive vertical development was also undertaken to enhance ventilation to access these lower levels.

The exploration activity was on a range of activities from early stage target identification through to the definition of extensions to the Wallaby deposit. Granny Smith was again successful in extending reserves, replacing the full 323,000 oz of gold mined and adding a further 375,000 mineable ounces to it reserve.

Detailed below are the operating and production results at Granny Smith for fiscal 2016, 2015 and 2014.

	Fiscal 2016		Fiscal 2015		Fiscal 2014
Production
Tonnes (‘000)		1,446		1,451		1,472
Recovered grade (g/t)		6.1		6.5		6.7
Gold produced (‘000 oz)		284		301		315
Results of operations
Revenues (U.S.$ million)		355.8		348.4		399.8
Operating costs (excluding amortization and depreciation) (U.S.$ million)(1)		133.8		141.3		182.6
All-in sustaining cost net of by-product revenues per ounce of gold sold (U.S.$)(1)		834		764		809
All-in costs net of by-product revenues per ounce of gold sold (U.S.$)(1)		834		764		809

Note:

(1) For a reconciliation of Gold Fields’ operating costs excluding amortization and depreciation to its AISC and AIC net of by-product revenues per ounce of gold sold for fiscal 2016, 2015 and 2014, see “Operating and Financial Review and Prospects—All-in Sustaining and All-in Cost”. AIC and AISC are calculated per ounce of gold sold, excluding gold equivalent ounces. See “Operating and Financial Review and Prospects—All-in Sustaining and All-in Cost”.

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In fiscal 2016, gold production decreased by 6% to 0.28 million ounces from 0.30 million ounces in fiscal 2015, primarily due to lower grades and an increase in stockpiled ore because of the timing of the December milling campaign. Net operating costs decreased by 5% to U.S.$133.8 million from U.S.$141.3 million in fiscal 2015, primarily due to higher mining cost as a result of higher mining volumes offset by a gold-in-process credit to cost associated with the timing of milling campaigns. Total AIC in Australian dollar terms increased by 10% due to a drop in gold output and higher capital expenditures, partially offset by lower net operating costs. In U.S. dollar terms, total AIC increased to U.S.$834 per ounce in fiscal 2016 compared with U.S.$764 per ounce in fiscal 2015 as a result of lower gold sold and higher capital expenditure partially offset by lower operating costs.

Assuming that Gold Fields does not increase or decrease reserves estimates at Granny Smith and that there are no changes to the current mine plan, Granny Smith’s December 31, 2016 proven and probable reserves of 1.7 million ounces will be sufficient to maintain production through fiscal 2025. However, as discussed earlier in “Risk Factors” and “—Description of Mining Business—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.

Granny Smith is engaged in underground mining and is thus subject to all of the underground and surface mining risks discussed in “Risk Factors”. The primary safety risk at Granny Smith is falls of ground at the underground operations, which is addressed through the use of ground support, backfilling of open voids and sequencing of mine operations to improve overall stability of the ground. For more information about workplace injuries at Granny Smith, see “Directors, Senior Management and Employees—Employees—Safety and Wellness—Safety Management” and “Directors, Senior Management and Employees—Employees—Safety and Wellness—TRIFR, Fatalities and Fatal Injury Frequency Rate”.

There were no strikes and/or material work stoppages at Granny Smith in fiscal 2016 and none to date since December 31, 2016.

Processing

The Granny Smith processing plant consists of a crushing circuit, SAG and ball milling, leach and CIP circuits and a gravity tailings retreatment circuit to concentrate and fine-grind sulphide minerals, primarily pyrite, for gold recovery. As the processing plant was designed to treat much larger tonnages of open pit ore than the tonnages that the Wallaby underground mine can supply, the plant is run on a campaign basis.

The table below provides details of the Granny Smith plant, including year commissioned, processing techniques and processing capacity per month, as well as average tonnes milled per month and metallurgical recovery factors during fiscal 2016.

Processing Techniques

Plant	Year commissioned		Comminution phase	Treatment phase	Capacity(1)(2)		Average milled for fiscal 2016		Approximate recovery factor for fiscal 2016(3)
					(tonnes/month)
Granny Smith Processing Facility		1990	Crushing and SAG and Ball milling	Leaching/CIP, gravity circuit and refinery		283,000		120,000		93	%

Notes:

(1) Nameplate capacity as stated by the manufacturer. 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.

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(2) The plant has gone through a number of upgrades and re-configurations over the years and has treated ore from different sources. The throughput capacity is in excess of three million tonnes per annum, however it is currently operated on a campaign basis of up to approximately 1.5 million tonnes per annum, and is only used to treat the ore from the Wallaby underground mine.

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

Capital Expenditure

Gold Fields spent A$121.0 million, or U.S.$90.0 million, on capital expenditures at Granny Smith in fiscal 2016, primarily on capital development, exploration and the establishment of new ventilation raises. Gold Fields has budgeted approximately A$114.7 million, or U.S.$84.1 million, for capital expenditures at Granny Smith in fiscal 2017. These funds are principally earmarked for development, exploration and procurement of mining equipment.

Darlot

Introduction

Darlot is located in the Eastern Yilgarn Craton, approximately 55 kilometers southeast of Leinster and some 700 kilometers northeast of Perth in Western Australia. It holds exploration licenses, prospecting licenses and mining leases covering a total area of approximately 13,981 hectares. Darlot is currently an underground operation. The Darlot operation obtains electricity pursuant to a contract with an electricity generating contractor that expires in March 2020 and has access to water, rail, air and road infrastructure. Consumables and supplies are trucked in locally from both Perth and Kalgoorlie.

History

Gold was first discovered in the Lake Darlot region in an alluvial field in late 1894, which triggered a gold rush that lasted until 1913.

Modern exploration commenced in the late 1970s and focused on a re-evaluation of historical mining camps, and extensions and repetitions of known mineralized veins.

During August 1996, while diamond drilling a step-out program, a drill hole intersected a 33 meter section at a grade of 8.0g/t Au. This discovery drill hole for the Centenary orebody was approximately 1.2 kilometers east of the Darlot open pit. Underground development to the Centenary orebody from Darlot was initiated during December 1996 and by December 1998 stoping activities commenced. The Centenary orebody thereafter became the primary production source. Gold Fields acquired the mine in October 2013.

Geology

Darlot is located in the eastern portion of the Yilgarn Craton in Western Australia. The Yilgarn Craton is Archean-aged and comprises north-northwesterly trending greenstone belts and granitic intrusions. The Darlot Centenary deposit is located within the Mount Margaret mineral field which lies to the southern end of the Yandal Greenstone Belt.

The Centenary orebody is located approximately 1.2 kilometers east of the Darlot open pit and has been defined from approximately 150 to 700 meters below surface. Gold mineralization occurs within sub-horizontal to 20 degrees westerly dipping stacked quartz veins bounded to the west by the Oval Fault and to the east by the Lords Fault.

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Mining

The underground mine is accessed via two portals within the Darlot open pit, namely the Centenary and Millennium declines. A third decline named Federation with access to the underground mine is accessed from the Centenary decline. The mine is sub-divided into two mining areas, the Darlot lodes and Centenary orebody. The former is the down-dip extension of lodes, mined in the pit whereas the latter is located approximately 1.2 kilometers from the open pit. The Darlot lodes and Centenary orebody are further sub-divided into various lodes and mining areas. A number of laddered raises connect levels to a fresh air base and declines. Decline and lateral development is by electro-hydraulic twin boom jumbos. Ore is transported to the processing plant by haul trucks operating through the two declines. Gold production takes place at Darlot solely from underground operations.

Sustained mining and extensions to the underground Lords South Lower, or LSL, area were achieved in fiscal 2016. During fiscal 2016, Darlot also started a decline to the Oval ore body which will become the primary ore source in fiscal 2017. This capital was funded from cash generated during the year.

In fiscal 2016, the continued focus remained on supporting self-funded integrated exploration programs to replace production depletion and to extend the LoM for Darlot. During the year, surface and underground exploration processes and methodologies were reviewed and a number of new exploration strategies and applications were initiated. In late fiscal 2016, work commenced on the development and construction of an integrated three dimensional structural model for the mine and regional tenement area. The survey within a one kilometer radius of the existing mine will generate a three dimensional seismic cube to map out all potential structures and develop potential targets that could be accessed from the existing infrastructure. The survey is expected to be fully complete and interpreted by the end of March 2017.

Detailed below are the operating and production results at Darlot for fiscal 2016, 2015 and 2014.

	Fiscal 2016		Fiscal 2015		Fiscal 2014
Production
Tonnes (‘000)		454		457		525
Recovered grade (g/t)		4.6		5.3		5.0
Gold produced (‘000 oz)		66		78		84
Results of operations
Revenues (U.S.$ million)		83.1		91.3		106.2
Operating costs (including gold inventory change but excluding amortization and depreciation) (U.S.$ million)(1)		57.7		59.2		83.6
All-in sustaining cost net of by-product revenues per ounce of gold sold (U.S.$)(1)		1,238		1,057		1,222
All-in costs net of by-product revenues per ounce of gold sold (U.S.$)(1)		1,238		1,057		1,222

Note:

(1) For a reconciliation of Gold Fields’ operating costs excluding amortization and depreciation to its AISC and AIC net of by-product revenues per ounce of gold sold for fiscal 2016, 2015 and 2014, see “Operating and Financial Review and Prospects—All-in Sustaining and All-in Cost”. AIC and AISC are calculated per ounce of gold sold, excluding gold equivalent ounces. See “Operating and Financial Review and Prospects—All-in Sustaining and All-in Cost”.

In fiscal 2016, gold production decreased by 15% to 0.07 million ounces from 0.08 million ounces in fiscal 2015, due to lower grades mined. Net operating costs decreased by 3% in 2016 to U.S.$57.7 million from U.S.$59.2 million in fiscal 2015 due to cost reductions in mining activities. Total AIC in Australian dollar terms increased by 18% due to lower gold output and higher capital expenditures, partially offset by lower operating costs. In U.S. dollar terms, total AIC increased to U.S.$1,238 per ounce in fiscal 2016 compared with U.S.$1,057 per ounce in fiscal 2015, due to lower gold sold and higher capital expenditures partially offset by lower operating costs.

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Assuming that Gold Fields does not increase or decrease reserves estimates at Darlot and that there are no changes to the current mine plan, Darlot’s December 31, 2016 proven and probable reserves of 0.06 million ounces will be sufficient to continue decreasing levels of production through early to mid-fiscal 2018. Without additional conversion or discovery, the production levels are however expected to decline over time. As discussed earlier in “Risk Factors” and “—Description of Mining Business—Mine Planning and Management”, there are numerous factors which can affect reserve estimates and the mine plan.

Darlot is engaged in underground mining and is thus subject to all of the underground mining risks discussed in “Risk Factors”. The primary safety risk at Darlot is falls of ground at the underground operations, which is addressed through the use of ground support and sequencing of mine operations to improve overall stability of the ground. For more information about workplace injuries at Darlot, see “Directors, Senior Management and Employees—Employees—Safety and Wellness—Safety Management” and “Directors, Senior Management and Employees—Employees—Safety and Wellness—TRIFR, Fatalities and Fatal Injury Frequency Rate”.

There were no strikes or material work stoppages at Darlot in fiscal 2016 and none to date since December 31, 2016.

Processing

Darlot has a mill that treats primary ore. The table below sets forth year commissioned, processing techniques and processing capacity per month, as well as average tonnes milled per month and metallurgical recovery factors during fiscal 2016, for the plant at Darlot.

Processing Techniques

Plant	Year commissioned		Comminution phase	Treatment phase	Capacity(1)		Average milled for fiscal 2016		Approximate recovery factor for fiscal 2016(2)
					(tonnes/month)
Darlot Mill		1988	Three stage crushing and two stage ball mills	CIL		64,000		38,000		95	%

Notes:

(1) Nameplate capacity as stated by the manufacturer. 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.

Capital Expenditure

Gold Fields spent A$28.7 million, or U.S.$21.4 million, on capital expenditures at Darlot in fiscal 2016, primarily on exploration and capital development. Gold Fields has budgeted approximately A$11.8 million, or U.S.$8.4 million, for capital expenditures at Darlot in fiscal 2017. These funds are principally earmarked for capital development and exploration.

Americas Operations

Prior to fiscal 2013, Gold Fields owned a 98.5% economic interest in the Cerro Corona mine through its shareholding in La Cima. Gold Fields increased its economic interest in La Cima to 99.53% through a reduction in capital carried out in December 2013.

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Cerro Corona

Introduction

The Cerro Corona mine became operational by the end of the third quarter of fiscal 2008. It forms part of a porphyry copper-gold deposit situated within the Hualgayoc Mining District in northern Peru. It is located in the highest part of the Western Cordillera of the Andes, in northern Peru, close to the headwaters of the Atlantic continental basin. Cerro Corona is located approximately 80 kilometers by road north of the City of Cajamarca. La Cima holds mining concessions covering a total area of approximately 4,400 hectares and Cerro Corona is being developed over an area of approximately 1,300 hectares of superficial land (the rights to which are held by Gold Fields). Cerro Corona’s electricity is supplied through a long-term contract with a Peruvian power supplier and transported through the national power transmission system and a 34 kilometer transmission line constructed by the project. Cerro Corona’s water requirements are provided primarily by retention of rainfall and pit dewatering; water is continuously recycled.

History

In December 2003, Gold Fields, through a subsidiary, signed a definitive agreement to purchase an 80.7% economic and 92% voting interest in the Cerro Corona mine from a Peruvian family-owned company, Sociedad Minera Corona S.A. The agreement called for a reorganization whereby the assets of Cerro Corona were transferred to La Cima, in July 2004. Following the approval of an environmental impact assessment, or EIA, on December 2, 2005, Gold Fields completed the purchase of the 92% voting interest (80.7% economic interest) in La Cima in January 2006, for a total consideration of U.S.$40.5 million. La Cima subsequently obtained all requisite additional permits to construct the mine. Construction commenced in May 2006.

Geology

The Cerro Corona gold-copper deposit is hosted by a 600- to 700-meter diameter sub-vertical cylindrical-shaped quartz diorite porphyry stock emplaced into mid-Cretaceous limestone and marls and siliclastic rocks. Within the porphyry, gold-copper mineralization is primarily hosted by extensive zones of stockwork veining. There are at least two phases of diorite placement, only one of which is mineralized. The non-mineralized diorite is generally regarded as the last phase, and is referred to as “barren core.” The latest re-modeling suggests that the Cerro Corona porphyry is probably composed of four or five satellite stocks with the last two being barren. The intrusive has been emplaced at the intersection of Andean-parallel and Andeannormal (transandean) structures. Supergene oxidation and leaching processes at Cerro Corona have led to the development of a weak to moderate copper enrichment blanket, allowing for the subdivision of the deposit, from the surface downward, into an oxide zone, a mixed oxide-sulphide zone, a secondary enriched (supergene) sulphide zone and a primary (hypogene) sulphide zone.

Mining

The Cerro Corona deposit is mined by conventional, bulk surface mining methods. The Cerro Corona operation involves a single surface mine. This ore is treated in a conventional milling and sulphide flotation concentrator capable of treating 6.7 million tonnes per annum of ore and producing between 100,000 and 150,000 tonnes per annum of concentrate containing copper and gold, which is treated mainly at smelters in Japan and Germany.

The single largest contractor employer is San Martin Contratistas Generales S.A., or San Martin. San Martin carries out all mining activities. All mine planning, excavation and head grade and engineering specifications to meet the required design performance through the life of mine are directly managed by La Cima personnel. Other contractors provide camp administration and catering, security, safety and laboratory operations. In addition, approximately 500 temporary contractors are involved in the construction of the tailings facility.

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A pre-feasibility study has been completed to determine if the prevailing tailings storage facility constraint on Cerro Corona’s mineral reserves could be lifted and allow for the placement of additional tailings material over the life of mine. The study builds on previous work by incorporating the latest design updates for the tailings storage facility, including optimization of the mine in the potential expanded case, as well as the assessment of additional new opportunities. In fiscal 2016, additional studies were completed (including a study for the possibility to increase the level of the tailings dam), and final assessment of the available opportunities and the preferred case is planned for fiscal 2017.

The option to process both oxide stockpiles and sulphide ore through the current sulphide plant in conjunction with each other is under review. During fiscal 2016, a number of studies with respect to treating the oxide stockpiles were conducted, including the completion of the flotation test work and leaching in tanks.

In fiscal 2014, Gold Fields extended its electricity supply agreement with private utility Kallpa Generacion S.A. to supply power to the mine until 2027.

Detailed below are the operating and production results at Cerro Corona in fiscal 2016, 2015 and 2014.

	Fiscal 2016		Fiscal 2015		Fiscal 2014
Production
Tonnes (‘000)		6,977		6,710		6,797
Gold Head grade (g/t)		1.03		1.07		1.06
Copper Head grade (%)		0.53		0.52		0.58
Combined yield (g/t)		1.2		1.4		1.5
Gold produced (‘000 oz)		150		159		151
Copper produced (‘000 tonnes)		31		29		32	(1)
Gold equivalent ounces (‘000 eq oz)		270		296		327
Results of operations
Revenues (U.S.$ million)		322.3		292.2		375.5
Operating costs (including gold inventory change but excluding amortization and depreciation) (U.S.$ million)(2)		139.9		144.8		159.7
All-in sustaining cost net of by-product revenue per ounce of gold sold (U.S.$)(2)		499		718		316
All-in costs net of by-product revenue per ounce of gold sold (U.S.$)(2)		499		718		316
All-in sustaining cost gross of by-product revenue per equivalent ounce of gold sold (U.S.$)(2)		762		777		702
All-in costs gross of by-product revenue per equivalent ounce of gold sold (U.S.$)(2)		762		777		702

Notes:

(1) Equates to 136,700 ounces on a gold equivalent basis at a price of U.S.$1,163 per ounce of gold and U.S.$5,533 per tonnes of copper.

(2) For a reconciliation of Gold Fields’ operating costs excluding amortization and depreciation to its AISC and AIC net of by-product revenues per ounce of gold sold for fiscal 2016, 2015 and 2014, see “Operating and Financial Review and Prospects—All-in Sustaining and All-in Cost”.

In fiscal 2016, total managed gold equivalent production decreased by 9% to 0.27 million equivalent ounces from 0.30 million equivalent ounces in fiscal 2015, mainly as a result of the lower gold-copper price ratio, lower gold head grades treated and reduced gold recoveries. Net operating costs decreased by 3% to U.S.$140.0 million from U.S.$145.0 million in fiscal 2015, mainly due to a U.S.$3.8 million buildup of concentrate inventory in fiscal 2016 compared to a U.S.$1.0 million drawdown in fiscal 2015. AISC and AIC amounted to U.S.$499 per ounce in fiscal 2016 compared with U.S.$718 per ounce in fiscal 2015 due to higher by-product credits and lower capital expenditure, partially offset by the drop in gold sold. AISC and AIC, on a gold equivalent basis, totaled

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U.S.$762 per ounce in fiscal 2016 compared with U.S.$777 per ounce in fiscal 2015 due to higher by-product credits and lower capital expenditure, partially offset by the drop in gold sold.

Assuming that Gold Fields does not increase or decrease reserve estimates at Cerro Corona and that there are no changes to the current mine plan, Cerro Corona’s December 31, 2016 proven and probable reserves of 1.30 million ounces of gold and 456 million pounds of copper (of which, 1.30 million ounces of gold and 454 million pounds of copper are attributable to Gold Fields, with the remainder attributable to non-controlling shareholders at La Cima) will be sufficient to maintain production through fiscal 2023 (seven years). However, as discussed earlier in “Risk Factors” and “—Description of Mining Business—Mine Planning and Management”, there are numerous factors that can affect reserve estimates and the mine plan, which could thus materially change the life of mine.

The Cerro Corona mine involves open pit mining, and is thus subject to all of the risks associated with open pit mining discussed in “Risk Factors”. For more information about workplace injuries at Cerro Corona, see “Directors, Senior Management and Employees—Employees—Safety and Wellness—Safety Management” and “Directors, Senior Management and Employees—Employees—Safety and Wellness—TRIFR, Fatalities and Fatal Injury Frequency Rate”.

Cerro Corona experienced no work stoppages in fiscal 2016 and has experienced none to date since December 31, 2016.

Processing

The following table sets forth year commissioned, processing techniques and processing capacity per month, for the processing plant at Cerro Corona:

Processing Techniques

Plant	Year commissioned		Comminution phase	Treatment phase	Capacity(1)		Average milled for fiscal  2016		Approximate recovery factor for fiscal 2016(2)
					(tonnes/month)
Main Plant		2008	SAG/ball milling	Conventional sulphide floatation circuit		560,000		581,000		Gold 64.5% Copper 86.57

Notes:

(1) Nameplate capacity as designed. 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.

Capital Expenditure

Gold Fields spent U.S.$42.8 million on capital expenditures at Cerro Corona in fiscal 2016, primarily on tailing dam storage and waste storage construction. Gold Fields has budgeted approximately U.S.$52.9 million for capital expenditures at Cerro Corona for fiscal 2017, primarily on the tailings storage facility and the water treatment plant for tailings water.

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Projects

Arctic Platinum Project

APP is located approximately 60 kilometers south of the city of Rovaniemi in northern Finland. APP is assessing a number of potential surface mineable platinum group elements plus copper and nickel deposits located within the Portimo and Narkaus mafic layered intrusions. The principal prospects under consideration occur within the Suhanko Project area, comprising of the Konttijarvi, Ahmavaara, and Suhanko North deposits. APP has been earmarked for disposal due to the focus of the Group’s strategy on gold deposits, following the dissolution of the Group’s GIP division in fiscal 2013. Pending the sale, Gold Fields has reduced the APP’s utilization of cash resources. Management of the APP has been transferred from the West Africa region to the corporate development department at Gold Fields’ corporate office, pending sale.

Gruyere, Western Australia

In December 2016, Gold Fields entered into a 50:50 unincorporated joint venture with Australian miner Gold Road for the development and operation of the Gruyere Gold Project in Western Australia, one of the country’s largest undeveloped gold projects. It comprises the Gruyere gold deposit and 144 km² of exploration tenure.

Gruyere is a large shear hosted porphyry gold deposit, with reserves of 3.5Moz. It is located in Australia’s newest goldfield, the Yamarna Belt, 200 kilometers east of Laverton in Western Australia, where our Granny Smith mine is located.

Gold Fields acquired a 50% interest in the Gruyere Gold Project for a total purchase consideration of A$350 million (U.S.$259 million) and a 1.5% royalty on Gold Fields’ share of production when total mine production exceeds 2Moz. The cash consideration will be split, with A$250 million paid on completion of the transaction and A$100 million payable according to an agreed construction cash call schedule. Gold Fields is funding the deal through existing cash resources and banking facilities in Australia.

The feasibility study for the Gruyere Gold Project, which was completed in October 2016 by Gold Road, indicated that the Gruyere Gold Project’s current reserves will support average annualized production of 270,000 oz for a 13-year LoM. AISC over the LoM are expected to be A$945 per ounce (U.S.$690 per ounce) and AIC are expected to be A$1,103 per ounce (U.S.$805 per ounce), with un-escalated construction capital expenditure estimated at A$507 million (U.S.$385 million).

First production from the Gruyere Gold Project is expected at the end of fiscal 2018 or early fiscal 2019. Gold Fields took over management of the project in February 2017. The Gruyere Gold Project will comprise an open pit mining operation utilizing conventional drill, blast, load and haul activities with a process plant and associated infrastructure including an accommodation village, power station, gas pipeline and sealed airstrip. The power station and gas pipeline are contracted out as part of a build own and operated strategy and the capital cost is excluded from construction capital expenditure. The process plant will be a conventional gravity and carbon-in-leach plant.

The joint venture will continue to explore for similar-scale deposits near the Gruyere Gold Project and has budgeted A$11m (U.S.$8 million) comprising of 57,000m of drilling for this exploration program during fiscal 2017.

The required environmental and regulatory approvals have been received from the Western Australian government.

The Gruyere Gold Project’s tenements are subject to the native title rights of the local indigenous population. In May 2016, Gold Road concluded a native title agreement with the registered claim group, the Yilka and Cosmo Newberry Aboriginal Corporation, or CNAC. This agreement provides access to the area, subject to the provision of financial, contracting and employment benefits to the Yilka and CNAC. This

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agreement has been assigned to Gold Fields. On June 29, 2016, the Federal Court of Australia determined the registered Yilka native title claim group and the unregistered Sullivan and Edwards native title claim group were entitled to hold native title together. The final form of the determination is yet to be settled.

Far Southeast, Philippines

The Far Southeast project, or FSE, is a proposed underground mine, which is approximately 250km north of Manila. The project is held by FSE Gold Resources, or FSGRI, in which Gold Fields has a 40% interest, with an option to increase its stake to 60%, and is adjacent to an existing mining operation with established infrastructure. Lepanto Consolidated Mining Company, or LCMC, of the Philippines holds the remaining 60% interest and manages the existing LCMC mining operation. Gold Fields has partially impaired its investment in FSE to U.S.$129 million in fiscal 2015, as determined by an evaluation of LCMC’s market value on the Philippine Stock Exchange.

For Gold Fields to obtain a further 20% interest in the project, a Financial or Technical Assistance Agreement, or FTAA, is required from the Philippine government, and is dependent on obtaining the Free, Prior and Informed Consent, or FPIC, of the local Kankana-ey indigenous people. A further condition is the renewal for a further 25 years of the mineral production sharing agreement, or the Mineral Production Sharing Agreement, in which most of the FSE deposit occurs. The legal process for renewal is pending resolution. The application for a FTAA was denied by the Mines and Geo-Sciences Bureau, or MGB, in November 2015. FSGRI filed a motion for reconsideration with the MGB to reinstate the FTAA application but this motion remains pending. The application for Certification Precondition from the National Commission on Indigenous People, or NCIP, which will complete the FPIC process, also remains under consideration by the NCIP.

Amid the legal and administrative delays, the holding costs of this project have been reduced to approximately U.S.$210,000 per month, related mainly to environmental baseline monitoring, community engagement work as well as activities to support the permitting process. Further material development of the project will be dependent on the renewal of the Mineral Production Sharing Agreement and Gold Fields obtaining majority ownership of the project.

The project’s copper-gold porphyry is a deeply concealed deposit associated with a Pleistocene diorite-dacite intrusion complex intruded into Eocene basaltic country rocks. The mineralization is mostly hosted in the intrusion complex and to a lesser extent the basaltic country rocks and is characterized by disseminated sulphides and multi-phase sulphide-bearing quartz and quartz-anhydrite vein sets and stockworks. No exploration or additional conceptual mine design studies were conducted on the project during fiscal 2016.

There is no reserve reported for the project but the resource was reported inside a mining constraint, which assumed an eventual non-selective, bulk underground mining method. The lower confidence classification for the resource was applied based on drill hole spacing, estimation quality, geological continuity and geological understanding of the deposit in early 2012, supported by a view on reasonable prospects for eventual economic extraction. The resource has a lower relative confidence and cannot therefore be converted to a mineral reserve at this stage.

Salares Norte, Chile

The Salares Norte project is 100% owned by Gold Fields and is focused on a gold-silver deposit in the Atacama region of northern Chile. Mineralization is contained within a high-sulphidation epithermal system, offering high-grade oxides. The project is located within a core 1,800ha concession area. Gold Fields has an option to purchase one adjoining concession that would add a further 1,200ha.

The Group spent U.S.$39 million on pre-feasibility study work and further drilling in fiscal 2016, following on the U.S.$17 million spent in fiscal 2015. Almost 100km of drilling has been completed to date. The Group has budgeted U.S.$64 million for further drilling and studies in fiscal 2017 with a decision on whether the project should progress to feasibility status expected by the second half of fiscal 2017.

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In December 2016, Gold Fields updated the project’s resources for the Brecha Principal area (at pre-feasibility status) as well as the nearby Agua Amarga deposit (scoping study status). Preliminary indications suggest Salares Norte could be an open pit mine, while metallurgical test work suggests that hybrid carbon-in-leach processing could deliver recovery rates of around 90% for gold. On completion and review of the PFS work for Agua Amarga, the project will be in a position to assess the viability of reporting a maiden reserve for Agua Amarga and the Brecha Principal.

Importantly, a land easement for 30 years and water rights for the project were both granted in December 2016.

Salares Norte is also developing the environmental and social baseline to support the project schedule as part of its EIA. The environmental work comprises biological and bio-diversity studies, including the protection of the endangered short-tailed chinchilla in the area. Biological consultants are currently in the process of gathering data on the chinchilla to determine their movement and behavior. Once the research has been completed, which is expected in the fourth quarter of fiscal 2017, Salares Norte will present the Chile’s Ministry of Environment with options on how to protect the chinchilla, including possible relocation to a protected area within the concession. The research work undertaken at Salares Norte will also be used to inform a nationwide study on the conservation and management of the species.

The social baseline at Salares Norte has been expanded. While there are no indigenous claims or presence on the concession or the dedicated access routes, Salares Norte has embarked on an extensive engagement program with impacted communities, including investments in community projects.

Insurance

Gold Fields has insurance policies to protect against catastrophic events which could have significant adverse effects on its operations and profitability, subject to the availability and cost of such insurance. Gold Fields maintains its philosophy of placing coverage with secure underwriters that offer programs to suit Gold Fields’ specific needs.

Gold Fields has global insurance policies covering general liability, accidental loss or material damage to its property, business interruption in the form of fixed operating costs or standing charges and other losses. Gold Fields does not insure all potential losses associated with its operations as some insurance premiums are prohibitively expensive, some risks are considered too remote to insure and some types of insurance cover are not available. For example, Gold Fields insurance policies do not cover loss of profits. Should an event occur for which there is no or limited insurance cover, this could affect Gold Fields’ cash flows and profitability.

Management believes that the scope and amount of insurance coverage is adequate, taking into account the probability and potential severity of each identified risk. Gold Fields’ insurance coverage is consistent with customary practice for a gold mining company of its size with multinational operations. See “Risk Factors—Gold Fields’ insurance coverage may not adequately satisfy all potential claims in the future”.

The Gold Mining Industry

Background

Gold is a dense, relatively soft and rare precious metal which occurs in natural form as nuggets or grains in ore, underground veins and alluvial deposits. Gold mining operations include both underground and open pit operations with gold currently able to be commercially extracted from ore grades in amounts as low as 0.5 grams/metric tonne (open pit). The majority of gold production is used for jewelry production and for investment purposes, in the latter case because some investors view it as a store of value against inflation. In addition, certain physical properties of gold, including its malleability, ductility, electric conductivity, resistance to corrosion and reflectivity, make it the metal of choice in a number of industrial applications.

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Global Markets

Demand

The two main categories of demand for gold are fabrication (primarily jewelry) and investment (private and governmental). Gold demand over the last few years has been mainly driven by China and India, which accounted for 60% of the total global demand in 2016, 2015 and 2014. The price of gold has fallen by around 19% between 2011 and 2016. Since 2015, it has recovered somewhat and at April 3, 2017 the price of gold was U.S.$1,247 per ounce. More than any other variable, the gold price is the key dynamic informing Gold Fields’ business strategy and the volatility of the price over the past few years has been one of the key reasons for the strategic restructuring undertaken by the Company.

Much of the traditional investor case for gold as a safe haven has come under pressure over the past four years. In 2012, investor demand eased as it became apparent that many of the feared economic worst-case scenarios were unlikely to materialize. The gold price subsequently fell, as the equity and real estate markets started to offer stronger returns. As a result, many investors sold their physical gold holdings in 2013 and 2014, resulting in a sharp drop in the gold price.

Nevertheless, the gold price continues to defy most analysts’ projections. Amid Brexit and the outcome of the US presidential election, to name just two events that contributed to political and economic uncertainty in 2016, the gold price should have been significantly higher than it is today. This has not been the case. Furthermore, equity markets, particularly in the U.S., are at record high-levels amid rising U.S. interest rates and expected tax reductions, detracting investors from gold. Gold Field expects that the performance of gold in 2017 is likely to be undermined by continued inflows into equity markets and further US interest rate hikes. Gold Fields is thus planning its business for 2017 on the assumption of a U.S.$1,100 per ounce gold price.

Our longer-term outlook, however, is more optimistic. While gold prices in the short term will be largely dictated by macro events, in the longer-term supply and demand fundamentals cannot be ignored. On the supply side, research we have undertaken indicates that primary gold supply is close to a peak and likely to decline in the years to come. This is largely due to the cut in exploration spending as well as the dearth of new mines being built. This is exacerbated by declines in grades and increasing depth and complexity of ore bodies being mined.

The gold price recovered in 2016 by 8.3% from 2015 year-on-year amid fears of an interest rate hike in the United States and increased global political uncertainty. On balance, the negative supply and demand trends have seen the average gold price received by Gold Fields decline to U.S.$1,241 per ounce in 2016 from a high of U.S.$1,656 per ounce in 2012.

While much of the gold price’s short-term movements are the result of market sentiment, the longer-term movements remain underpinned by supply and demand fundamentals. Based on these fundamentals, management believes that the gold price will improve over the next few years though it will undoubtedly experience more short-term volatility.

According to the WGC, gold demand was little changed from last year, increasing from 4,216 tonnes in 2015 to 4,309 tonnes in 2016.

Demand in India and China, while significantly down on its highs over the last five years, should remain strong given economic growth in these countries, rising urbanization and traditional affinity towards gold in those countries. Central banks continue to buy and it appears that most of the central banks who were looking to sell gold have already done so.

In the longer term, management believes that key demand fundamentals will assert themselves due to:

• A continued build-up of gold reserves by the world’s central banks (or, at least, maintaining their current holdings) amid economic and political uncertainty and reserve diversification away from the U.S. dollar.

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Net purchases by central banks and other official institutions totaled 384 tonnes in 2016, a pronounced decline from the purchases of around 600 tonnes per annum for each of the preceding three years; and

• The continued need for a safe haven asset in times of economic and political uncertainty. Though this may not have been as prevalent a factor over the past five years as previously used to be the case, the gold price’s more recent recovery to levels of around U.S.$1,250 per ounce has been driven amid investor uncertainty in global stock markets.

These factors bode well for the future of gold and Gold Fields expects to see a strong gold price in the next five years. While some have questioned the continued safe-haven status of gold in times of political and economic uncertainty, we believe that the longer-term effects of the current geo-political turmoil will eventually work their way through to a firmer gold price. Investors will continue to diversify some of their risk into gold, both as a hedge against inflation and flat currencies.

Supply

Supply of gold consists of new production from mining, the recycling of gold scrap and releases from existing stocks of bullion. Mine production represents the most important source of supply. Management believes that long-term gold supply issues will act to support a recovery in the gold price. According to the WGC, total gold supply declined by 11% in the fourth quarter of 2016, due to an estimated 4.6% drop in global mine output, the largest quarterly reduction since 2008. Total mine production for 2016 at 3,236 tonnes was flat compared to 2015 production, its slowest annual increase since 2008.

This trend is set to continue. The Gold Fields Mineral Services Ltd. consultancy predicts a further drop in mine production in 2016, due to lower production at more mature mines, a decline in average grades at most gold operations and a lack of new mines coming on stream. Many analysts believe peak mine production was reached in 2015, coinciding with a high in gold discoveries in the mid-1990s and assuming an average 20-year development cycle. Goldman Sachs has stated that there may be only 20 years of known mineable reserves of gold left.

Price

The market for gold is relatively liquid compared to other commodity markets, with London being the world’s largest gold trading market. Gold is also actively traded via futures and forward contracts. The price of gold has historically been significantly affected by macroeconomic factors, such as inflation, exchange rates, reserves policy and by global political and economic events, rather than simple supply/demand dynamics. Gold is often purchased as a store of value in periods of price inflation and weakening currency. The price of gold has historically been less volatile than that of most other commodities. In 2015, the price of gold fell by 10% but recovered by 8.5% in 2016. The closing gold price on December 31, 2016 was U.S.$1,130 per ounce. In 2016, the spot gold price was as high as U.S.$1,365 and as low as U.S.$1,060.

Top Producers

Based on fiscal 2016 production, the first, second, third and fourth largest gold producers in the world were Barrick, Newmont, AngloGold Ashanti and Goldcorp, respectively. According to publicly available sources, at December 31, 2016, Barrick had 13 operations in eleven countries, Newmont had 15 operations in five countries, AngloGold Ashanti had 17 operations in nine countries and Goldcorp had 12 operations in six countries. In fiscal 2016, Gold Fields was the seventh largest gold producer in the world.

Performance and Outlook

During the past year Gold Fields undertook an analysis of the performance of the top gold producers in the Industry over the past four years. On the whole the industry has responded well to the reduction in the gold price since 2012 and has brought back the focus to profitability and cash flow. As a consequence, margins have improved and balance sheets have been de-risked.

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However, we need to be careful to declare a complete victory as external factors, like lower exchange rates against the US dollar and lower oil prices, have helped significantly. Also there is a suspicion that sustaining capital may have been cut, the effects of which will be realized later. Much the same happened in the early 2000’s after the gold price recovered from U.S.$250/oz.

Furthermore, many companies will have some concerns about their future production profiles given the large cut-backs in both exploration and project expenditures, and will be looking to fill these potential gaps over the next year or two. Mergers and acquisitions have as a result become more competitive and are the reason why high premiums are being paid for good assets in production.

Gold companies have done as well as they can be expected to in terms of reducing their costs, and there is a greater probability of costs rising from here onwards. This could be exacerbated if there is an overall mining recovery and we revert back to annual mining cost inflation of between 8-10%, as it was a few years back. Should that happen, further rationalization in the industry, with all the concurrent job losses, would then be inevitable. It is thus imperative that we learn the lessons from the past and be cautious about expanding by taking on more debt as we did previously. Debt has a role, but capital allocation must be disciplined if debt is taken on board. The industry’s work is not yet done.

Guidance for 2017

Gold Fields’ strategic review for fiscal 2017 takes into account a largely unchanged gold price and our budgets have been built around an anticipated average price of U.S.$1,100/oz – the same we used during fiscal 2016. The investment in our business is a priority for fiscal 2017, which includes U.S.$20 million for South Deep, U.S.$120 million for Damang, U.S.$112 million for Gruyere and U.S.$64 million for Salares Norte. As a result, our AIC cost guidance for fiscal 2017 is U.S.$1,170/oz – U.S.$1,190/oz compared to U.S.$1,006/oz in fiscal 2016. The guidance for AISC is U.S.$1,010/oz – U.S.$1,030/oz compared to U.S.$980/oz in fiscal 2016.

Capital expenditure for the year is forecast to rise to U.S.$869 million (fiscal 2016: U.S.$650 million) as a result of our significant investment in Salares Norte, Gruyere, Damang and South Deep. Our production guidance for the year is 2.10 – 2.15 million attributable ounces, compared with the 2.15 million attributable ounces achieved in fiscal 2016. Notable contributions for fiscal 2017 are:

• Further rise in production at South Deep from 290,000 oz in fiscal 2016 to 315,000 oz;

• A decline in Damang’s production to 120,000 oz from 148,000 oz in fiscal 2016;

• Stable production profiles at Tarkwa and our remaining three Australian mines; and

• A rise in gold-equivalent production at Cerro Corona from 270,000 oz in fiscal 2016 to 290,000 oz in fiscal 2017 due to expectations of higher copper prices.

Environmental and Regulatory Matters

South Africa

Environmental

Gold Fields’ South African operations are subject to various laws relevant to its activities that relate to the protection of the environment. South Africa’s Constitution grants the people of South Africa the right to an environment that is not harmful to human health or wellbeing and to the protection of that environment for the benefit of present and future generations through reasonable legislative and other measures. The South African Constitution and the National Environmental Management Act, No. 107 of 1998, or NEMA, as well as various other related pieces of legislation enacted, grant legal standing to a wide range of interest groups to bring legal proceedings to enforce their environmental rights, which are enforceable against private entities as well as the South African government.

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South African environmental legislation commonly requires businesses whose operations may have an impact on the environment to obtain permits, authorizations and other approvals for those operations. The applicable environmental legislation also imposes general compliance requirements and incorporates the “polluter pays” principle. On September 2, 2014, a number of amendments to the environmental laws were published. Such amendments were aimed at, among other things, resolving the problem of fragmented regulation of the mining industry, by creating what is known as the “One Environmental System”. Although the amendments were published on September 2, 2014, some of them only became effective on December 8, 2014. Prior to these amendments, there was debate as to whether an environmental authorization was required for mining operations if a mining entity had an environmental management plan/program, or EMP, approved by the DMR. This debate was settled by the amendments to the environmental laws, which have made it clear that in terms of the “One Environmental System”, as of December 8, 2014, environmental authorizations are required for prospecting/mining operations and related activities, in addition to an EMP. The DMR is now the competent authority to grant environmental authorizations under NEMA. However, the competent officials at the DEA remain the appellate authority. Directors may be held liable under provisions of the NEMA for any environmental degradation and/or the remediation thereof.

The Minerals and Petroleum Resources Development Amendment Bill was published on December 27, 2012 for public comment. A second version of this Bill was published in June 2013 and although the parliamentary process is complete, the Bill has yet to be published as an Amendment Act as the President has referred it back to parliament because in his view, certain of its provisions were not in accordance with the Constitution of South Africa. See “—Mineral Rights”. This Bill contains further proposed amendments to allow for a smooth transition to the “One Environmental System”. Another proposed amendment to the MPRDA is for the holder of a mining right, previous holder of an old order right, or previous owner of works that has ceased to exist to remain liable for any latent or residual environmental liability, pollution, ecological degradation, the pumping and treatment of extraneous water which may become known in the future, notwithstanding the issuance of a closure certificate in terms of the MPRDA. The NEMA has been amended to provide that every holder, holder of an old order right or owner of works will remain responsible for any environmental liability, pollution or ecological degradation, the pumping and treatment of polluted or extraneous water and the management and sustainable closure thereof, notwithstanding the issuing of a closure certificate.

South African mining companies are required by law to undertake rehabilitation work as part of their ongoing operations in accordance with an approved EMP, which supports a mine closure plan. Gold Fields funds these environmental rehabilitation costs as part of its operating cash flows, and its long-term closure costs are funded by making cash contributions into an environmental trust fund with the difference between the closure provision made to date and the final closure cost estimate funded through insurance guarantees. These costs are collectively referred to as the “financial provision”. During fiscal 2016, South Deep also conducted an independent compliance audit with the EMP and the associated audit report was submitted to the DMR on April 25, 2016. Regulations Pertaining to the Financial Provision for Prospecting, Exploration, Mining or Production Operations, which were published in terms of NEMA on November 20, 2015, or the Financial Provision Regulations, were debated by the Chamber and the respective government departments during fiscal 2016 and negotiations were ongoing in early fiscal 2017. These regulations apply to holders of converted old order mining rights and require such holders to “review and align” their approved financial provision by undertaking a review of the provisioning in accordance with the Financial Provision Regulations by February 2019. A key challenge the regulations pose in their current form (to the industry as a whole) is the potential for duplicate funding in that mining companies will continue to fund on-going rehabilitation activities through operating costs but will also provide for on-going concurrent rehabilitation and environmental management costs in the financial provision fund. Further, permit holders, after November 20, 2015, will no longer use “trust funds” as vehicles for financial provision for annual rehabilitation, final rehabilitation, decommissioning and closure. Holders who made use of a trust fund as a financial provision vehicle to obtain environmental authorization would need, in the next annual review and adjustment, to amend any trust fund and update as required by the regulations to get a mining or prospecting right. Also, given the wording of the existing and draft trust deed, it might not be possible to withdraw the excess funds from the trust to be used for financial guarantees. These regulations provide for an interim period to comply which expires in February 2019.

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In line with the achievement of the “One Environmental System”, the National Water Act, No. 36 of 1998, or the NWA, was also amended. Due to the past delays surrounding the processing of water use licenses, the NWA now requires the Minister of Water and Sanitation to align and integrate the process for consideration of a water use license with the timeframes and processes additional to applications for prospecting and mining rights under the MPRDA, as well as environmental authorizations of the NEMA. Another amendment to the NWA is the insertion of a provision to the effect that a person aggrieved in regard to a decision made on an application for a water use license (particularly for prospecting or mining) can appeal directly to the Minister of Water and Sanitation.

Further, under the NWA, all water in the hydrological cycle is under the custodianship of the South African government held in trust for the people of South Africa and water users have been required to re-register their water uses under the NWA. In addition, the NWA governs waste and waste water discharges that may affect a water resource. The South African government uses various policy instruments and mechanisms, such as the water use license regime and the proposed waste discharge charge system, to ensure compliance with prescribed standards and water management practices according to the user pays and polluter pays principles, and to shift some of the treatment and clean-up cost back to the polluters. Gold Fields continues to use all reasonable and practical measures to remove underground water to permit the routine safe functioning of South Deep. South Deep was issued with a water use license in November 2011 by the DWS. Certain conditions and other aspects of the approved license were identified as requiring modification and an application to address these was submitted to the DWS in February 2012. A further amended water use license application was submitted to the DWS in November 2013, primarily to reflect the results of a re-assessment of expected water use requirements and a changing water balance. No response was received from the DWS in relation to the 2013 amendment. In November 2014, an agreement was reached with the DWS to withdraw the 2013 amendment and to submit an updated amendment application in May 2015. The May 2015 amendment application reflects the proposed changes to the approved 2011 water use license conditions. In addition, the updated amendment reflects a variety of water management projects and initiatives that were implemented during fiscal 2014 and that are planned for implementation during fiscal 2015 and beyond. A presentation was provided to the DWS in March 2015 to appraise them of the proposed structure and content of the new amendment, prior to the re-submission in May 2015. Gold Fields continued to make representations to the DWS during fiscal 2016 and is currently waiting to receive an approved amended license. The existing approved license will remain in place while the application is processed by the DWS.

Under the National Environmental Management Air Quality Act, No. 39 of 2004, or Air Quality Act, the South African government has established minimum emission standards for certain activities which result in air emissions and for which atmospheric emissions licenses, or AELs, must be held. The Amended Minimum Emissions Standards related to the list of activities resulting in atmospheric emissions, or Listed Activities, were released by the Minister of Water and Environmental Affairs and came into operation on November 22, 2013. Existing plants were required to comply with the Minimum Emissions Standards by April 1, 2015. Newly granted AELs under the Air Quality Act will incorporate the Minimum Emissions Standards as conditions. Non-compliance with the Minimum Emissions Standards is an offense under the Air Quality Act. South Deep mine undertakes activities which result in atmospheric emissions, as provided for by the Air Quality Act, and holds a registration certificate authorizing such activities under previous legislation. South Deep has submitted the necessary application for a new license under the Air Quality Act in respect of some of the emitting activities undertaken at South Deep. South Deep submitted an application for an AEL in March 2013. A meeting was held in March 2014 with the West Rand District Municipality to discuss the AEL application. The outcome of this meeting required South Deep’s application to be amended to include Listed Activities. Gold Fields resubmitted an amended AEL application to the West Rand District Municipality, following which a provisional AEL for South Deep was granted pursuant to section 40(1)(a) of the Air Quality Act in respect of South Deep’s three listed activities. The provisional AEL was valid for a period of one year of operation from November 13, 2014 and an extension was granted in November 2015. The application for the final AEL was filed in November 2015. An air quality license was issued in December 2016 by the Rand West City Local Municipality, authorizing South Deep to undertake smelting activities under the National Environmental Air Quality Act. Gold Fields developed an Air Quality Plan Management Plan in 2015 in an effort to ensure it complies with the applicable requirements of the Air Quality Act, including the new minimum emissions standards.

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The introduction of a carbon tax has been pending since 2011. The carbon tax design requires the calculation of liability to be based on the volume of fossil fuel input which results in Scope 1 greenhouse gas emissions, and for such liability to commence at a marginal rate of R120 per tonne of CO₂e, increasing by 10% per annum. The design also anticipates tax-free exemptions ranging between 60% and 95%, with various allowances that would permit a tax liable entity to further mitigate its liability. Accordingly, the effective tax rate will vary between R6 and R48 per tonne of CO₂e. Such allowances include an increased tax free threshold for trade exposed sectors, recognition of emission reduction efforts, additional allowance for participating in the national carbon budgeting system and the use of carbon offsets against a carbon tax liability. If South Deep is liable to pay carbon tax, it is expected to qualify for at least 80% of the allowances. As such, its exposure is expected to be initially calculated (in the first year of carbon tax exposure) on 20% of the mine’s Scope 1 emissions which have been estimated to be 8,640 tonnes of CO₂e in fiscal 2016. Based on these emissions, the potential tax liability in 2018 is estimated at approximately U.S.$14,800.

The South African Minister of Finance reiterated in his February 2017 budget speech that the tax would be promulgated, though he did not give a starting date. He repeated an earlier undertaking that the tax will have no net impact on the electricity price before 2020.

The National Environmental Management Waste Act, No. 59 of 2008, or the Waste Act, commenced on July 1, 2009, with the exception of certain sections relating to contaminated land which came into force on May 2, 2014. Responsible waste management has become a priority for the DEA. Gold Fields is currently working with the DMR in order to ensure it is in compliance with the Waste Act. South Deep has one waste disposal facility which is currently dormant. The site consists of different waste streams, including waste that has radiation levels that are slightly above background levels, being the naturally occurring levels in geology. There is now a duty to rehabilitate this dormant site. South Deep must ensure that it has the appropriate waste management licenses and environmental authorizations for the closure and rehabilitation of all its waste sites. South Deep applied on 13 January 2015 for a waste license in respect of two facilities: a waste transfer station and a salvage yard. On June 2, 2014, amendments to the Waste Act were published, which had the effect that as of December 8, 2014, residue deposits and residue stockpiles would be brought within the Waste Act’s scope of operation. Accordingly, as of December 8, 2014, in terms of the “One Environmental System”, residue stockpiles and residue deposits are now subject to regulation under the Waste Act and waste management licenses for activities relating to their establishment and reclamation will need to be obtained, subject to the transitional provisions in the amendments which were published in July 24, 2015. Such licenses will need to be obtained from the DMR, which is the competent authority to issue such licenses for mining operations. The Regulations regarding the Planning and Management of Residue Stockpiles and Residue Deposits which were published on July 24, 2015 are also likely to have a financial impact on the management of these facilities, since they impose various classifications and associated liner requirements for new residue stockpiles and deposits. This is a fundamental shift in regulation as the Waste Act previously excluded residue deposits and residue stockpiles from its ambit. The 2013 Amendment Bill to the MPRDA also proposes the amendment of the definition of residue stockpiles to include historic mines and dumps created before the implementation of the MPRDA.

Gold Fields undertakes activities which are regulated by the National Nuclear Regulator Act, No. 47 of 1999, or the NNR Act. The NNR Act requires Gold Fields to obtain authorization from the National Nuclear Regulator, or NNR, and undertake activities in accordance with the conditions of such authorizations. Prior to the Spin-off, Gold Fields’ South African mining operations possessed and maintained Certificates of Registration issued by the NNR. After the Spin-off, South Deep continues to possess and maintain its Certificate of Registration, or CoR, as required under the NNR Act.

Although South Africa has a comprehensive environmental regulatory framework, enforcement of environmental law has traditionally been poor. The DEA and the DWS have indicated that enforcement will improve and that Environmental Management Inspectors will be provided with greater resources going forward. As of December 8, 2014, under the “One Environmental System”, separate Environmental Management Inspectors were appointed under the DMR to regulate environmental compliance of the mining industry.

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Although the DMR is still in the process of growing its inspectorate, related departments such as the DWS have generally shown an increased willingness to enforce the provisions of the NWA through the issue of pre-directives under the NWA.

Health and Safety

The principal objective of the South African Mine Health and Safety Act No. 29 of 1996, or the Mine Health and Safety Act, is to provide for the protection of the health and safety of employees and other persons at mines. The Mine Health and Safety Act requires employers and others to ensure their operating and non-operating mines provide a safe and healthy working environment, as far as reasonably practicable. The Mine Health and Safety Act provides for penalties and a system of administrative fines for non-compliance with the provisions thereof. The Mine Health and Safety Act further provides for employee participation through the establishment of health and safety committees and by requiring the appointment of health and safety representatives. It also provides for an employee’s right to refuse dangerous work. Finally, it describes the powers and functions of the Mine Health and Safety Inspectorate, or MHSI (which inspectorate is part of the DMR and the process of enforcement). The Mine Health and Safety Act authorizes the MHSI to restrict or stop work at any mine and require an employer to take steps to minimize health and safety risks at any mine. Under the Mine Health and Safety Act, an employer is obliged, among other things, to ensure, as far as reasonably practicable, that its mines are designed, constructed and equipped to provide conditions for safe operation and a healthy working environment. The employer is also required to ensure, as far as reasonably practicable, that its mines are commissioned, operated, maintained and decommissioned in such a way that employees can perform their work without endangering their health and safety or that of any other person. Every employer must ensure, as far as reasonably practicable, that persons who are not employees, but who may be directly affected by the activities at a mine, are not exposed to any hazards to their health and safety.

Any person, which may include an employer, who fails to comply with a provision of the Mine Health and Safety Act commits an offense and may be charged and, if successfully prosecuted, fined or imprisoned, or both. In addition, inspectors from the MHSI have the right to halt any part, or all, of the operations of a mine in the event of any circumstances, which the inspector has reason to believe endangers the health and safety of any person at the mine. The MHSI also has the power to impose administrative fines upon an employer in the event of a breach of the Mine Health and Safety Act. The maximum administrative fine that may be imposed is R1 million per offense.

The principal health risks associated with Gold Fields’ mining operations in South Africa arise from occupational exposure and community environmental exposure to silica dust, noise, heat and certain hazardous substances, including toxic gases, water, soil or air contamination and radioactive particulates. The most significant occupational diseases affecting Gold Fields’ workforce include lung diseases (such as silicosis, tuberculosis, a combination of the two and COAD) as well as NIHL. The Occupational Diseases in Mines and Works Act, No. 78 of 1973 (South Africa), or the ODMWA, governs the payment of compensation and medical costs related to certain illnesses, such as silicosis, contracted by persons employed in mines or at sites where activities ancillary to mining are conducted. See “Risk Factors—Gold Fields’ operations are subject to environmental and health and safety regulations, which could impose additional costs and compliance requirements and Gold Fields may face claims and liability for breaches, or alleged breaches, of such regulations and other applicable laws”.

In 2011, the South African Constitutional Court ruled that a claim for compensation under ODMWA does not prevent the employee from seeking to recover damages from the employer as a civil action under common law. While issues, such as negligence and causation, need to be proved by the claimant on a case-by-case basis, such a ruling could expose Gold Fields to claims related to occupational hazards and diseases (including silicosis or other ailments alleged to arise due to exposure to hazardous materials and substances), which may be in the form of an individual claim, a class action or similar group claim. Although risks associated with alleged

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occupational exposure are likely to be greater, such actions may also arise in connection with the alleged incidence of such diseases in communities proximate to Gold Fields’ mines. A consolidated application has been brought against several South African mining companies, including Gold Fields, for certification of a class action on behalf of current or former mineworkers (and their dependents) who have allegedly contracted silicosis and/or tuberculosis while working for one or more of the mining companies listed in the application On May 13, 2016, the South Gauteng High Court ordered, amongst other things the certification of the two separate classes for silicosis and tuberculosis. Subsequently the mining companies listed in the application were granted leave to appeal against all aspects of the class certification judgment. See “—Legal Proceedings and Investigations”.

If a significant number of such claims were suitably established against it, the payment of compensation for the claims could have a material adverse effect on Gold Fields’ business, reputation, results of operations and financial condition. In addition, Gold Fields may incur significant additional costs arising out of these issues, including costs relating to the payment of fees, increased levies or other contributions in respect of compensatory or other funds established (if any) and expenditures arising out of its efforts to remediate these matters or to resolve any outstanding claims or other potential action.

Mineral Rights

The MPRDA

See “Risk Factors—Gold Fields’ mineral rights are subject to legislation, which could impose significant costs and burdens and which impose certain ownership requirements, the interpretation of which are the subject of dispute”.

The BBBEE Act and the BBBEE Amendment Act

The BBBEE Act established a national policy on broad-based black economic empowerment with the objective of increasing the participation of HDSAs in the economy. The BBBEE Act provides for various measures to promote black economic empowerment, including empowering the Minister of Trade and Industry to issue the BBBEE Codes with which organs of state and public entities and parties interacting with them or obtaining rights and licenses from them would be required to comply. There has been some debate as to whether or to what extent the mining industry was subject to the BBBEE Act and the policies and codes provided for thereunder. On October 24, 2014, the BBBEE Amendment Act No. 46 of 2013 was brought into operation. The BBBEE Amendment Act inserts a new provision in the BBBEE Act, whereby the BBBEE Act would trump the provisions of any other law in South Africa which conflicts with the provisions of the BBBEE Act, provided such conflicting law was in force immediately prior to the effective date of the BBBEE Amendment Act. The BBBEE Amendment Act also stipulates that this provision would only be effective one year after the BBBEE Amendment Act is brought into effect. This provision came into effect on October 24, 2015 and on October 27, 2015, the Minister for Trade and Industry published a government gazette notice declaring an exemption in favor of the DMR from applying the requirements contained in section 10(1) of the BBBEE Act for a period of 12 months, ending October 27, 2016. The Minister of Trade and Industry has not published any further notices since this date to provide clarity on his position but the exemption and its expiry can be read as confirmation that the South African Department of Trade and Industry sees the BBBEE codes as “applicable” to the Mining Industry. In any event, it is not clear whether the DMR is likely to continue implementing the Mining Charter in its current form or whether it will apply the BBBEE Act or whether it would follow the BBBEE Codes.

This raises the question of whether the BBBEE Act and the BBBEE Codes may overrule the Mining Charter in the future. There is no clarity on this point at this stage. The revised Broad-Based Black Economic Empowerment Codes of Good Practice, or the Revised BEE Codes, became available for voluntary use on October 11, 2013 and became effective on May 1, 2015. Both the BBBEE Amendment Act and the Revised BEE Codes expressly stipulate that, where an economic sector in South Africa has a sector code, or Sector Code, in place for BEE purposes, companies in that sector must comply with the Sector Code. For purposes of the BBBEE Act, the Mining Charter is not a Sector Code. On February 17, 2016, the Minister of Trade and Industry published a gazette notice which repealed or confirmed the validity of a number of Sector Codes. The omission

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of the Mining Charter from the notice can be interpreted as confirmation that the Mining Charter is not contemplated as a Sector Code. This supports the interpretation that the BBBEE Act did not intend to trump the Mining Charter. While it remains to be seen how this will be interpreted, it appears that the BBBEE Act and the BBBEE Codes will not overrule the Mining Charter in the future. Although the Mining Charter is not a Sector Code, Gold Fields regularly reviews its status against the provisions and obligations of the Revised BEE Code, or Codes, to internally measure what its compliance would be if it were subject to the Codes. To date, we believe we would be compliant with the Codes; however there is no certainty as to whether the current obligations would supersede the Mining Charter or whether there would be a revision of the current Mining Charter.

The current version of the New Draft Mining Charter does not align the Mining Charter with the BBBEE Act, 2003, or BBBEE Act, and the BBBEE Codes, which apply generally to other industries in South Africa. Accordingly, if brought into effect in its current form, the New Draft Mining Charter could potentially create further uncertainty. See “Risk Factors—Gold Fields’ mineral rights are subject to legislation, which could impose significant costs and burdens and which impose certain ownership requirements, the interpretation of which are the subject of dispute”.

The Royalty Act

The Mineral and Petroleum Resources Royalty Act, No. 28 of 2008, or the Royalty Act, imposes a royalty on refined and unrefined minerals payable to the South African government.

The royalty in respect of refined minerals (which include gold and platinum) is calculated by dividing earnings before interest and taxes, or EBIT, by the product of 12.5 times gross revenue calculated as a percentage, plus an additional 0.5%. EBIT refers to taxable mining income (with certain exceptions such as no deduction for interest payable and foreign exchange losses) before assessed losses but after capital expenditure. A maximum royalty of 5% of revenue has been introduced for refined minerals. Gold Fields currently pays a royalty based on the refined minerals royalty calculation as applied to its gross revenue.

The Minister of Finance has appointed the Davis Tax Review Committee to look into and review the current mining tax regime. The Committee’s First Interim Report on Mining, which was released for public comment on August 13, 2015, proposed no changes to the royalty regime but recommended the discontinuation of the upfront capital expenditure write-off regime in favor of an accelerated capital expenditure depreciation regime. In addition, the report recommended retaining the so called “gold formula” for existing gold mines only, as new gold mines would be unlikely to be established in circumstances where profits are marginal or where gold mines would conduct mining of the type intended to be encouraged by the formula. An alternative recommendation was to phase out the gold formula for all mines over a reasonable period of time. The Committee also recommended to phase out the additional capital allowances available to gold mines in order to bring the gold mining corporate income tax regime in line with the tax system applicable to all taxpayers.

Exchange Controls

South African law provides for Exchange Control Regulations which, among other things, restrict the outward flow of capital from the CMA. The Exchange Control Regulations, which are administered by the Financial Surveillance Department of the SARB, are applied throughout the CMA and regulate international transactions involving South African residents, including companies. The South African government has committed itself to gradually relaxing exchange controls and various relaxations have occurred in recent years.

SARB approval is required for Gold Fields and its South African subsidiaries to receive and/or repay loans to non-residents of the CMA.

Funds raised outside of the CMA by Gold Fields’ non-South African resident subsidiaries (whether through debt or equity) can be used for overseas expansion, subject to any conditions imposed by the SARB. Gold Fields and its South African subsidiaries would, however, require SARB approval in order to provide guarantees for the obligations of any of Gold Fields’ subsidiaries with regard to funds obtained from non-residents of the CMA. Debt raised outside the CMA by Gold Fields’ non-South African subsidiaries must be repaid or serviced by those

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foreign subsidiaries. Absent SARB approval, income earned in South Africa by Gold Fields and its South African subsidiaries cannot be used to repay or service such foreign debts. Unless specific SARB approval has been obtained, income earned by one of Gold Fields’ foreign subsidiaries cannot be used to finance the operations of another foreign subsidiary.

Transfers of funds from South Africa for the purchase of shares in offshore entities or for the creation or expansion of business ventures offshore require exchange control approval. However, if the investment is a new outward foreign direct investment where the total cost does not exceed R1 billion per company per calendar year, the investment application may, without specific SARB approval, be processed by an authorized dealer, subject to all existing criteria and reporting obligations.

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 seeks further SARB approval prior to applying any such funds to a specific use.

Ghana

Environmental

The laws and regulations relating to the environment in Ghana have their roots in the 1992 Constitution which charges both the state and others with a duty to take appropriate measures to protect and safeguard the natural environment. Mining companies are required, under the Minerals and Mining Act, Environmental Assessment Regulations 1999 (LI 1652) and Water Use Regulations 2001 (LI 1692), to obtain all necessary approvals from the Environmental Protection Agency, or Ghanaian EPA, a body set up under the Environmental Protection Agency Act 1994 (Act 490), and, where applicable, the Water Resources Commission and/or the Minerals Commission before undertaking mining operations. There are further requirements under the Minerals and Mining (Health, Safety and Technical) Regulations, 2012 L.I 2182 to obtain the necessary permits from the Inspectorate Division of the Minerals Commission for the operation of mines. The Minerals and Mining Act also requires that mining operations in Ghana comply with all laws for the protection of the environment. Non-compliance with the provisions of these laws could result in the imposition of fines and in some cases a term of imprisonment.

Under the relevant environmental laws and regulations, mining operations are required to undergo an EIA process and obtain approval for an environmental permit prior to commencing operations. EMPs are first submitted to the Ghanaian EPA 18 months after the initial issuance of the permit and then every three years thereafter. The plan must include details of the likely impacts of the operation on the environment and local communities, as well as a comprehensive plan and timetable for actions to lessen and remediate adverse impacts. Approval of the management plan results in the issuance of an environmental certificate.

The laws also require mining operations to rehabilitate land disturbed as a result of mining operations pursuant to an environmental reclamation plan agreed with the Ghanaian regulatory authorities. The reclamation plan includes two cost estimates, namely the cost of rehabilitating the mining area for the life of the mine as well as the cost of rehabilitating the mine as at the date of the reclamation plan. These estimates are reviewed annually and updated every two years. The Environmental Assessment Regulations, 1999 (LI 1652) requires each mining company to post a reclamation bond. The terms of each reclamation bond are determined by a Reclamation Security Agreement between that company and the Ghanaian EPA. Mining companies are typically required to secure a percentage (typically between 50% and 100%) of the current estimated rehabilitation costs by posting reclamation bonds underwritten by banks and restricted cash. Gold Fields Ghana and Abosso maintain reclamation bonds underwritten by banks and restricted cash in order to secure a percentage of their total mine closure liability.

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In the third quarter of fiscal 2016, Gold Fields submitted an application for a revised Environmental Impact Statement for the Amoanda—Juno Growth Corridor Project located in the Damang mine with the Ghanaian EPA.

The Tarkwa and Damang mines have existing approvals to operate tailings storage facilities at Tarkwa and Damang, respectively. See “License to Operate—Environmental approvals” and “License to Operate—Waste and tailings”.

Health and Safety

A mining company is statutorily obligated to, among other things, take steps to ensure that the mine is managed in accordance with applicable legislation, including the Minerals and Mining (Health, Safety and Technical) Regulations, 2012 (L.I 2173), to ensure the safety and wellbeing of its employees. Additionally, both the Tarkwa and Damang mines are required, under the terms of their respective mining leases, to comply with the reasonable instructions of the Chief Inspector of Mines regarding health and safety at the mines. A violation of the provisions of the health and safety regulations or failure to comply with the reasonable instructions of the Chief Inspector of Mines could lead to, among other things, a shutdown of all or a portion of the mine or the imposition of more stringent compliance procedures. The Tarkwa and Damang mines have potential liability arising from injuries to, or deaths of, workers, including, in some cases, workers employed by their contractors. Although Ghanaian law provides statutory workers’ compensation for injuries or fatalities to workers, it is not the exclusive means by which workers or their personal representatives may claim compensation. Both companies’ allotted insurance for health and safety claims and the relevant workers’ compensation may not fully cover them in respect of all liability arising from any future health and safety claims, since employees may still resort to other claims through the Ghanaian courts and/or legal system.

Mineral Rights

Gold Fields Ghana has two major mining leases in respect of its mining operations, namely the Tarkwa property lease and the Teberebie property lease. There are three mining leases under the Tarkwa property lease, all of which were granted in 1997 and will expire in 2027, and two mining leases under the Teberebie property lease, which were granted between 1988 and 1992, and expire in 2018. Under the provisions of the Minerals and Mining Law, 1986 (PNDCL 153), or the Minerals and Mining Law, and the terms of the mining leases, all of the mining leases under the Tarkwa and Teberebie properties are renewable by agreement between Gold Fields Ghana and the government of Ghana. The Minerals Commission has approved Gold Fields Ghana’s application for an extension of the Teberebie leases to 2036 and has made recommendations to the Minister responsible for Lands and Natural Resources to grant the extension. Gold Fields Ghana has fully paid for the fees associated with the extension.

Abosso holds the mining lease in respect of the Damang mine which was granted in 1995 and expires in 2025, as well as the mining lease in respect of the Lima South mine that was granted in 2006 and expires in 2017. As with the Tarkwa and Teberebie mining leases, these leases are renewable under their terms and the provisions of the Minerals and Mining Law by agreement between Abosso and the government of Ghana. Gold Fields submitted an application for renewal of Lima South in the last quarter of 2016.

The Minerals and Mining Act, 2006 (Act 703), or the Minerals and Mining Act, came into force on March 31, 2006. Although the Minerals and Mining Act repealed the Minerals and Mining Law, and the amendments to it, the Minerals and Mining Act provides that leases, permits and licenses granted or issued under the repealed laws will continue under those laws unless the Minister responsible for minerals provides otherwise by regulation. It also provides that the Minister responsible for minerals shall grant the extension of the term of a lease on conditions specified in writing as long as the holder of mineral rights has materially complied with its obligations under the Act. Management believes that all of Gold Fields’ operations in Ghana are materially compliant with the relevant legislative requirements. Therefore, unless and until any new regulations are passed in respect of Gold Fields’ mineral rights, the Minerals and Mining Law will continue to apply to Gold Fields’ current operations in Ghana.

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The major provisions of the Minerals and Mining Act include:

• the government of Ghana’s right to a free carried interest in mineral operations of 10% and the right to a special share (discussed below); and

• mining companies which have invested or intend to invest at least U.S.$500 million (as Gold Fields has) may benefit from stability and development agreements, relating to both existing and new operations, which will serve to protect holders of current and future mining leases for a period not exceeding 15 years against changes in laws and regulations generally and, in particular, relating to customs and other duties, levels of payment of taxes, royalties and exchange control provisions, transfer of capital and dividend remittances. A development agreement may contain further provisions relating to the mineral operations and environmental issues. Each stability and development agreement is subject to the ratification of parliament.

In 2010, the Minerals and Mining Act was amended to provide for a fixed royalty rate of 5% of the total revenue earned from minerals obtained, with effect from March 17, 2010. Although payment of the royalty rate became effective in March 2010, Gold Fields did not begin submitting the required payment until April 1, 2011 due to a moratorium on the tax burden for mining leases in place prior to commencement of the Mineral and Mining Act, which ended on March 31, 2011.

The Ghanaian parliament passed an act that, effective March 9, 2012, increased taxes on mining companies. These changes included introducing a separate tax category for companies engaged in mining, which raised the applicable corporate tax rate from 25% to 35% and reduced the capital allowance regime from 80% for the first year with reductions to a uniform regime of 20% over five years. Under a new Income Tax Act enacted in 2015 (Act 896), unutilized capital allowance cannot be deferred if not used in the tax year. Further, a draft bill was proposed which sought to impose a windfall profit tax of 10% of the cash balance of a company engaged in mining activities. The planned windfall tax has, however, been on hold indefinitely since January 2014.

On March 17, 2016, the parliament of Ghana ratified development agreements between Gold Fields Ghana, Abosso and the government of Ghana. Parliamentary proceedings leading to the ratification were officially published on parliament’s website on March 21, 2016. The development agreements provide for, among other things, a fixed corporate tax rate of 32.5%, beginning on March 17, 2016, and exemption from certain import duties. In addition, Gold Fields is to pay royalties on a sliding scale, replacing the current fixed rate, with effect from January 1, 2017. Additionally, under the development agreements, Gold Fields agreed to forgo the previous exemptions from withholding tax under the deed of warranty between Abosso and the government of Ghana and the project development agreement between Gold Fields Ghana and the government of Ghana. Under the old Abosso deed of warranty, there was no withholding tax applicable on payments from the external account in connection with interest and other borrowing costs/fees, payments to suppliers, consultants and contractors of goods or services and dividends to external shareholders. With respect to the Tarkwa project development agreement, there was no withholding tax on dividends and capital repayments to non-resident shareholders, interest, commitment or other fee or capital redemption payment in foreign currency from non-Ghana resident lenders.

Under the development agreements, Gold Fields committed to pay compensation for assets used at Tarkwa since the divestiture of the Ghanaian State Gold Mining Company and, in years where a dividend is not declared and paid, to make a payment of 5% of profits after tax in the relevant year to the government (which will be offset against the eventual dividend payment).

Government Option to Acquire Shares of Mining Companies

Under Ghanaian law, the government is entitled to a 10% interest in any Ghanaian company which holds a mining lease in Ghana, without the payment of consideration for the shares therein. The government of Ghana has already received this 10% interest in each of Gold Fields Ghana and Abosso. The government also has the

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option, under the Minerals and Mining Law, of acquiring an additional 20% interest in the share capital of mining companies whose rights were granted under the Minerals and Mining Law at a price agreed upon by the parties, at the fair market value at the time the option is exercised, or as may be determined by international arbitration. The government of Ghana exercised this option in respect of Gold Fields Ghana and subsequently transferred the interest. The government of Ghana retains this option to purchase an additional 20% of the share capital of Abosso. As far as management is aware, the government of Ghana has not exercised this option for any other gold mining company in the past, other than Gold Fields Ghana.

Under the Minerals and Mining Law, which continues to apply to Gold Fields Ghana’s operations, and under the Minerals and Mining Act, the government has a further option to acquire a “special share” in a mining company for no consideration or in exchange for such consideration as the government and that company shall agree. This interest, when acquired, constitutes a special share which gives the government the right to attend and speak at any general meeting of shareholders, but does not entitle the government to any voting rights. The special share does not entitle the government to distributions of profits of the company which issues it to the government. The written consent of the government is required to make any amendment to a company’s regulations relating to the government’s option to acquire a special share. Although the government of Ghana has agreed not to exercise this option in respect of Gold Fields Ghana, it has retained this option for Abosso.

Exchange Controls

Under Ghana’s mining laws, the Bank of Ghana or the Minister for Finance may permit the holder of a mining lease to retain a percentage of its foreign exchange earnings for certain expenses in bank accounts in Ghana. Under a foreign exchange retention account agreement with the government of Ghana, and in line with the Development Agreement, Gold Fields Ghana & Abosso are required to repatriate 30% of its revenues derived from the Tarkwa mine to Ghana and use the repatriated revenues in Ghana or maintain them in a Ghanaian bank account.

The Bank of Ghana issued notices on February 4, 2014 and June 13, 2014 that imposed further restrictions on the operation of Foreign Exchange Accounts and Foreign Currency Accounts. However, on August 8, 2014, it reversed virtually all the restrictions that it had imposed through these notices.

Increased Electricity Costs

On December 11, 2015, the Public Utilities Regulatory Commission increased the average electricity tariffs for the GRIDCo by approximately 59.2%, increasing the tariff paid by Tarkwa only from U.S.$0.01539/kWh to U.S.$0.024252/kWh. In addition, the new Energy Sector Levies Act enacted in 2015 (Act 899) imposed a levy of 9% per kilowatt hour of electricity, on both public lighting and national electrification, applicable to all consumers (resulting in an increased charge to Tarkwa from the VRA of 1.2 c/kWh). While in his budget speech on March 2, 2017, the Minister of Finance announced that the levy of 9% on public lighting and national electrification will be reduced to 2% and 3% respectively there can be no guarantee that this reduction will be enacted. During fiscal 2016, new gas power plants, operated by an independent power producer, were commissioned at the Tarkwa and Damang mines. These power plants are expected to have the capability to supply 100% of the power required by Tarkwa and Damang by the end of fiscal 2017. These power plants have significantly reduced the mines’ dependence on grid electricity.

Australia

Environmental

Gold Fields’ gold operations in Australia are primarily subject to the environmental laws and regulations of the State of Western Australia which require, among other things, that Gold Fields obtains necessary environmental approvals, environmental licenses, works approvals and mining approvals to implement and carry out its mining operations. In addition, under the Environment Protection and Biodiversity Conservation Act 1999 (Cth), or the EPBC Act, it may be necessary to obtain separate approval from the federal government if any new

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project (including some expansions of existing facilities) has, will have or is likely to have, a significant impact on “matters of national environmental significance” under the EPBC Act (known as a “controlled action”).

At the state level, Gold Fields is subject to the Environmental Protection Act 1986 (WA), or EP Act, under which it is obliged to prevent and abate pollution and environmental harm. The EP Act also prescribes sanctions and penalties for a range of environmental offenses, including orders which may effectively suspend certain operations or activities.

Under Part IV of the EP Act, a proposal that is likely to have a significant effect on the environment must be referred to the Western Australian Environmental Protection Authority, or the Western Australian EPA, which undertakes the EIA of the proposal. An EIA is a systematic and orderly evaluation of a new proposal (including an expansion of an existing development) and its impact on the environment. The assessment includes considering ways in which the proposal, if implemented, could avoid or reduce any impact on the environment. After completing its assessment of a proposal, the Western Australian EPA prepares a report for the Western Australian Minister for the Environment who must decide whether or not to approve the proposal and, if approved, what conditions are appropriate to regulate the implementation of the proposal.

In addition to this approval, under Part V of the EP Act, a works approval and environmental license must be obtained from the Department of Environment Regulation, or DER, for the construction and operation of facilities with significant potential to cause pollution, such as the ore processing facility, tailings storage facility, landfill and waste water treatment plant.

Gold Fields is also required to obtain a water license from the Western Australian Department of Water to extract water for its mining activities.

Prior to the commencement or expansion of any mining operations, Gold Fields is also required to prepare a mining proposal in accordance with published guidance material and submit the mining proposal to the DMP for approval under the Mining Act 1978 (WA), or Mining Act. Once approved by the DMP, the requirement to comply with the mining proposal becomes a condition of the mining tenement.

Gold Fields is required to prepare and submit an Annual Environmental Report to the DER and DMP under the conditions attached to its environmental approvals, licenses and mining tenements.

During the operational life of its mines, Gold Fields is required by law to prepare a Mine Closure Plan which is to make provisions for the ongoing rehabilitation of its mines and to provide for the cost of post-closure rehabilitation and monitoring once mining operations cease. Under the Mining Act, Gold Fields has previously been required to guarantee its environmental obligations by providing the Western Australian government with unconditional bank-guaranteed performance bonds. From July 1, 2014, Gold Fields has been required to pay an annual levy into a mining rehabilitation fund administered by the DMP instead of providing performance bonds. The annual levy payable by Gold Fields is 1% of an estimate of the cost per hectare to rehabilitate the disturbed land.

The funds held by the DMP in the mining rehabilitation fund are used to rehabilitate abandoned mines, and are not refundable or reimbursable to the contributing entities for their own rehabilitation liabilities.

Under the National Greenhouse and Energy Reporting scheme, Gold Fields Australia has operational control over the four Australian operations which have combined emissions exceeding 125kt CO₂e each fiscal year. Accordingly, Gold Field Australia is required to report as the registered “controlling corporation” for the purposes of the scheme.

In December 2014, the Emissions Reduction Fund, or the ERF, came into effect. The ERF is a voluntary scheme that aims to provide financial incentives for emitters to reduce, abate or sequester greenhouse gas emissions. Gold Fields registered the Granny Smith Gas Power Station Project with the ERF for carbon abatement in May 2015 under the Industrial Fuel and Energy Efficiency Method. Gold Fields entered a reverse

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auction with the Clean Energy Regulator in April 2016 under the Emissions Reduction Fund in order to sell the project’s carbon abatement to the Australian government. This bid was successful and on May 5, 2016, Gold Fields entered into a contract with the Emissions Reduction Fund for the sale of its abatement credits.

Health and Safety

The Mines Safety and Inspection Act 1994 (WA), or the Safety and Inspection Act, and the Mines Safety and Inspection Regulations 1995 (WA) together regulate the duties of employers and employees in the mining industry with regard to occupational health and safety and outline offenses and penalties for breach. Resources Safety, a division of the DMP, administers this legislation. Under the approach utilized by Resources Safety, it is the responsibility of each employer to manage safety (i.e. a general duty of care exists in mines located in Western Australia). A violation of the safety laws or failure to comply with the instructions of the relevant health and safety authorities is a criminal offense that 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/or financial penalties.

The Work Health and Safety Bill 2014 (WA), or the WHS Bill (which is based on the federal Model Work Health and Safety Act), has been drafted in respect of general industry and was open for public consultation until January 2015. Further modifications were required as a result of the consultation process, and the WHS Bill is yet to be finalized. In mid-2015, the DMP released a “mock up” of a harmonized Work Health and Safety (Resources and Major Hazards) Bill 2015 (WA), or the WHS Resources Bill, to consolidate the safety provisions of existing mining, petroleum and major hazard facilities legislation into one statute that will supplement the WHS Bill. While drafting commenced on the WHS Resources Bill in 2016, all work on the legislation was suspended pending the outcome of the March 2017 state election. If introduced, the WHS Resources Bill will replace the current mines safety legislation referred to above. However, it is not clear if the legislation will proceed in its current form under a new state government.

Mineral Rights

In Australia, the ownership of land is separate from the ownership of most minerals (including gold), which are the property of the states and are thus regulated by the state governments. The Mining Act is the principal piece of legislation governing exploration and mining on land in Western Australia. Licenses and leases for, among other things, prospecting, exploration and mining must be obtained pursuant to the requirements of the Mining Act before the relevant activity can begin.

Prospecting licenses, exploration licenses and mining leases are subject to prescribed minimum annual expenditure commitments. Royalties are payable to the state based on the amount of ore produced or obtained from a mining tenement. A quarterly production report must be filed and royalties are calculated ad valorem at a fixed rate of 2.5% of royalty value in respect of gold, and at other rates (depending on the relevant mineral) in respect of ore produced or obtained from a mining tenement. The royalty value of gold is the amount of gold produced during each month in a relevant quarter multiplied by the average gold spot price for that month. Despite the discussion above, no royalty is payable in respect of the first 2,500 ounces of gold metal produced during a financial year from gold-bearing material produced or obtained from the same gold royalty project.

Land Claims

In 1992, the High Court of Australia recognized a form of native title which protects the rights of indigenous people in relation to land and water in certain circumstances. As a result of this decision, the Native Title Act 1993 (Cth), or Native Title Act, was enacted to recognize and protect existing native title by providing a mechanism for the determination of native title claims and a statutory right for Aboriginal groups or persons to negotiate, object, and/or be consulted when, among other things, there is an expansion of, or change to, the rights and interests in the land which affect native title and which constitute a “future act” under the Native Title Act.

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The existence of these claims does not necessarily prevent continued mining under existing tenements. Tenements granted prior to January 1, 1994 are not “future acts” and do not need to comply with the aforementioned consultation or negotiation procedures.

As a general rule, tenements granted (or in some cases re-granted) after January 1, 1994 need to comply with this process. However, in Western Australia, some tenements were granted without complying with this consultation or negotiation process on the basis of then prevailing Western Australian legislation. This legislation was subsequently found to be invalid as it conflicted with the Native Title Act which is Commonwealth legislation. Subsequent legislation was passed (Titles Validation Amendment Act 1999 (WA)) validating the grant of tenements between January 1, 1994 and December 23, 1996, provided certain conditions were met under the Native Title Act.

Certain of Gold Fields’ tenements are currently subject to native title claims and a determination of native title. However, most of Gold Fields’ tenements were granted prior to January 1, 1994. Where tenements were granted between January 1, 1994 and December 23, 1996, Gold Fields believes it has complied with the conditions set out by the Native Title Act for those tenements to be validly granted. On those tenements granted after December 23, 1996, Gold Fields has either entered into agreements with the claimant parties which provide the Company with security of tenure, or utilized a valid exemption from the consultation and negotiation process under the Native Title Act. Therefore, any existing or future grant of native title over any of these tenements will not have a material effect on Gold Fields’ tenure during the operation of these agreements. See “—Legal Proceedings and Investigations”.

Peru

Regulatory

The regulatory framework governing the development of mining activities in Peru mainly consists of the General Mining Act (Ley General de Minería), or the LGM, and regulations relating to mining procedures, health and safety, environmental protection, and mining investment and guarantees. Mining activities as defined by the LGM include surveying, prospecting, exploration, exploitation, general workings, beneficiation, trading and transportation of ore.

In addition to general taxation, mining companies are also subject to a special tax regime established in 2011 through the amendment of the Mining Royalty Law and enactment of the Special Mining Tax Law and the Special Mining Charge Law.

Regulatory and Supervisory Entities

In general terms, the principal regulator of mining activities in Peru is the Ministry of Energy and Mines, or MEM, through its General Bureau of Mining (Dirección General de Minería), or DGM, and its General Bureau of Mining and Environmental Affairs (Dirección General de Asuntos Ambientales Mineros).

Additionally, since December 28, 2015, the National Environmental Certification Service for Sustainable Investment, or SENACE, has been authorized to review and approve the EIA studies of projects that have a national or multi-regional influence, and that may generate significant environmental impacts.

Other relevant regulatory institutions include the INGEMMET, the OSINERGMIN, the OEFA, the National Water Authority, the Ministry of Culture and the National Superintendence of Labor Inspection, or SUNAFIL.

Concessions

In accordance with the LGM, mining activities (except surveying, prospecting and trading) must be performed exclusively under the concession system. A concession confers upon its holder the exclusive right to develop a specific mining activity within a defined area. The LGM establishes four types of concessions:

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Mining Concessions

A mining concession is a real property interest independent and separate from surface land located within the coordinates of the concession. Holders of mining concessions or of any pending claims for mining concessions must comply with payment of an annual mining good standing fee, or Mining Good Standing Fee, of U.S.$3.00 per year per hectare in order to maintain the concessions in good standing. The payment starts from the year in which the claim was filed and must be paid for as long as the concessions are held. Holders of mining concessions are also required to meet minimum annual production targets prescribed by law, which will have to be demonstrated in the Annual Consolidated Statement filed with the MEM. Titleholders are entitled to group multiple concessions into Administrative Economic Units to comply with the minimum production requirement, provided certain conditions are met. In the case of mining concessions obtained prior to October 2008, the minimum annual production target for concessions to mine metals is equivalent to U.S.$100.00 per hectare per year.

In the case of mining concessions obtained starting in October 2008, the minimum annual production target for metallic concessions is equivalent to one Fiscal Payment Unit, or UIT, per hectare per year. The UIT is fixed on a yearly basis and is set to equal S/.4,050, or approximately U.S.$1,227, in 2017. La Cima owns mining concessions acquired before and after October 2008 and therefore is subject to both production target requirements. La Cima is currently in compliance with both requirements.

Beneficiation Concessions

Beneficiation or process concessions confer the right to extract or concentrate the valuable substances of an aggregate of minerals and/or to smelt, purify or refine metals through a set of physical, chemical and/or physicochemical processes. As with mining concessions, holders of beneficiation concessions are required to pay the Mining Good Standing Fee, which is calculated on the basis of the production capacity of the processing plant. La Cima was granted a permit for a processing plant with a capacity of 22,320 tonnes per day by the Ministry of Energy and Mines. The current installed capacity of the processing plant is 19,680 tonnes per day. In fiscal 2016, La Cima paid a S/.39,176.10, or approximately U.S.$11,872, Mining Good Standing Fee in connection with its beneficiation concessions.

General Working Concessions

General workings concessions confer the right to render ancillary services to two or more mining concession holders. The following are considered ancillary services: ventilation, drainage, hoisting or extraction in favor of two or more concessions of different concessionaires.

Ore Transportation Concessions

Ore transportation concessions confer the right to install and operate a system for the continuous massive transportation of mineral products between one or more mining centers and a port or beneficiation plant, or a refinery, or along one or more stretches of these routes. The ore transportation system must be non-conventional, such as conveyor belts, pipelines or cable cars, among others. Conventional transportation systems are authorized by the Ministry of Transport and Communications.

Mining Royalty and Other Special Mining Taxes and Charges

In addition to general taxation, mining companies are subject to a special tax regime established, in its current form, in September 2011. With respect to the general taxation regime, relevant changes have been introduced with effect from January 1, 2017 to corporate and dividends income tax rates. For fiscal 2017, the corporate tax rate has been increased from 28% to 29.5%. In turn, the dividends tax rate applicable to non-resident shareholders of Peruvian companies has reduced from 6.8% to 5%.

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The special tax regime is structured around the Mining Royalty Law, the Special Mining Tax Law and the Special Mining Charge Law. The Mining Royalty Law established payment of a mining royalty by owners of mining concessions for the exploitation of metallic and non-metallic resources. This mining royalty was originally calculated on the basis of revenues obtained from the sales of minerals. However, in September 2011, an amendment to the Mining Royalty Law was approved establishing that, as of October 2011, the mining royalty will be determined by applying a sliding scale rate (ranging from 1% to 12%, previously 1% to 3% of sales) based on the quarterly operating profits of mining companies. Mining royalties are deductible for income tax purposes.

Also, in September 2011, the Special Mining Tax Law and the Special Mining Charge Law were enacted. The Special Mining Tax is payable by mining companies that have not executed a Mining Tax Stability Agreement with the MEM. The Special Mining Tax is calculated by applying a sliding scale of rates (ranging from 2% to 8.4%) based on the quarterly operating profits of the mining company and is deductible for income tax purposes. This Special Mining Tax applies to La Cima as the company has not executed a Mining Tax Stability Agreement with the MEM. While the Company has not executed a Mining Tax Stability Agreement, Gold Fields concluded an Investor Stability Agreement, or ISA, with the Private Investment Promotion Agency, or PROINVERSION, which is valid for 10 years and expires in October 2017.

The Special Mining Charge is similar to the Special Mining Tax but applies to mining companies that have executed a Mining Tax Stability Agreement with the MEM and the sliding scale of rates range from 4% to 13.12% based on the quarterly operating profits of mining companies. The Special Mining Charge does not apply to La Cima.

In addition to the above, beginning with their annual income in calendar 2012, mining companies must contribute an amount equivalent to 0.5% of their annual income before taxes to fund the Complementary Retirement Fund for Mining, Metal and Iron and Steel. La Cima disputes the applicability of this provision. Accordingly, it initiated an arbitration against the Peruvian government in fiscal 2014, under the arbitration clause of its Legal Stability Agreement. The arbitration panel declared its legality and applicability to La Cima, so the Company is currently paying this contribution.

Also, since July 2012, mining companies are required to pay an annual supervisory contribution to the OSINERGMIN and OEFA which is set by Supreme Decree. The sum of both contributions may not exceed an amount equivalent to 1% of the total value of annual invoicing for concentrate sales, after deducting VAT. For 2016, contributions to the OSINERGMIN and OEFA are equivalent to 0.19% and 0.15% of annual invoicing respectively. In fiscal 2016, La Cima paid a total of approximately U.S.$950,000 in such contributions. Gold Fields La Cima has paid these contributions under protest and has filed two constitutional actions before OEFA and OSINERGMIN disputing these contributions as unconstitutional and illegal. These actions are still in progress.

Environmental

The environmental impact of mining activities in Peru is regulated by the Regulations on Environmental Protection and Management for Mining Exploitation, Beneficiation, General Labor, Transportation and Storage Activities, which entered into force on March 14, 2015 with the publication of the relevant terms of reference.

According to the above regulations, the following environmental instruments are required to be produced in order to perform mining activities:

• Environmental Impact Declaration, or DIA, and Semi-Detailed Environmental Impact Assessment, or SD-EIA: DIAs and SD-EIAs are required for mining exploration projects, according to the magnitude and impact that the activities intended to be carried out may have on the environment. DIAs and SD-EIAs contain detailed environmental and social information on the area where exploration activities will be carried out, on the project and works to be performed, and on the measures that will be taken to control and mitigate any environmental impacts caused. Recent legislation has been enacted establishing that the initiation of exploration activities needs to have been previously authorized by the DGM. A SD-EIA or DIA is required for such authorization to be obtained.

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• EIA: EIAs are required for new projects, expansions of existing operations and projects moving from the exploration stage to development. EIAs must evaluate the physical, biological, socio-economic and cultural impacts on the environment resulting from the operation of mining projects.

According to Ministerial Resolution N° 120-2014-MEM/DM modifications of mining projects which entail non-significant environmental impacts are required to submit to the authority a Supporting Technical Report, or STRs, which is a simplified EIA. The period for evaluation and approval of STRs by the authority is considerably shorter than an EIA. The number of STRs is restricted to three per mining unit but only for those STRs related to the main mining components (pits, tailings storage facilities, waste rock storage facilities, concentrator plant, among others).

A law regulating mine closures requires mining companies to ensure the availability of the resources necessary for the execution of an adequate mine closure plan, including a mine closure cost estimate, in order to prevent, minimize and control the risks to and negative effects on health, personal safety and the environment that may be generated or may continue after the cessation of mining operations. Furthermore, the law obligates holders of mining concessions to furnish guarantees in favor of the MEM to ensure that they will carry out their mine closure plans in accordance with the environmental protection regulations and to ensure that the MEM has the necessary funds to execute the mine closure plan in the event of non-compliance by the holder of the mining concession. Mine concession holders may satisfy these requirements by providing to the MEM stand-by letters of credit (bank guarantees) to cover the amount of any mine closure plan. La Cima’s mine closure plan for Cerro Corona was approved in 2008 and subsequently amended in 2010, 2011, 2013, 2014 and 2017. This mine closure plan is guaranteed by a bond letter of U.S.$37.8 million, issued by Credit Bank Peru.

Water Quality Standards

In December 2015, the Ministry of Environment passed Supreme Decree N° 15-2015-MINAM, or the Supreme Decree, which modified the Environmental Quality Standards, or the ECA, applicable to water courses. The Supreme Decree is binding from the date of its publication. This regulation established less stringent new parameters in physical and chemical, inorganic, organic, microbiological and parasitological compounds, compared to the previously approved ECA. Under the Supreme Decree, holders of mining activities that are conducting environmental studies had to report to the MEM by February 17, 2016 on whether such instruments complied with the amended ECA, or if they required an adjustment.

In line with this requirement, Gold Fields La Cima, or GFLC, reported that its environmental study needed to be adjusted to the amended ECA; and submitted a response plan to the MWM on March 14, 2017. The plan will be evaluated by the MEM and the approved plan must be implemented by GFLC to comply with the ECA within three years of approval. In the response plan, GFLC proposed management activities to be conducted during the remaining operational period of Cerro Corona, as no specific comments can be made relating to the post closure water treatment plans due to the uncertainties discussed below. In the specific case of GFLC, the response plan relates to the mine’s operational stage only and neither considers nor proposes actions for the closure and post-closure phases. Detailed mine closure activities, including post closure water treatment plans, have to be submitted two years before mine closure, as required by Peruvian legislation. Based on the current life of mine for GFLC, the detailed mine closure plan will be submitted in 2021.

Management has been unable to reliably estimate the post closure water liability at Cerro Corona due to the fact that there are still elements with inherent uncertainty at this point in time, primarily due to the final pit lake elevation not being defined yet, given that the geotechnical and hydrogeological models are still under development. An in-pit drilling campaign will be completed to capture additional data to develop more detailed geotechnical and hydrogeological models to better understand:

• The annual water pumping rate to contain the pit lake to avoid potential seepages from the pit;

• The volumes of water to be collected from the seeps and springs;

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• The quantity of lime or other additives required to prepare the water collected in the pit for further treatment;

• The technology to be used for water treatment since piloting, modelling and other tests need to be done to select the best option and properly cost it; and

• The nature and volumes of the removed contaminants (sludge or solids, which form the wastes resulting from the water treatment).

Besides the aforementioned uncertainties, management will also consider other alternatives for post-closure water management, including:

• Treatment of the pit walls to prevent acid rock drainage generation and reduce the metal load in the water outflows, to avoid in-perpetuity water treatment;

• Partial backfilling of the pit to construct a lined pond in the pit where runoff and other poor quality water can be separated from groundwater, to reduce significantly the volume of water to be treated;

• Measures to mitigate individual springs potentially impacted by stockpiles that might be relocated; and

• Alternative treatment methods that may require less energy/reagents at lower cost.

Once all of the aforementioned activities have been completed, management will have sufficient information to quantify a reliable estimate of the post closure water liability and the associated provision required and will include in the detailed mine closure plan to be submitted in fiscal 2021.

Other permits and Regulations

Another issue at Cerro Corona, though unrelated to the pit lake issue described above, is that on May 23, 2014, La Cima received formal authorization from the Manuel Vasquez Association to relocate the Tomas Spring and to start the permit application process regarding the relocation. On March 6, 2015, La Cima obtained authorization to relocate the water source of the Tomas Spring, which is located inside the final footprint of the tailings storage facility for Cerro Corona, to a higher elevation above the final footprint, in order to continue with the planned expansion of the facility. The construction program and mitigation measures have been implemented. The Tomas Spring was sealed and its water catchment relocated to a higher elevation called TCB-25. The remaining flow of Las Tomas Spring under the seal has been diverted outside the footprint of the TSF to La Hierba creek.

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.

Soil Quality Standards

In April 2013, the government of Peru approved soil quality standards for all industries, including extractive industries. These standards established that all companies that generate an impact on soil as a consequence of their activities must submit a report to the MEM by April 2015 with the characterization of soil quality in their areas of influence and, if applicable, a remediation plan within two years from the date of approval of such report. On April 10, 2015, La Cima submitted to the MEM the report with the results of soil sampling in Cerro Corona and nearby areas. La Cima is awaiting a response from the MEM to continue with the next steps established by the soil quality standards regulation.

Environmental Sanctioning Regime

In July 2014, Law 30230 was enacted to promote investment. Among the measures introduced by Law 30230 included the establishment of a three year moratorium on the imposition of environmental fines by OEFA, which will be in force until July 13, 2017. It is not expected that this moratorium will be extended.

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During this moratorium, OEFA will prioritize the imposition of corrective measures and will only be entitled to impose environmental sanctions in the following exceptional cases: (i) very serious offenses that generate a real and severe damage to human life and health; (ii) activities carried out without a proper environmental instrument, or without the required licenses, or in prohibited areas; (iii) commission of the same infringement within a period of six months.

Social Matters

According to the Environmental Act, every individual is entitled to take part in a responsible manner in decision-making processes related to, and in the establishment and application of, environmental policies and measures, including those related to environmental components, adopted at each government level.

• Citizen Participation: The mining industry in Peru is governed by citizen participation regulations that provide for the responsible participation of individuals in the definition and application of measures, actions and decisions made by competent authorities regarding sustainable operation of mining activities in the country. Mining operators must establish citizen participation mechanisms throughout the life of their projects, from initial exploration to mine closure. The legislation contemplates different types of mechanisms for citizen participation. These include public hearings, informational workshops, opinion surveys, suggestion boxes, technical panels, roundtables, participatory monitoring and permanent office information services, among others.

• Right to Prior Consultation: On August 31, 2011, the Peruvian government approved the Law of Prior Consultation to Indigenous or Tribal Populations recognized in Convention 169 of the International Labor Organization. This law establishes that the Peruvian government must consult in advance with indigenous or tribal populations on legislative or administrative measures (including pending claims for mining concessions) that may directly affect the collective rights related to their physical existence, cultural identity, quality of life or development. This duty of consultation is owed by the Peruvian government, not Gold Fields or investors.

While the final decision to move forward with legislative or administrative measures on which consultation is sought rests with the Peruvian government, even in the absence of agreement, the Peruvian government has an obligation to take all necessary measures to ensure that the collective rights of indigenous or tribal populations are protected.

License to Operate

Introduction

This section deals with the areas of the business that impact Gold Fields’ ability to receive or renew its regulatory licenses to operate as well as societal acceptance of its operations—Gold Fields’ “social license to operate.”

Regulatory licenses are issued by governments at all levels, including national, regional and local, and require first and foremost good corporate citizenship from Gold Fields in terms of adherence to all relevant legislation, including the payment of taxes and other levies.

In Gold Fields’ 2016 Group Performance Scorecard, the Company focuses on the following material “license to operate” issues to the business:

• Environmental stewardship, comprising Energy and Climate Change management (under Business Optimization), Water, Tailings and Waste and Mine Closure; and

• Societal acceptance, comprising Stakeholder engagement, Community relations and Shared Value and Human rights.

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Gold Fields generates and shares significant value for the societies in which it operates. Gold Fields’ total value distribution details the economic value we create at the Group level as well as in Gold Fields’ four countries of operation. During fiscal 2016, Gold Fields’ total value distribution to our stakeholders, as measured by WGC standards, was U.S.$2.5 billion, in the form of payments to governments, capital providers, business suppliers and employees.

Environmental stewardship

Overview

Gold Fields’ approach to environmental management is determined by relevant local legislation and regulations, our sustainable development framework, as well as the ISO 14001 international environmental management system standard, the principles of the ICMM and the UN Global Compact. Additional local priorities are identified through stakeholder consultation. Each of the Group’s operations is certified to ISO 14001.

Internally, Gold Fields has implemented policy statements and four Group-level guidelines, which reflect its environmental priorities. These concern energy and carbon management, water management, tailings management and mine closure. A summary of the Group guidelines can be found on the Gold Fields’ website. These guidelines set out the systems and processes necessary to ensure the application of consistently good environmental management practices across the Group while allowing a degree of adaptation to local circumstances.

To ensure Group-wide conformity with the guidelines, each operation conducts self-assessments to ascertain the levels of conformance with the guidelines. Action plans have been put in place to address any gaps and these will be assessed during fiscal 2017.

During fiscal 2016, the Group spent U.S.$10 million on environmental management (fiscal 2015: U.S.$35 million). Total gross mine closure liabilities in fiscal 2016 were estimated at U.S.$381 million (fiscal 2015: U.S.$353 million).

Environmental incidents

Gold Fields reports environmental incidents using a Level 1 (most minor) to 5 (most severe) scale. Gold Fields has not recorded any Level 4 or 5 environmental incidents in the past six years, thereby achieving its target of zero Level 4 and 5 incidents. During fiscal 2016, Gold Fields did, however, experience 131 Level 2 environmental incidents (fiscal 2015: 67) and three Level 3 environmental incidents (fiscal 2015: five). The details of the Level 3 incidents, which all occurred at Gold Fields’ Ghanaian operations in in the first quarter of fiscal 2016 and required notification to the Ghanaian EPA, were as follows:

• Tarkwa, January 13, 2016: A truck reversed into another service truck, damaging the fuel pumping unit, causing around 10,500 liters of fuel to be spilled. About 8,000 liters were collected for filtration and reuse;

• Tarkwa, March 12, 2016: During working operations a rock hit an excavator’s hydraulic hose, which burst and spilled about 2,900 liters of oil, the bulk of which was cleaned up; and

• Damang, March 27, 2016: After heavy rainfall about 20,000 liters of tailings slurry and supernatant water spilled into a nearby event pond, causing fish in the pond to die. Most of the overflow slurry was returned to the tailings dam. To prevent a recurrence, a return pump was installed to empty the perimeter drain at all times. Additionally, the base wall for the dam perimeter was raised to increase the dam’s capacity.

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Environmental approvals

Environmental approvals from the relevant regulator are a prerequisite for construction, operations and mine closure as well as new projects or expansions of existing operations. Large projects require EIAs as part of the decision-making process and to identify, mitigate and manage environmental impacts. Gold Fields’ mines have for the most part developed sound working relationships with environmental authorities, which ensure that new projects and mine developments adhere to leading environmental standards.

During fiscal 2016, extensive engagement with environmental regulators ensured that we received approval for a number of key projects at our operations, including:

• In December 2016, St. Ives received approval from the Western Australian EPA to mine five new areas on Lake Lefroy, the salt lake on the mine’s tenement. Projects approved include the future underground operation at Invincible and the Neptune Invincible South, Incredible and Pistol Club open pits;

• St. Ives has also submitted extended expansion plans for the mine entitled “Beyond 2018” which would impact a further 7,000ha on the tenement. The EPA has ruled that a full public environmental review process is required for these plans. This process includes environmental impact assessments and heritage surveys;

• The Western Australian EPA also approved the Gruyere Gold Project, which is a joint venture between Gold Fields and Gold Road;

• A mine closure plan has been submitted for the St. Ives mine and Cerro Corona is preparing to submit its eighth update of the mine’s EIA, which includes seeking permission for pit extensions as well as drilling downstream of the current tailings dam;

• The Chilean General Water Directorate granted water rights for our Salares Norte project in December 2016, after an engagement process of almost two years;

• The Salares Norte land (easement) application for almost 1,900ha was granted for a duration of 30 years following a process lasting more than two years;

• South Deep finalized and submitted the consolidation of its approved EMP reports to the DMR for approval;

• The Ghanaian EPA has issued the environmental certificate for the Tarkwa mine, valid from November 2015 to November 2018. The certificate excludes the construction and operation of the Tailings Storage Facility 5, which is still at permitting stage;

• Tarkwa is awaiting approval from the Ghanaian EPA for the decommissioning and reclamation of its heap leach facilities; and

• At Damang, the Ghana Minerals Commission approved the raising of the ETSF.

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Group Environmental Performance

The table below depicts the Group environmental performance for the periods indicated.

	Fiscal 2016		Fiscal 2015		Fiscal 2014		Fiscal 2013
Environmental incidents (Level 3)(1)		3		5		4		3
Water withdrawal (Ml)(2)		30,321		35,247		30,207		30,302
Water recycled/used (Ml)		44,274		43,120		42,409		33,453
Water discharge (Ml)		15,102		18,492		11,620		2,526
Gross closure costs (provisions) (U.S.$ millions)		381		353		391		355
CO2 emissions (scope 1 and 2) (‘000 tonnes)(3)(4)		1,964		1,323		1,258		1,235
CO2 emissions (scope 3) (‘000 tonnes)(3)(4)		450		431		436		496
Electricity (MWh)(2)		1,400,422		1,322,353		1,338,074		1,382,105
Diesel (TJ)(2)		6,609		6,930		6,066		5,509
Carbon emission intensity (tonnes CO2-e/oz)		0.69		0.59		0.55		0.61
NOx, SOx and other emissions (tonnes)		21,450		21,073		20,084		17,942
Cyanide consumption (tonnes)		7,061		7,820		10,660		13,660
Mining waste (‘000 tonnes)		187,036		167,357		138,522		190,007
Materials (‘000 tonnes)		162		145		144		176

Notes:

(1) Levels 1 and 2 involve minor incidents or non-conformances, with negligible or short-term limited impact. A Level 3 incident results in limited non-conformance or non-compliance that result in ongoing but limited environmental impact. Level 4 and 5 incidents include major non-conformances or non-compliances, which could result in long-term environmental harm, with company or operation-threatening implications.

(2) The numbers disclosed only include our operations, as regional and the corporate head offices are not considered to be material.

(3) The CO₂ emissions numbers include head offices.

(4) Scope 1 emissions are those arising directly from sources managed by the company. Scope 2 emissions are indirect emissions generated in the production of electricity used by the Company. Scope 3 emissions arise as a consequence of the activities of the Company.

Water

Water management is a critical long-term issue for the mining industry for a number of reasons:

• Mining can require large volumes of water and may take place in locations that are already water-scarce;

• Poor water management can have significant social and political consequences. Local communities are affected by water scarcity and insufficient water infrastructure among other issues; and

• Water is an important conduit for the potential spread of pollution (whether as a result of an immediate incident or the gradual build-up and movement of contaminants over time) making it a critical compliance issue.

In this context, Gold Fields remains committed to responsible water stewardship, both for the benefit of host communities and for its own operations. This means delivering enhanced operational security through innovative technologies with optimal water conservation and demand management practices.

This involves:

• Measuring and reporting on water management performance;

• Integrating water management into mine planning;

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• Complying with regulatory requirements and, where feasible, going beyond compliance requirements; and

• Leaving an enduring, positive legacy that extends beyond mine closure.

Each operation implements an Environmental Management System, or EMS, through which it, among others, assesses, manages, monitors and reports on water use and the quality of any discharges. During fiscal 2016, Gold Fields spent a total of U.S.$16 million on water management and projects. Water withdrawal across the Group decreased to 30,321Mℓ (fiscal 2015: 35,247Mℓ), and, amid stable Group gold production, water withdrawal per ounce produced was down from 15.77Kℓ in fiscal 2015 to 13.67kℓ in fiscal 2016. Total water recycled or reused remained steady at 44,274 Mℓ (fiscal 2015: 43,120 Mℓ).

The main reasons for the change in water withdrawal were:

• A change in the internal definition of water withdrawal to align with the Minerals Council of Australia’s water accounting framework;

• Significantly reduced water withdrawal at Cerra Corona, largely due to drought conditions;

• During 2015, St. Ives had high water withdrawals from opening up three new pits. This was not repeated in 2016; and

• Increased water withdrawal at South Deep due to the refilling of South Deep’s water storage dams and increased production demand.

Gold Fields also benchmarks its water usage by participating in the CDP water disclosure program. For fiscal 2016, Gold Fields achieved an A- in the CDP water assessment, which is an improvement from last year’s score of B. The CDP’s water score is an indicator of a company’s commitment to transparency around its water risks, and the sufficiency of its response to them.

As a member of the ICMM, Gold Fields subscribes to the ICMM’s new commitments on water stewardship, which were released in January 2017. The ICMM’s position statement is binding on all members within two years and requires them to apply strong and transparent water governance; manage water at operations effectively; and collaborate to achieve responsible and sustainable water use.

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The graphs below set out the Group’s water withdrawal, water recycled/reused and water withdrawal per ounce of gold produced for the periods indicated.

Regions

During fiscal 2016, predictive and dynamic water balances were developed at all operations, except Damang, using hydrology software systems. Damang will install its system during fiscal 2017. These enable the mines to account for the water inputs to and outputs from their operations and for the flows within the system. Post-closure water management plans were also put into place or are currently being developed at the mines as part of their mine closure plans.

Americas

Water Balance

Water is a critical issue for communities in Peru and a large part of the active resistance by communities to mining is over perceived or actual water pollution by mines. Cerro Corona has proactive engagements with community organizations and local governments in terms of which it is a large supplier of potable water to the communities. During fiscal 2016, Cerro Corona invested over U.S.$3 million in developing and upgrading water systems for nearby communities.

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Updates to Cerro Corona’s geochemical and hydrogeological models will be completed during fiscal 2017 and will serve as input to the mine’s post-closure water management plan.

Salares Norte

Water rights at this project were granted by the regulator in December 2016. The water rights total 114ℓ per second from a nearby reservoir with sufficient supplies. The granting of the rights is a critical step in developing the project, which is situated in the Atacama Desert in northern Chile.

Australia

Water Balance

Water balances with links to appropriate water management plans have been developed for all four mines in the portfolio. Granny Smith’s water balance is the most advanced, being both dynamic and predictive, and the lessons learnt have been applied to the other operations’ water balances.

Post-closure water management is integrated into each mine’s closure plans. St. Ives has progressed furthest, having submitted its closure plan to the regulator at the end of fiscal 2016. Agnew and Darlot are on track to submit in fiscal 2017 and Granny Smith in fiscal 2018.

Water Security

Water security poses a significant challenge for the region’s mines, all of which are based in arid areas of Western Australia. St. Ives and Granny Smith have water agreements with outside providers. St. Ives’ water agreement was renewed early in fiscal 2015. Granny Smith’s agreement with a neighboring company for the provision of potable water was revised and signed off in late fiscal 2016.

At Agnew/Lawlers, a hydrological study on the Fairyland borefield suggests that the facility can be expanded to provide more water than the current design allows. This will supplement the existing water supply at the mine.

Darlot, which Gold Fields has put up for sale, is in the process of entering into an agreement with the nearby Murrin Murrin mine. Murrin Murrin is sourcing water from the same aquifer as Darlot, but will now be provided with supplementary water from their nearby Grey Mare borefield. This supplementary water supply will allow supply from the Darlot borefield to be reduced and the aquifer to be recharged.

South Africa

Water Balance

New water balance software was implemented at South Deep with links to appropriate water management plans. Extension of the system to underground operations is being considered for fiscal 2017. During fiscal 2016, South Deep completed Phase 1 of its post-closure water management plan, which assessed risks for mines that are hydraulically connected to South Deep, including Sibanye Gold’s adjacent Ezulwini mine, which has applied to the regulator for closure permission. Phase 2 of the plan will be initiated in fiscal 2017 and will consider any potential legacy groundwater contamination.

In July 2016, South Deep became the first facility outside the United States to pilot a new automated water quality monitoring technology. Funded by the US Department of Energy and developed by a private US firm, the tool detects heavy metals in water and signals an immediate warning if levels are too high. It enables unattended operations for up to 30 days, while measuring water samples every two minutes and at low concentration levels. In early fiscal 2017, Gold Fields decided not to carry out a full trial as the technology requires refinements based on the outcomes of the pilot.

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Recycling and Conservation

South Africa currently finds itself in a drought cycle that is one of the worst in 40 years, though good rains have fallen in early 2017. The implementation of water recycling and conservation practices is therefore critical at South Deep mine. Water awareness initiatives have been introduced to encourage a reduction in water consumption. In addition, no water is discharged from the mine, other than treated sewage effluent, in accordance with the requirements of the DWS.

The drought meant that the three reverse osmosis, or RO, plants that were installed at South Deep over the past two years to treat process water and reduce the intake of municipal water, could not be operated for much of the year. Currently, only one of the three RO plants is operational. Three RO plants have been installed underground to supply drinking water.

Water Security

Due to the drought conditions experienced at South Deep, as well as an increase in water use by the mine, the mine experienced water supply shortages during fiscal 2015 and fiscal 2016. South Deep submitted an application to amend its 2011 water use license in May 2015, which is still being reviewed by the DWS. In 2015, South Deep concluded a water supply agreement with Sibanye Gold to supply water from Sibanye’s Ezulwini mine, via the Leeuspruit stream. The plan to secure water to support South Deep during production ramp-up could also be negatively impacted by Sibanye’s announcement on August 31, 2016 that it will be closing the Ezulwini (Cooke 4) mine. South Deep is currently assessing the implications of the closure if such application were granted.

Furthermore, a Sibanye Gold and Gold Fields joint working group was established early in fiscal 2016 to identify and remedy potential contamination of the Leeuspruit river caused by decades of mining in the area. A large amount of data has already been collected by both Sibanye Gold and South Deep over the years and during fiscal 2017 new data relating to surface- and ground water, aquatic bio-monitoring and radiation will be collated and interpreted. This data will assist in determining the necessary remedial action, if any. The project is expected to be completed during fiscal 2017.

Acid Rock Drainage

South Deep implements a range of measures to prevent or contain ARD and there were no material cases of ARD reported in fiscal 2016. Pro-active measures include removal of the old South Shaft waste rock dump and revegetation of the mine’s environmental footprint, which was a potential source of ARD and other contamination, and ongoing water monitoring, containment of any ARD generation on the old tailings facilities and water-treatment solutions that purify surplus fissure and process water to a potable standard. Underground ARD generation is well managed during the operational phase by ongoing pumping to the surface of the underground water.

Other key water management initiatives undertaken at South Deep during fiscal 2016 include:

• Studying plume mitigation measures at the Doornpoort TSF and the old TSFs with implementation scheduled for fiscal 2017; and

• Maintaining vegetation of the mine’s two historic TSFs, which has reduced the generation of wind-blown dust to well below the legislated airborne dust level limits.

Waste and tailing

Operational Waste

The most significant waste materials produced by Gold Fields’ operations are tailings, waste rock, chemical waste and hydrocarbon waste. Gold mining requires large volumes of blasting agents, hydrochloric acid, lime,

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cyanide, cement and caustic soda (sodium hydroxide), all of which are used on an ongoing basis. All of Gold Fields’ operations, except Cerro Corona, which does not use cyanide, have International Cyanide Management Code, or ICMC, certifications, which are renewable every three years. The St. Ives mine is currently in the process of re-certification following an initial negative finding by the ICMI. The external auditors have recommended re-certification and the ICMI is currently evaluating their findings.

All of Gold Fields’ operations have tailings management plans in place, including closure and post-closure management plans. In total, these operations have 27 TSFs of which 16 are active. All TSFs, as well as associated pipeline and pumping infrastructure, are subject to a Group audit every three years (or more frequently where required by local circumstances or regulations) as well as regular inspection and formal annual reporting. Gold Fields’ last Group-wide TSF audit was conducted in fiscal 2014, the next one will take place during fiscal 2017 or early fiscal 2018, once an internal review of our facilities has been completed.

Gold Fields has set a target to maintain the general landfill waste quantity at fiscal 2015 levels, by ensuring a reduction in the waste that reaches landfill through greater use of recycling and on-site waste separation.

ICMM Tailings Review

In response to high-profile tailings failures at both Mount Polley (Canada, August 2014) and Samarco (Brazil, November 2015), the ICMM, of which Gold Fields is a member, together with 22 other leading global mining companies, announced in December 2015 its intention to implement a global review of tailings storage facility standards and critical controls across member companies. The resultant working group is chaired by Gold Fields. A position statement, comprising a commitment to implement a new ICMM governance framework was released in December 2016.

Gold Fields supports the position of the ICMM and the Group has committed to review its tailings management guidelines in early fiscal 2017 to ensure compliance with the new framework. As outlined above, internal and external Group-wide tailings audits will be conducted during fiscal 2017 to ensure Gold Fields meets the ICMM’s new framework as well as having critical controls in place to manage potential risks.

Regions

In fiscal 2016, the Group took the following steps towards managing waste in a safe and responsible manner:

Australia

At Agnew/Lawlers, Gold Fields installed monitoring bores and conducted a hydrological review of the area in the third quarter of fiscal 2016. These projects were implemented in anticipation of using the Songvang pit for tailings disposal.

Gold Fields also began preparing for the rehabilitation of the old TSF that serviced the Lawlers processing plant. The plan was approved by the regulators, and rehabilitation of the facility by a contractor will commence mid-fiscal 2017 when climatic conditions are favorable.

At Granny Smith, we continued to experience groundwater mounding around the tailings storage facility as a result of seepage. Groundwater mounding is a common issue in Western Australia and regulators usually require that the groundwater levels be kept at depths greater than 4m to safeguard surrounding vegetation. To address this concern, a management plan was adopted which included the installation of additional bores to recover water. The bores have the added advantage of providing an important source of water for the processing plant.

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At the St. Ives mine, the Leviathan in-pit tailings facility started receiving tailings depositions after final regulatory approval was granted in fiscal 2015. The facility is set to save the mine around A$50 million (U.S.$38 million) in TSF construction and closure liabilities over LoM.

During the year, the FSE joint venture in the Philippines engaged independent experts to undertake a technical audit of the TD5A tailings storage facility, which is owned by Lepanto Mining, our JV partner at FSE. The audit report concluded that the facility was well managed and laid out further recommendations for enhancements, which are being implemented.

South Africa

At South Deep, an integrated waste management plan was initiated, which is designed to compile a waste inventory, develop a management strategy and propose viable recycling initiatives for various waste streams. The plan will be fully implemented during fiscal 2017. As part of this plan the waste transfer station at South Deep will be upgraded to incorporate a general waste recycling initiative that generates employment for community members.

Reprocessing of tailings from the two old TSFs at South Deep continued for use in the backfill plant, though this was slowed down amid the water shortages experienced in South Africa during fiscal 2016.

West Africa

As part of the ongoing production and long-term growth at Tarkwa and Damang new TSF capacity is required. The regional management has been working on a multi-pronged approach for a number of TSFs. Progress at the Tarkwa TSFs during fiscal 2016 was as follows:

• TSF 2: The wall raise was completed during fiscal 2016 and the Minerals Commission has given approval for the deposition of tailings;

• TSF 3: The National Tailings Dam Committee reviewed the wall raise design document and work commenced after approval from the Minerals Commission. The mine is awaiting review comments from the Ghanaian EPA; and

• TSF 5: Basin preparation for this new TSF has been completed and lining has started with general work set to be completed by mid-fiscal 2017. Written approval for the work was received from the Minerals Commission and payment of permit fees was made to the Ghanaian EPA.

The Ghanaian EPA is also currently reviewing Tarkwa’s final plan for the decommissioning and reclamation of the mine’s heap leach facilities. In the meantime, the mine has planted cover grass on the facilities to reduce wash outs.

The Damang Reinvestment Plan has necessitated accelerating the construction of the FETSF as the existing ETSF is approaching full capacity. An interim 2.5m raise was started at the ETSF during fiscal 2016 and should be completed during the first quarter of fiscal 2017, providing an additional 3.6Mt tailings capacity. Stage 1 of the FETSF is planned for completion by the end of fiscal 2017 and will provide 20Mt capacity. Further future lifts of the FETSF will cater for all tailings for the new eight-year LoM at Damang.

Waste Rock

Both underground and open-pit operations produce substantial volumes of waste rock. This is kept in managed waste rock dumps, which are subject to comprehensive rehabilitation through the application of cover material, usually topsoil and vegetation, once they are no longer in use. Total waste volumes for the Group increased by 14% to 148m tonnes during fiscal 2016.

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During fiscal 2016, two major projects to enhance waste management at Cerro Corona were completed: the expansion of the waste rock storage facility and the re-design and re-location of a topsoil stockpile to allow for optimized usage.

South Deep completed the removal of the old South Shaft waste rock dump in fiscal 2016.

Group-wide waste rock volumes are set to rise in fiscal 2017 as the Damang mine in Ghana commences its Damang Reinvestment Plan with major cutbacks at the Damang Pit, which involves 265m of pre-strip to a total depth of 341m to access the base of the existing pit.

Mine closure

Sustainable and integrated mine closure remains one of Gold Fields’ five key sustainability focus areas. In 2016, we continued to increase our efforts aimed at improving mine closure planning, management and financial provisioning processes. This was necessitated by changing legal requirements in South Africa and Australia, updated business plans as well as growing societal expectations.

Gold Fields’ 2013 Group Mine Closure Guideline was reviewed in fiscal 2016, with the aim of commencing the roll out of the revised guideline from fiscal 2017. This review was largely necessitated by the need to move towards more integrated mine closure planning and processes. Key changes to the guideline include:

• Care and maintenance planning;

• Broadening closure planning aspects to include long-term business planning and community socio-economic requirements, in addition to the environmental aspects; and

• Aligning closure risks with Group risk processes and mitigation plans.

Our 2020 objective is to implement fully integrated mine closure management that in the long-term will reduce the Group’s closure liabilities.

Mine Closure Liabilities

The total gross mine closure liability for Gold Fields has increased by 8% from U.S.$353 million in fiscal 2015 to U.S.$381 million in fiscal 2016. This can be mostly attributed to:

• A significant increase in the net area disturbed at the Damang mine in Ghana;

• An increase of over a third for the waste storage and TSF areas at Cerro Corona in Peru; and

• A change in how the TSF plume pumping costs are calculated and updated survey data compiled at South Deep mine in South Africa.

The funding methods used in each region to make provision for the mine closure cost estimates are:

• Ghana—reclamation bonds underwritten by banks and restricted cash;

• South Africa—contributions into environmental trust funds and guarantees;

• Australia—existing cash resources; and

• Peru—bank guarantees.

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The percentage contribution to the total closure liability per region as well as the percentage secured through the above-listed mechanisms for fiscal 2016 are:

Region	% of Group		Fiscal 2016 Total		Fiscal 2015 Total		% Secured
	(%)		(U.S.$)				(%)
Australia		48		181,822,430		186,007,171		0	(1)
South Africa		10		37,071,145		28,959,039		100
West Africa		28		105,271,633		91,519,303		77
Americas		15		56,593,886		46,663,873		56
Totals		100		380,759,094		353,149,387		40

Note:

(1) Due to legislative changes in Western Australia that came into effect in in July 2014, there is no longer a legal obligation to have unconditional performance bonds in place for mine closure liabilities. Companies are now required to pay a levy to the state based on the total mine closure liability. This levy is 1% of the total liability per mine, paid annually. This levy goes into a state administered fund known as the Mine Rehabilitation Fund and is similar to the U.S. Superfund where monies and interest from the fund will be used to rehabilitate legacy sites or sites that have prematurely closed or been abandoned. Company specific liabilities for active mines are therefore unfunded.

Government relations

As the issuers of mining licenses, developers of policy and enforcers of regulations, host governments are among Gold Fields’ most important stakeholders. Engagement with national governments typically takes place on a collective basis through local chambers of mines. Gold Fields also regularly engages with regional regulatory authorities and local government in its host communities.

Gold Fields fully complies with the fiscal and taxation regulations and laws of the countries in which it operates, understanding that these fiscal contributions are critical to fund governments, its employees and public sector infrastructure and projects. Gold Fields does not provide financial contributions to political parties and lobby groups unless explicitly approved by the Board.

During fiscal 2016, national elections were held in three of the countries in which we operate: Australia, Ghana and Peru. In Ghana and Peru new political parties came to power and formed the national government. We are committed to working with the new governments, as we were with the outgoing ones, in establishing sound working relationships that benefit the countries and host communities.

Ghana

In March 2016, Gold Fields Ghana entered into a Development Agreement with the government of Ghana for both the Tarkwa and Damang mines. The agreement was ratified by the country’s parliament on March 17, 2016. Prior to this, the playing field in Ghana’s mining industry had been uneven, given that some of Gold Fields’ peers had been operating under the protection of similar agreements. The negotiations for this agreement commenced in 2011.

The highlights of the agreement include:

• A reduction in the corporate tax rate from 35.0% to 32.5%, effective March 17, 2016;

• A change in the royalty rate from a flat 5% of revenue to a sliding scale royalty based on the gold price (as per table below), with effect from January 1, 2017;

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The table below sets out the sliding scale royalty based on the gold price, which came in effect from January 1, 2017.

Royalty rate	Gold price
	(U.S.$/oz)
3.0%		0 - 1,299.99
3.5%		1,300 - 1,449.99
4.0%		1,450 - 2,299.99
5.0%		2,300 - unlimited

• The term of the agreement, effective from March 17, 2016, will be for a period of 11 years for Tarkwa and nine years for Damang, each renewable for an additional five years; and

• Tarkwa and Damang commit to investments of U.S.$500 million each for the period of the agreement. The Development Agreement could be extended by a further five years each should additional investments of U.S.$300 million be made.

Gold Fields Ghana also made a number of other commitments in terms of the Development Agreement:

• Funding the construction of the 29km road between Tarkwa and Damang, estimated at a cost of U.S.$17 million;

• Tarkwa to pay the SGMC compensation for assets that have been used by the mine since the divestiture of SGMC; and

• In a year where dividends are not declared and paid, Tarkwa and Damang will make an advance payment of 5% of profits after tax that year to the state, which will be offset against an eventual dividend payment.

As a result of the Development Agreement, Gold Fields Ghana committed to a U.S.$341 million reinvestment in Damang, an investment that extends the life of the mine by eight years and has significant socio-economic benefits for communities around Damang. The Development Agreement will also lead to significant cost and cash flow benefits for the Tarkwa mine, enabling it to invest in future expansion when required.

Ghana is a key region for Gold Fields and this Development Agreement cements our status as one of the largest contributors to the country’s fiscus. In fiscal 2016, Gold Fields paid over U.S.$86 million in direct taxes, royalties and dividends to the government of Ghana. This made Gold Fields Ghana the highest taxpayer in Ghana in fiscal 2016, as confirmed by the Ghana Revenue Authority.

Australia

In fiscal 2016, Gold Fields joined with its peers in Western Australia to form the Gold Industry Group to continue highlighting the industry’s contribution to the Western Australian economy and to job creation. This follows on the successful cooperation by miners to campaign against a review of the royalties charged on mining in fiscal 2015. Gold Fields plays a prominent role in the leadership of the industry group.

South Africa

From a regulatory perspective, Gold Fields’ operation in South Africa is guided primarily by the MPRDA. In 2013, critical amendments to the MPRDA were tabled by the government in the MPRDB, but the bill was sent back to parliament for consideration. Amid differing policy priorities by various government departments and jurisdictions, the bill has still not been ratified.

One of the key requirements of the MPRDA is to facilitate meaningful and substantial participation of HDSAs in the mining industry. To provide guidance on this open-ended requirement, the Mining Charter, as revised in 2010, was published providing for a range of empowerment actions and a corollary time frame. All

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mining rights holders (including South Deep as the mining rights holder) are required to submit an annual compliance assessment to the DMR on progress made against meeting the annual targets in the Charter. Gold Fields continues to comply with this process.

On March 31, 2015, the Chamber reported that the DMR believes that empowerment transactions by mining companies concluded after 2004 where the HDSA ownership level has fallen due to HDSA disposal of assets or for other reasons, should not be included in the calculation of HDSA ownership for the purposes of, among other things, the 26% HDSA ownership guideline under the Mining Charter. The position of Gold Fields is consistent with that of the Chamber, and it is that such empowerment transactions should be included in the calculation of HDSA ownership. The DMR and the Chamber agreed to approach the South African courts jointly to seek a declaratory order that will provide a ruling on the relevant legislation and the status of the Mining Charter, including clarity on the status of previous empowerment transactions concluded by mining companies. The court is yet to hear the Main Application, which has not been enrolled pending an attempt to settle the Main Application outside of court.

On April 15, 2016, the DMR published the New Draft Mining Charter. The New Draft Mining Charter was open for public comment and various submissions on the New Draft Mining Charter were made as part of the public commentary process. During the latter part of 2016, the Chamber and the DMR initiated consultation in relation to the New Draft Mining Charter, which is continuing. The Minister of Mineral Resources announced on February 6, 2017, that a revised version of the New Draft Mining Charter would be published in the government gazette in March, 2017. A revised version of the New Draft Mining Charter is yet to be published in the government gazette.

Throughout fiscal 2015 and early fiscal 2016, the Chamber engaged with government directly on the long term sustainability of the industry and a number of other issues confronting the sector. A tripartite forum, called Project Phakisa, comprising industry, government and organized labor, was established, followed by extensive engagement programs to map out future growth and empowerment of the South African mining industry. As at March 2017, no meaningful government strategies or policies had yet emanated from this engagement process.

Mining Charter Scorecard (L3)

All mining rights holders (including South Deep as the mining rights holder) are required to submit an annual compliance assessment to the DMR on progress made against meeting the annual targets in the Mining Charter.

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An updated Mining Charter was set to be presented in fiscal 2016 but had not been released by March 2017. Amid the absence of new criteria and targets, Gold Fields has updated its Mining Charter performance and compliance in line with an online scorecard created by the DMR in early fiscal 2015 for the reporting of 2014 performance. The 2014 criteria and targets have remained unchanged and are applicable for fiscal 2015 and fiscal 2016. The fiscal 2016 scorecard is below.

MINING CHARTER SCORECARD

Element	Description	Measure	2014 Mining Charter Compliance Target	Progress Against Targets as at December 31, 2016
Reporting	Report on the level of compliance with the Revised Charter for the calendar year.	Documentary proof of reciept from the DMR	Annually	Target met (Annual Submission)
Ownership	Minimum target for effective HDSA ownership.	Meaningful economic participation.	26%	35%
Housing and living conditions	Conversion and upgrading hostels to attain the occupancy rate of one person per room.	Percentage reduction of occupancy rate towards 2014 target.	Occupancy rate of one person per room	0.93 person per room ratio
	Conversion and upgrading hostels into family units.	Percentage conversion of hostels into family units.	Family units established	100%
Procurement and enterprise development	Procurement spent on BEE entity	Capital goods	40%	89%
		Services	70%	81%
		Consumable goods	50%	83%
	Multi-national suppliers’ contribution to the social fund.	Annual spend on procurement from multi-national suppliers.	0.5% of procurement value	0.77%
Employment equity	Diversification of the workplace to reflect the country’s demographics to attain competitiveness.	Top management (Board)	40%	50%
		Senior management	40%	60%
		Middle management	40%	60%
		Junior management	40%	54%
		Core and critical skills	40%	71%
Human resources development	Developing requisite skills, including support for South Africa-based research and development initiatives intended to develop solutions in exploration, mining, processing, technology, mining, beneficiation as well as environmental conservation.	Human resources development expenditure as a percentage of total annual payroll (excluding mandatory skills development levy).	5%	9.65% (R 180.6 million)

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Element	Description	Measure	2014 Mining Charter Compliance Target	Progress Against Targets as at December 31, 2016
Mine community development	Conduct ethnographic community consultative and collaborative processes to delineate community needs analysis.	Implement approved community projects.	Up-to-date project implementation	83% project implementation (not assured). R55.6 million was spend on SED (including Community Trusts). 20% of the SED spend (R11.3 million), was spent on implementation of community projects, approved in the SLP.
Sustainable development and growth	Improvement of the industry’s environmental management	Implementation of approved environmental management programs (EMP’s)	100%	100% An EMP performance assessment was undertaken in the first quarter of fiscal 2016. The assessment was conducted by ECO Partners consulting in terms of Regulation 55 of the MPRDA. The results of the assessment were submitted to the DMR in April 2016. South Deep is also ISO 14001 certified, which assists tracking the implementation of the EMP commitments. In addition, the mine commissions annual reviews of the mine closure cost estimates, using independent experts.
	Improvement of the industry’s mine health and safety performance	Implementation of tripartite action plan on health and safety	100%	86%
	Utilization of South Africa-based research facilities for analysis of samples across the mining value	Percentage of samples in South African facilities	100%	100%

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Element	Description	Measure	2014 Mining Charter Compliance Target	Progress Against Targets as at December 31, 2016
Beneficiation	Contribution towards beneficiation	Added production volume contribution to local value addition beyond the baseline	Section 26 of MPRDA (% of above baseline)	Current regulations and guidelines are not clear in relation to the baseline levels and targets. However, Gold Fields has made a capital intensive investment in our smelting facility at South Deep, which adds significant value to the gold being mined as well as creating jobs. Gold Fields also owns 2.76% of Rand Refinery, which has established the “Gold Zone”. The aim is for the Gold Zone to become a major hub for precious metals fabrication in South Africa for global export, while at the same time assisting local communities with skills development (including beneficiation).

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Technology and Innovation

Gold Fields established a new T&I division during fiscal 2016, led by Richard J. Butcher (EVP: Technical), who joined the Group in February 2016. This division has technical oversight throughout the Group and has developed a new T&I strategy by determining the best ways to improve safety, increase production and reduce operating costs.

The long-term transformational goals for the company are defined by the T&I strategy. The thrust of the strategy is to modernize, integrate and optimize existing systems and processes before moving into mine automation.

The strategy envisages three distinct phases, namely:

• Horizon 1 (1 - 2 years): Foundational phase;

• Horizon 2 (3 - 7 years): Transformational to the Gold Fields Mine of the Future; and

• Horizon 3 (7 years +): The Gold Fields Mine of the Future.

The ultimate goal of the strategy is to work towards the “Gold Fields Mine of the Future”, which will be premised on automation, an integrated digital data platform, remote machine operation, virtual reality and reduced mining waste.

Recent advances in digitization, automation and mechanization highlight the importance of having strategies in place to implement new technologies. In addition, partnerships with IT companies and OEMs that are leaders in the field will be integral to a successful T&I strategy.

As part of Horizon 1 Gold Fields has identified opportunities to boost efficiencies within Gold Fields’ current regional portfolios, which span the exploration, mining and processing areas of the mining value chain:

• The key focus for the Australia region is streamlining exploration time through real time data management and the use of leading practice technologies. This work is being led by a centralized team which will focus on geochemistry, geophysics and analysis of existing geological data;

• In Ghana, the focus will be on data analysis to achieve end-to-end business optimization. A key part of this program is to complete fleet automation studies and trials, which could eventually serve as a business case for other open pit automation throughout the Group;

• The South Deep mine will upgrade its underground wireless connectivity and radio-communications systems, which will enable it to use technologies such as online maintenance and dispatch systems and remote operating equipment more effectively;

• The Cerro Corona mine will be using upgraded operating software and a new dispatch system that will focus on porphyry ore blending to reduce variation of stock feed, thereby optimizing plant recoveries; and

• One of our Australian operations will investigate the potential for a fully-automated underground trial mine.

Energy and Climate Change

Mining and processing of gold is an energy intensive process, exacerbated by changing ore geology, declining grades, longer hauling distances and increasing mine depths. The management of energy use and adapting to the adverse impacts of climate change are material for virtually every country and company across the world. As such, sustainable energy use and climate change mitigation and adaptation have been identified as one of Gold Fields’ top five sustainability priorities until fiscal 2020.

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With energy spend accounting for a significant portion of Gold Fields’ operating costs (fiscal 2016: 19%, fiscal 2015: 22%, fiscal 2014: 21%), energy efficiency and cost savings initiatives are critical components of Group-wide cost saving initiatives.

Integrated Energy and Carbon Management

Through its integrated energy and carbon management strategy, Gold Fields integrates energy and carbon management into all aspects of its business to ensure energy security, improved management of energy costs, improved energy efficiencies and sustainable reduction of its carbon footprint. Full details of Gold Fields operational energy consumption and carbon emissions data is contained on our website. Some of the salient features of Gold Fields energy and carbon performance in fiscal 2016 were:

• Group energy spend declined from U.S.$312 million (U.S.$139/oz) in fiscal 2015 to U.S.$289 million (U.S.$130/oz) in fiscal 2016;

• Total energy consumption increased by 4% to 11,696,446GJ from 11,240,369GJ in fiscal 2015. Of total energy consumption during fiscal 2016, 57% comprised diesel (6,607,770GJ) and 43% electricity (5,041,518GJ) similar to the split in fiscal 2015;

• Group electricity consumption was 1,400,422MWh, a 6% increase on fiscal 2015. This reflected higher gold production (up by 47%) at South Deep, increased tonnes mined throughout the Group, the addition of ventilation shafts at our Australian operations and increased dewatering due to heavy rains at the Australian and Ghanaian mines;

• Diesel consumption reduced by 4.7% from 192,518kℓ in fiscal 2015 to 183,498kℓ due to the commissioning of the gas plant at Granny Smith, reduced usage of diesel power generators at Damang, optimized mining operations and fuel management initiatives implemented at our mines. Diesel consumption increased at the Tarkwa and St. Ives mines;

• Diesel spending reduced by 13% to U.S.$129 million (fiscal 2015: U.S.$149 million) amid a stagnant oil price and reduced diesel usage at the operations; with a 1.2% modest decline in our electricity spend to U.S.$160 million (fiscal 2015: U.S.$162 million);

• Commissioning of gas-powered power generation technologies at Granny Smith, Tarkwa and Damang as part of our ongoing switch to low-carbon, alternate and renewable energy sources;

• Continued commitment to using 20% renewable energy on all new projects over the LoM of these projects. Salares Norte in Chile is currently undergoing an evaluation; and

• Total carbon emissions increased by 12% to 1,963,758t CO₂-eq from 1,753,163t CO₂-eq emissions in fiscal 2015. Our scope 1 emissions rose due to higher diesel consumption, while our scope 2 increased due to country-specific emissions factors.

In fiscal 2016, low global oil prices and a stagnant gold price made some of our fuel-switching energy initiatives not economically viable. Despite the difficult economic and tough physical conditions of gold mining, Gold Fields still managed to achieve some energy savings and carbon emissions reductions in fiscal 2016. These included:

• Energy savings of 323TJ - 3% of our fiscal 2016 energy budget;

• Financial savings of U.S.$11 million from energy initiatives - our target was U.S.$21 million; and

• Avoidance of carbon emissions totaling 56,005t CO₂-eq as a result of the energy and carbon reduction initiatives.

Group energy budgets, energy savings and carbon reduction target estimates are determined at the beginning of each year, against the annual production plan. Thus, changes in the production will directly affect ability to reach the target estimates.

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Most critically though is that our average energy spend per ounce of gold produced declined by 6.3% to U.S.$130/oz in fiscal 2016 (fiscal 2015: U.S.$139/oz, fiscal 2014: U.S.$158/oz). Energy efficiency initiatives reduced energy spend by an equivalent U.S.$5/oz. This is despite the fact that the actual energy usage per ounce of gold produced increased by 5.0% to 5.27GJ/oz in fiscal 2016. Reflecting slightly lower grades throughout our operations, the tonnage mined by Gold Fields during fiscal 2016 was up by 12%, however, mining energy intensity improved to 0.06GJ/t mined (fiscal 2015: 0.07GJ/t).

Energy optimization savings initiatives take time to make an impact - we calculate that the effect of various energy efficiency and business optimization initiatives introduced across Gold Fields over the past five years have resulted in cumulative energy savings of 1,098TJ between fiscal 2012 and fiscal 2016. This has led to U.S.$41 million in cumulative cost savings and avoidance of 165,005t CO₂-eq in emissions.

In fiscal 2016, Gold Fields updated its Group Energy and Carbon Management Guideline to align with ISO 50001, the global energy management standard. The guideline entrenches a systematic approach to our energy management as a business optimization continual improvement program and shifts our focus from individual energy efficiency initiatives.

Regional Energy and Carbon Emission Performance

In fiscal 2015, Gold Fields developed and started implementation of regional five-year energy security plans, taking into account localized energy supply risks and opportunities, with a specific focus on West Africa and South African operations. From fiscal 2017 short-term operational targets for energy use, cost and carbon emissions will be set against annual energy and production plans. They will be set in absolute GJ, energy costs (U.S.$) and absolute carbon emission (tonnes CO₂-eq) avoided, based on planned and feasible initiatives. Initiatives will still be recognized for three years from date of implementation. Through this process, we are able to develop Group medium-term (fiscal 2020) energy and carbon reduction targets.

Most of the regions have seen a decline in energy spending per ounce as seen in the graph below, owing to a number of external and internal drivers, such as exchange rates, varying levels of increases in regional electricity and diesel unit prices and energy efficiency initiatives. Some of the successful energy spend curtailment initiatives are outlined below.

Americas

Peru electricity market has experienced an oversupply situation due to planned large mining projects that have not yet been implemented and the regulated electricity charges continue to increase. Thus, at Cerro Corona

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we renegotiated electricity tariffs with an independent power provider for a power purchase agreement extending to fiscal 2027. Efficiency initiatives saved the mine 29,430GJ, equivalent to U.S.$0.55 million in fiscal 2016 (fiscal 2015: U.S.$3 million) and avoided 2,363t CO₂-eq in carbon emissions.

A trial application of a diesel additive product over a 25-day period saw fuel savings of 4.8% from selected haulage trucks. Moreover, observed carbon monoxide and nitrogen monoxide emission reductions were as low as 22% and 23%, respectively. Based on this trial’s success, we expect to save U.S.$280,000 per year in fuel when applied over Cerro Corona’s hauling fleet. The roll out for this initiative is planned for fiscal 2017.

A pre-feasibility study under way at Chile’s Salares Norte mine includes the development of a plan exploring renewable energy supply options, over the LoM.

Australia

Due to their remote locations, Gold Fields’ Australian operations have limited, but stable, power supply. As such, the focus for fiscal 2016 has been to implement a fuel switch strategy, while reassessing energy security and monitoring energy efficiency initiatives.

In fiscal 2016 we commissioned a 24MW gas-powered plant at the Granny Smith mine, our portion of the total costs was A$4.5 million (U.S.$3.3 million). Savings of around A$5.4 million (U.S.$3.9 million) a year at current oil prices are expected. All operations in Australia are now powered by gas instead of diesel.

After registering the Granny Smith gas plant with the ERF, we have been able to successfully auction carbon emission credits to the Australian government as the plant switches from a heavy carbon (diesel) to a low carbon (gas) power source. The ERF is expected to abate 85,000t CO₂-eq emissions potentially over seven years.

Following annual energy security risk assessments, we have developed a load management action plan for Agnew/Lawlers mine, which faces heavy penalties should its contracted maximum demand of electricity be exceeded for a sustained period of time. Mitigating actions, such as running the cooling plant on diesel power, are currently being implemented, while a long-term energy security solution is explored.

South Africa

In response to the rolling load shedding that South Africa experienced in fiscal 2015 and uncertainties regarding electricity price increases, South Deep’s five-year energy security plan incorporates a range of energy efficiency improvements and alternative energy sources.

An essential component of the plan is the use of solar power at the mine.

An independent power producer was appointed in October 2016 to develop, build, own and operate a 40MW photovoltaic plant located at South Deep. The facility will be made up of approximately 150,000 solar panels. The plant is expected to generate 100GWh per year, equivalent to 20% of the mine’s annual 500GWh electricity consumption, and avoiding carbon emissions estimated at 100,000t CO₂-eq per annum. We expect the initial power purchase agreement price to be on par with state utility Eskom tariffs, and set to fall below Eskom tariffs in due time. The expected commercial operation date of the project is the fourth quarter of fiscal 2018.

Other initiatives completed at South Deep mine in fiscal 2016 include:

• Continuing to retrofit 75kW fans with 10 energy efficient 55kW fans, resulting in an annual saving of 2,190MWh (equivalent to U.S.$100,000 in cost savings) and avoiding 2,256t CO₂-eq carbon emissions; and

• Installing 22 new jet fans in the destress mining area, which will see an annual saving of 500MWh (equivalent to U.S.$30,000) and avoiding 513t CO₂-eq carbon emissions.

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Roof top solar panels installed at Gold Fields’ Johannesburg corporate office in December 2015 led to significant savings in grid electricity usage and costs during fiscal 2016. The 128kWp (peak output), 823m² polycrystalline solar PV array on the roof of the corporate office provides for approximately 50% of the building’s electrical load and contributes to reduction of our carbon footprint.

West Africa

During fiscal 2016, the electricity consumption curtailment was eased from 30% in fiscal 2015 to 25%. Supply disruptions from the state-owned VRA, due to gas shortages and low dam levels, remained an operational constraint. Energy prices also rose due to infrastructure levy increases. With electricity demand in Ghana expected to surpass generation capacity until fiscal 2020, Tarkwa and Damang initiated a number of actions during fiscal 2016 as part of their five-year energy security plans.

The most significant of these was the construction of two Genser-owned gas turbine power plants to supply a total of 40MW of electricity to both mines under a purchasing power agreement. The total capacity of the Tarkwa plant (three 11MW units) and the Damang plant (five 5.5MW units) are beyond our current power requirements and will ensure a reliable supply to both operations. They were commissioned in December 2016 and will result in significant electricity cost savings. Tarkwa’s electricity supply costs are expected to drop by about 14%, and Damang’s costs by about 30%.

The key features of the Genser agreement are:

• It is a 20-year power purchase agreement for an initial 40MW of which 20MW is provided from dual-fuel turbines at both Tarkwa and Damang; an additional 20MW is planned for installation at Tarkwa by January 2018;

• The power plants will have sufficient on-site gas storage capacity to meet each mine’s total load (36MW at Tarkwa and 17MW at Damang) thereby mitigating any gas supply disruptions; and

• By January 2018, Genser should be in a position to provide 100% of the power supply needs at these operations and surplus power produced by Genser could be wheeled to other consumers.

Tarkwa introduced a number of other energy efficiency initiatives during fiscal 2016:

• Implementation of a dedicated eco-driver training system at Tarkwa, which is compulsory for both new and current vehicle operators. Trials during fiscal 2016 indicate that once the system is rolled out energy savings of 72,469GJ can be achieved leading to annual cost savings of around U.S.$2 million;

• A new study on a fuel additive at Tarkwa indicates a possible 4,881kℓ fuel saving per annum, equating to an anticipated 13,023t CO₂-eq reduction. The estimated annual monetary saving from the initiative is U.S.$2.4 million. A test trial is being developed; and

• Several process optimization initiatives such as reducing tramming time and excavators’ diesel use were also implemented.

An energy efficiency study of the Accra regional office showed potential energy savings of 18,922GJ (translating to a monetary saving estimate of U.S.$1.3 million) through installations of LED illumination, solar geysers and energy efficient air conditioners. The feasibility of rooftop solar power to minimize grid power dependency is also being assessed.

Climate Change and Carbon Emissions

Carbon emission reduction and climate change mitigation and adaptation represent a material issue for Gold Fields due to:

• The long-term risks posed by climate change to the Group’s operations, host communities and to society as a whole;

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• A commitment to conforming to carbon emission regulations being introduced in a range of jurisdictions; and

• Rising costs associated with taxes attached by governments to non-renewable energy consumption.

Gold Fields’ total scope 1 - 3 CO₂-eq emissions during fiscal 2016 amounted to 1,963,759t (fiscal 2015: 1,753,163t), leading to a commensurate increase in our emissions intensity from 0.59t CO₂-eq/oz in fiscal 2015 to 0.69t CO₂-eq/ oz in fiscal 2016. Emission intensity varies by region, ranging from 0.31t CO₂-eq/oz in Peru, which relies mainly on gas and hydro generated electricity, to 1.92t CO₂/oz in South Africa, which relies almost exclusively on coal generated electricity.

Gold Fields Climate Change Policy

Following the climate change risk assessments carried out in fiscal 2016, a Group climate change policy was published, replacing the Group carbon management policy that has been in place since fiscal 2013 and focused mainly on addressing these effects through energy management.

Thus, the policy advances and communicates a balanced mitigation and adaptation approach to achieving our climate change objectives. The policy contains a set of commitments that include:

• Conducting climate change vulnerability assessments utilizing Group risk guidelines and ICMM tools and guidelines;

• Annually reporting and disclosure via a number of reporting frameworks including the CDP and the Dow Jones Sustainability Index;

• Mitigating the effects of climate change by increasingly investing in renewable energy and low-carbon energy sources, energy efficiency initiatives and water use optimization initiatives;

• Supporting research, development and innovation to assist our operations in coping with climate change;

• Factoring in a regional carbon price for both costing and as potential revenue streams; and

• Participating in industrial forums, including the ICMM climate change and energy working group, stakeholder and NGO engagements.

Climate Change Vulnerability Assessments

During fiscal 2016, we worked with the ICMM to pilot a climate-data viewer tool that gives insight into physical changes in precipitation, temperature, wind and water stress levels from fiscal 2025 to fiscal 2045 based on 15 global climate models. This tool enables ICMM members to assess their operations’ vulnerability to climate change using a common tool. The risk assessments covered the entire mine life cycle, including post-closure.

Gold Fields applied this tool in all its operations and followed that with detailed risk assessments for Peru, South Africa and Australia, with West Africa assessments scheduled for early fiscal 2017. Results from the tool indicate that our operations will to varied degrees experience higher temperatures, decreases in annual rainfalls, and an increase in the intensity of storm events, all of which may have financial and non-financial impacts both for the mines and surrounding communities. Specific implications for each operation will vary depending on the operational life cycle. Some of the key findings are listed below.

Operational adaptation plans are being developed to ensure operational resilience. A critical part of this work is co-operating with NGOs and adjacent communities in addressing climate change risks around these communities. At our Cerro Corona mine in Peru, we are working with the U.S. Agency for International Development, or USAID, and the Lutheran World Relief, or LWR, on climate change adaptation and management of water resources for communities in the Hualgayoc district adjacent to the mine. Among the measures introduced are the establishment of watershed committees, the development of eight localized water systems to improve irrigation efficiencies and training in sustainable water harvesting.

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Region	Risk Description
Americas	Intense storms leading to our water pumping and treatment capacity being exceeded
	Interruptions to the transport network leading to bottlenecks at the concentrate storage facility
	Higher sea undulations could lead to disruptions in the port operations and the need to increase capacity in the concentrate storage warehouse
	Water availability constraints could lead to reduced agricultural productivity
Australia	Increases in flooding events could lead to pressure being placed on operation’s flood management capabilities and restrictions on personnel and suppliers’ access to site
	Declining availability of suitable quality processing water due to lower rainfall
	Legislative changes imposing restrictions on water use and punitively limiting emissions
South Africa	Increases in temperatures—potentially exposing our surface operations to heat exhaustions, in the long term, underground cooling demand will increase
	Increases in variability and intensity of rainfall—exposing South Deep to periods of drought and increased water stress, as well as floods as storm intensity increases

Community Relations and Creating Shared Value

Social license to operate

Recognizing the importance of solid community relations to its social license to operate, Gold Fields is committed to minimizing, managing or avoiding, where possible, the negative impacts of its operations on communities, while also maximizing the positive benefits. Through active stakeholder engagement and its shared value development approach, the Company’s focus goes beyond just spending to the positive social and business impacts that its social investments can deliver.

Gold Fields’ community relations approach is informed by an understanding of its operating contexts, garnered through ongoing risk assessments and stakeholder engagements. In fiscal 2016, plans to address material social risks were developed and implemented in each region. These risks were often linked to the local and national elections, which were held in all our operating regions. The operations were sensitized to this challenge through their community relations risk assessments undertaken in fiscal 2015 and fiscal 2016.

Building relationships

Gold Fields actively identifies and regularly engages with the representatives of the following groups in a formal and informal manner:

• Central, regional and local government and their agencies;

• Community-based organizations;

• Traditional authorities;

• NGOs;

• Civil society;

• Organized labor; and

• Organized Business and companies.

In fiscal 2016, all operations prepared community relations and stakeholder engagement strategies and three-year plans focused on maintaining their social license to operate. These were informed by the Company’s community relations and stakeholder engagement guideline.

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As required by the Company, all operations have established mechanisms through which communities can share their grievances about Gold Fields, its actions or the behavior of its employees on social, environmental and human rights issues. These mechanisms allow for issues to be addressed and resolved. During fiscal 2016, the regions dealt with 92 grievances by their communities, of which 82 were resolved and ten are still being dealt with. Operations in Peru, South Africa and West Africa also regularly distribute communication materials to stakeholders, keeping them informed about the Company’s community relations activities and initiatives.

Subsequent to community relationship assessments in Peru, South Africa and West Africa between fiscal 2014 and fiscal 2015, action plans have been implemented during fiscal 2015 and fiscal 2016 to address any gaps and further strengthen community relations. A second round of assessments commenced in late fiscal 2016 in Peru and South Africa. The ICMM “Understanding company-community relationship toolkit” is being piloted for these assessments at our South African and Ghanaian mines.

Social investment

As not all of the value created through royalties and taxes benefits host communities, Gold Fields focuses on socio-economic development, or SED, initiatives and Shared Value projects. Aligned to the Company’s business objectives, these sustainable development projects create positive socio-economic impacts for host communities by targeting their priority needs of employment, skills and enterprise development, and environmental rehabilitation and access to water.

Gold Fields’ spending of U.S.$16 million in fiscal 2016 (fiscal 2015: U.S.$14 million) on SED and Shared Value programs reflects the Group’s direct social investment spend in host communities. The investments were made in the following areas:

• Local environment;

• Infrastructure;

• Education and training;

• Health and wellbeing; and

• Economic diversification.

A significant proportion of the salaries and wages paid to employees also finds its way back into our host communities.

Shared Value projects

Shared Value is created when companies take a proactive role in simultaneously addressing business and social needs. A key component of this approach is to ensure that the value created is shared by the business and the community. Shared Value is an imperative for Gold Fields as a key component of maintaining and strengthening its social license to operate.

Gold Fields’ Shared Value approach is based on four key pillars:

• Strategic interventions, to proactively address socio-economic challenges that can drive community tensions, NGO activism or more restrictive regulations;

• Integration to proactively address socio-economic challenges;

• Participation in collaborative action with other stakeholders; and

• Transparency regarding Gold Fields’ economic contributions to its host societies in line with WGC guidelines.

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Gold Fields’ regions currently have six Shared Value projects either already running or at implementation stage. These include road rehabilitation and quarry projects at the Ghanaian operations, local supplier development and water access projects at Cerro Corona and host community procurement and education and skills development projects at South Deep.

Host community employment

Gold Fields aims to employ host community members at its operations, where feasible. This enables alignment between the interests of host communities and the mines, expanding of local value generation and growth of local available skills. As the Company’s ability to recruit such workers may be limited due to the available skills in host communities, it is committed to local education and skills development.

The focus of the Creating and Sustaining Shared Value objective for fiscal 2016 was the development of three-year local procurement and employment plans for Peru, South Africa and West Africa.

The number of host community members, including both employees and contractors, working at each of Gold Fields’ regions is set out on the table below. In fiscal 2016, all operations set targets for host community employment and these were met or exceeded, except at South Deep where the definition of “host communities” was adjusted from residential address to place of origin, which was in line with the legal definition required under the mine’s SLP.

Region	% Host community  workforce(1) employed from total workforce
	Fiscal 2016		Fiscal 2015		Fiscal 2014
	(%)		(%)		(%)
Peru		23		29		24
Ghana		72		67		66
Australia(2)		95		90		94
South Africa(3)		13		14		12
Group(3)		48		47		47

Notes:

(1) Workforce includes the total number of employees and contractors.

(2) For our Australian operations, Western Australia is classified as a host community due to the extremely remote nature of this region and the fact that many employees fly into the operations from Perth. Hence the high host community employment percentages relative to the other regions.

(3) Change in definition of workforce applied at South Deep in fiscal 2016. Fiscal 2015 fiscal and 2014 figures restated accordingly.

Host community procurement

Where possible, Gold Fields procures goods and services in the countries in which it operates, and, where feasible, its host communities. This contributes to enhancing the national and local supplier base, which is especially important because of some mines’ remote locations, and creating local employment.

Of the total fiscal 2016 procurement spend, U.S.$1.36 billion or 83% was spent on businesses based in countries where Gold Fields has operations (fiscal 2015: U.S.$1.27 billion or 75%). Within this figure, U.S.$558 million or 41% was spent on suppliers and contractors from the mines’ host communities (fiscal 2015: U.S.$514 million or 35%).

Building on the work done in fiscal 2016, the operations are working towards meeting their host community employment targets developed as part of the three-year host procurement and employment plans. South Deep’s Host Community Procurement Project exceeded its target of R330 million in fiscal 2016. The project’s vision is to have 25% of total procurement spend (or R500 million, whichever is greater) redirected to the host community

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by fiscal 2018 and 500 new jobs created by the end of fiscal 2020. The actual total procurement spend for fiscal 2016 was R2.6 billion (fiscal 2015: R2.0 billion) and the host community procurement spend was R356 million (fiscal 2015: R192 million), which was 14% of total spend (fiscal 2015: 10%). The number of host community suppliers to South Deep increased to 83 during fiscal 2016 (fiscal 2015: 76).

The table below sets out the local and host community procurement for the periods indicated.

Region	Local (In Country) Procurement								Host community procurement
	Fiscal 2016		Fiscal 2015		Fiscal 2014		Fiscal 2013(1)		Fiscal 2016(1)		Fiscal 2015		Fiscal 2014		Fiscal 2013(1)
	(%)
Peru		89		87		88		91		8		7		5		6
Ghana		79		64		72		68		7		9		6		6
Australia		99		97		99		99		71		66		69		72
South Deep		100		100		100		100		14		10		9		4
Group		92		85		91		86		38		35		39		31

Note:

(1) Excludes Yilgarn South Assets.

In fiscal 2017, the Company plans to pilot a social and economic impact assessment and evaluation of its social investments at South Deep and develop an approach that will be rolled out in Gold Fields’ other regions thereafter.

Human Rights

Gold Fields applies a formal human rights policy statement, both in dealing with its communities as well as its employees. The policy statement is aligned to the relevant ICMM principles on human rights and the United Nations’ “Protect, Respect and Remedy” framework.

Under the policy statement, Gold Fields commits to:

• Not interfering with or curtailing other’s enjoyment of human rights;

• Defending (where possible) employees and third-party individuals and groups (as defined in our community policy) against human rights abuses; and

• Taking positive action to facilitate the entrenchment and enjoyment of human rights.

Given the nature of Gold Fields’ footprint, activities and relationships, the human rights policy places specific emphasis on:

• Community engagement;

• Indigenous rights;

• Resettlement; and

• Security and human rights.

Internally, we uphold the highest standards of human rights within our workforce, including freedom from child labor, compulsory labor and discrimination as well as the right to collective bargaining.

We carry out human rights due diligence on our own activities. Gold Fields’ business relies on multiple contractors and suppliers to carry out mining, development, construction and other forms of work on its operations. All contractors are included in Gold Fields’ own health and safety management systems, to help ensure that contractor employees benefit from safe and healthy working conditions.

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All contractor employees wishing to report human rights violations are able to make use of Gold Fields’ confidential, third-party whistle-blowing hotline. Where such complaints are made, Gold Fields will pursue the matter appropriately. Gold Fields does not currently carry out human rights due diligence on its suppliers. Nonetheless, the Group is utilizing an external party screening solution to establish risk profiles of external suppliers and contractors. Among other criteria, the tool screens new and existing contractors and suppliers for human rights and related violations and/or transgressions.

Gold Fields’ protection services team works with both private and public security providers for the effective and responsible protection of workers and assets. All private security contractors receive human rights training during induction.

Gold Fields is committed to responsible materials stewardship. In this context, we support global efforts to tackle the use of newly mined gold to finance conflict. We have voluntarily adopted the “Conflict-Free Gold Standard” of the WGC. This has led to the standard being applied at all relevant locations through full assurance audits. Although we withdrew our WGC membership in 2014, we have and will continue to apply both the WGC standard and guidelines.

Property

As of December 31, 2016, Gold Fields held rights over the following mining and exploration areas/tenements, including those held as joint ventures:

Gold Fields’ operative mining areas as of December 31, 2016

Operation	Size (hectares)
South Africa
South Deep		4,268
Ghana
Tarkwa		20,825
Damang		23,666
Australia (1)
St. Ives		123,291
Agnew/Lawlers		88,180
Granny Smith		72,236
Darlot		13,981
Peru
Cerro Corona		4,365

Note:

(1) Tenement areas include: prospecting, exploration, mining, miscellaneous and non-managed or JV.

Gold Fields leases its corporate headquarters in Sandton.

The MPRDA vests the right to prospect and mine in the Republic of South Africa with administration by the government of South Africa. During May 2010, the DMR approved the conversion of the South Deep old order mining rights into a new order mining right. Gold Fields also owns most of the surface rights with respect to its South African mining properties. Where Gold Fields conducts surface operations on land the surface rights of which it does not own, it does so in accordance with applicable mining and property laws. In addition, Gold Fields owns prospecting and surface rights contiguous to its operations in South Africa. As required under the MPRDA, Gold Fields has registered its surface rights utilized for mining purposes. Gold Fields has received prospecting rights on properties which it has identified as being able to contribute, now or in the future, to its

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business and will apply to convert those prospecting rights to mining rights under the MPRDA, when appropriate. These rights, historically known as the Fochville East, Kalbasfontein, WA4 and Wildebeestkuil prospecting rights, are in the process of being consolidated and known as the South Deep Contiguous Areas. See “—Environmental and Regulatory Matters—South Africa—Mineral Rights”.

Gold Fields’ West Africa operations comprise two legally registered entities, namely Gold Fields Ghana and Abosso. Gold Fields Ghana obtained the mining rights for the Tarkwa property from the government of Ghana in 1993. In August 2000, with the consent of the government of Ghana, Gold Fields Ghana was assigned the mining rights for the northern portion of the Teberebie property. The Tarkwa rights expire in 2027, while the Teberebie rights expire in 2018. The Minerals Commission has approved Gold Fields Ghana’s application for an extension of the Teberebie rights to 2036, and has recommended that the Minister responsible for Natural Resources should grant the extension. Gold Fields Ghana has fully paid for the fees associated with the extension. Abosso holds the right to mine at the Damang property under a mining lease from the government of Ghana that expires in 2025. Gold Fields may exploit all surface and underground gold at all three sites until the rights expire, provided that Gold Fields pays the government of Ghana a quarterly royalty. See “—Environmental and Regulatory Matters—Ghana—Mineral Rights”.

In Western Australia, land that is the subject of mining rights is leased from the state. West Australian mining leases have an initial term of 21 years with one automatic 21-year renewal period and thereafter an indefinite number of 21-year renewals with government approval. In relation to gold produced from the mining leases at St. Ives, Agnew/Lawlers, Granny Smith and Darlot, Gold Fields pays an annual royalty to the state of 2.5% of revenue.

In Peru, exploration and extraction activities can only be performed in duly authorized areas. Authorization is granted by the Peruvian government when a mining concession is issued. Mining concessions expire if the titleholder does not exploit the concessions for a period of 15 years, unless the titleholder demonstrates to the authorities that this was through no fault of its own, in which case the authorities may allow the titleholder to begin to exploit the concession within the next 5 years that follow. The titleholder must comply with specific obligations, such as paying annual fees of U.S.$3.00 per hectare, meeting minimum investment requirements, paying a monthly royalty according to the value of the produced concentrates and other requirements. The mining concessions owned by Cerro Corona cover an area of 4,365 hectares, while the surface rights cover 1,291 hectares. See “—Environmental and Regulatory Matters—Peru—Mining Concessions”.

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The maps presented below show the location of Gold Fields’ operations.

South Africa Operation

General location of the material assets—South Deep Gold Mine

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West Africa Operations

General location of the material assets—Tarkwa Gold Mine

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General location of the material assets—Damang Gold Mine

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Australian Operations

General location of the material assets—St. Ives Gold Mine

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General location of the material assets—Agnew/Lawlers Gold Mine

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General location of the material assets—Granny Smith Gold Mine

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General location of the material assets—Darlot Gold Mine

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Americas Operation

General location of the material assets—Cerro Corona Gold Mine

Legal Proceedings and Investigations

Randgold and Exploration Summons

On August 21, 2008, GFO, formerly known as Western Areas Limited, or WAL, a subsidiary of Gold Fields, received a summons from Randgold and Exploration Company Limited, or R&E, and African Strategic Investment Holdings Limited. The summons claims that during the period that WAL was under the control of Brett Kebble, Roger Kebble and others, WAL assisted in the unlawful disposal of shares owned by R&E in Randgold Resources Limited, or Resources, and Afrikander Lease Limited, now known as Uranium One. The claims have been computed in various ways. The highest claims have been computed on the basis of the highest prices of Resources and Uranium One shares between the dates of the alleged thefts and March 2008 (between R11 billion and R12 billion, or approximately between U.S.$700 million to U.S.$800 million). The alternative claims have been computed on the basis of the actual amounts allegedly received by GFO to fund its operations (approximately R519 million, or U.S.$34 million).

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Simultaneously with delivering its plea, GFO joined certain third parties to the action (namely JCI Limited, J C Lamprecht, R A R Kebble and the deceased and insolvent estate of B K Kebble), in order to enable it to claim compensation against such third parties in the event that the plaintiffs are successful in one or more of their claims. In addition, notices in terms of section 2(2)(b) of the Apportionment of Damages Act, 1956 were served on various parties by GFO, in order to enable it to make a claim for a contribution against such parties in terms of the Apportionment of Damages Act, should the plaintiffs be successful in one or more of its claims.

The claims lie only against GFO, whose only interest is a 50% stake in the South Deep mine. This alleged liability is historic and relates to a period of time prior to the purchase of the company by the Group. GFO’s assessment remains that it has sustainable defenses to these claims and accordingly, GFO’s attorneys were instructed to vigorously defend the claims. Accordingly, no adjustment for any effects on the Company that may result from the outcome of the summons, if any, has been made in the consolidated financial statements.

Silicosis

During 2012 and 2014, two court applications were served on Gold Fields and its subsidiaries (as well as other mining companies) by various applicants purporting to represent classes of mine workers (and where deceased, their dependents) who were previously employed by or who are employees of, among others, Gold Fields or any of its subsidiaries and who allegedly contracted silicosis and/or tuberculosis.

These are applications in terms of which the court is asked to certify a class action to be instituted by the applicants on behalf of the classes of affected people. According to the applicants, these are the first and preliminary steps in a process, where if the court were to certify the class action, the applicants will in the second stage bring an action wherein they will attempt to hold Gold Fields and other mining companies liable for silicosis and/or tuberculosis and the resultant consequences. The applicants contemplate dealing in the second stage with what the applicants describe as common legal and factual issues regarding the claims arising for the whole of the classes. If the applicants are successful in the second stage, they envisage that individual members of the classes could later submit individual claims for damages against Gold Fields and the other mining companies. These applications do not identify the number of claims that could be instituted against Gold Fields and the other mining companies or the quantum of damages the applicants may seek. Gold Fields has opposed the applications.

The two class actions were consolidated into one application on October 17, 2014. In terms of the consolidated application, the court was asked to allow the class actions to be certified.

On May 13, 2016, the High Court ordered, among other things: (1) the certification of two classes: (a) a silicosis class comprising current and former mine workers who have contracted silicosis and the dependents of mine workers who have died of silicosis; and (b) a tuberculosis class comprising current and former mine workers who have worked on the mines for a period of not less than two years and who have contracted pulmonary tuberculosis and the dependents of deceased mine workers who died of pulmonary tuberculosis; and (2) that the common law be developed to provide that, where a claimant commences suing for general damages and subsequently dies before close of pleadings, the claim for general damages will transmit to the estate of the deceased claimant.

The progression of the classes certified will be done in two phases: (i) a determination of common issues, on an opt out basis, and (ii) the hearing and determination of individualized issues, on an opt in basis. In addition, costs were awarded in favor of the claimants.

The High Court ruling did not represent a ruling on the merits of the cases brought by the Claimants. The amount of damages has not yet been quantified for any of the claimants in the Consolidated Class Application or for any other members of the classes.

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Gold Fields and the other respondents believed that the judgment addressed a number of highly complex and important issues, including a far reaching amendment of the common law, that have not previously been considered by other courts in South Africa. The High Court itself found that the scope and magnitude of the proposed claims is unprecedented in South Africa and that the class action would address novel and complex issues of fact and law. The respondents applied for leave to appeal against the judgement because they believed that the court’s ruling on some of these issues is incorrect and that another court may come to a different decision.

On June 24, 2016, the High Court granted the mining companies leave to appeal against the finding amending the common law in respect of the transmissibility of general damages claims. It refused leave to appeal on the certification of silicosis and tuberculosis classes.

On July 15, 2016, Gold Fields and the other respondents each filed petitions to the Supreme Court of Appeal for leave to appeal against the certification of the two separate classes for silicosis and tuberculosis. In an attempt to shorten any delay due to an appeal process, it is permissible to request that the appeals be dealt with on an expedited basis. On September 21, 2016, the Supreme Court of Appeal granted the respondents leave to appeal against all aspects of the class certification judgment of the South Gauteng High Court delivered in May 2016. On February 28, 2017, Gold Fields filed heads of argument with the Supreme Court of Appeal in respect of its appeal against the class certification judgment of the South Gauteng High Court delivered in May.

In addition to the consolidated application, an individual action has been instituted against Gold Fields and one other mining company in terms of which the plaintiff claims R25.0 million (U.S.$2 million) in damages (and interest on that amount at 15.5% from May 2014 to the date of payment and costs) arising from his alleged contraction of silicosis which he claims was caused by the defendants. Gold Fields has entered an appearance to defend the individual action and has pleaded to the claim. In January 2014, the plaintiff delivered an application to join three other mining companies (including the owners of Gold Fields’ South Deep operation) to the action. The joinder was effected and Gold Fields delivered a revised plea on behalf of the joined Gold Fields defendants. The plaintiff has since applied to amend his particulars of claim which amendment was successfully opposed by Gold Fields. While the plaintiff enrolled the trial for hearing on May 23, 2016, the matter has been removed from the trial roll. Gold Fields is proceeding with trial preparation in the normal course.

The ultimate outcome of these matters cannot presently be determined and, accordingly, no adjustment for any effects on the Company that may result from these actions, if any, has been made in the consolidated financial statements.

Occupational lung disease

The Occupational Lung Disease Working Group, or the Working Group, was formed in fiscal 2014 to address issues relating to compensation and medical care for occupational lung disease in the South African gold mining industry, had extensive engagements with a wide range of stakeholders in fiscal 2016, including government, organized labor, other mining companies and legal representatives of claimants who have filed legal suits against the companies.

The Working Group, made up of African Rainbow Minerals, Anglo American SA, AngloGold Ashanti, Gold Fields, Harmony, and Sibanye Gold, remains of the view that achieving a comprehensive settlement which is both fair to past, present and future employees and sustainable for the sector, is preferable to protracted litigation.

The members of Working Group are among respondent companies in a number of lawsuits related to occupational lung disease, including the class action referred to above. These companies do not believe that they are liable in respect of the claims brought, and they are defending these. The companies do, however, believe that they should work together to seek a solution to this South African mining industry legacy issue. The Working

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Group will continue with its efforts—which have been ongoing for more than two years—to find common ground with all stakeholders, including government, labor and the claimants’ legal representatives.

Ngadju Native Title Claim

On March 29, 2016, the Full Court of the Federal Court of Australia overturned a July 2014 Federal Court decision that the re-grant of certain tenements to Gold Fields Australia’s St. Ives mine in 2004 by the State was not compliant with the correct processes in the Native Title Act. The Full Court of the Federal Court of Australia confirmed that St. Ives’ re-granted tenements are valid for the purpose of the Native Title Act, and that while St. Ives’ rights as tenement holder and the Ngadju people’s native title rights shall coexist, St. Ives’ rights shall prevail should there be any inconsistencies. Following the decision of the Full Federal Court in favor of St. Ives, the Ngadju group applied for permission to appeal that decision to the High Court of Australia. On October 14, 2016, that request was declined by the High Court, leaving no other opportunity for review or appeal. St. Ives continues to engage with the Ngadju group in relation to routine heritage surveys and other matters.

South Deep tax dispute

During the September 2014 quarter, the South African Revenue Service, or SARS. issued a Finalization of Audit Letter, or the Audit Letter, stating that SARS has restated GFIJVH’s additional capital allowance balance reflected on its 2011 tax return from R2,292.0 million (U.S.$151.8 million) to nil. The tax effect of this amount is R687.6 million (U.S.$49.0 million), that being referred to above as the “additional capital allowance”.

The additional capital allowance was claimed by GFIJVH in terms of section 36(11)(c) of the South African Income Tax Act, 1962. The additional capital allowance provides an incentive for new mining development and only applies to unredeemed capital expenditure. The additional capital allowance allows a 12% capital allowance over and above actual capital expenditure incurred on developing a deep level gold mine, as well as a further annual 12% allowance on the mine’s unredeemed capital expenditure balance brought forward, until the year that the mine starts earning mining taxable income (i.e. when all tax losses and unredeemed capital expenditure have been fully utilized).

In order to qualify for the additional capital allowance, South Deep must qualify as a “post-1990 gold mine” as defined in the South African Income Tax Act, 1962. A “post-1990 gold mine”, according to the South African Income Tax Act, 1962, is defined as “a gold mine which, in the opinion of the Director-General: Mineral and Energy Affairs, is an independent workable proposition and in respect of which a mining authorization for gold mining was issued for the first time after 14 March 1990”.

During 1999, the Director-General: Minerals and Energy Affairs, or DME, and SARS confirmed, in writing, that GFIJVH is a “post-1990 gold mine” as defined, and therefore qualified for the additional capital allowance. Relying on these representations, GFIJVH subsequently filed its tax returns on this basis, as was confirmed by the DME and SARS.

In the Audit Letter, SARS stated that both the DME and SARS erred in issuing the confirmations as mentioned above and that GFIJVH does not qualify as a “post-1990 gold mine” and therefore does not qualify for the additional capital allowance.

At December 31, 2016, South Deep’s gross deductible temporary differences amounted to U.S.$1,585.3 million (R22,242.2 million), resulting in a deferred tax asset balance of U.S.$475.6 million (R6,672.7 million). This amount is included in the consolidated deferred tax asset of U.S.$48.7 million on Gold Fields’ statement of financial position. South Deep’s gross deductible temporary differences comprises unredeemed capital expenditure balances of U.S.$633.2 million (R8,884.0 million) (tax effect: U.S.$190.0 million (R2,665.2 million)) at GFIJVH and U.S.$606.4 million (R8,508.0 million) (tax effect: U.S.$181.9 million (R2,552.4 million)) at GFO, a capital allowance balance (additional capital allowance) of

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U.S.$163.4 million (R2,292.0 million) (tax effect: U.S.$49.0 million (R687.6 million)) at GFIJVH and an assessed loss balance of U.S.$182.3 million (R2,558.2 million) (tax effect: U.S.$54.7 million (R767.5 million)) at GFO.

Gold Fields has taken legal advice on the matter and was advised by external Senior Counsel that SARS should not be allowed to disallow the claiming of the additional capital allowance. GFIJVH has in the meantime not only formally appealed against the position taken by SARS, but also filed an application in the High Court and will vigorously defend its position. A trial date in the Tax Court has been set for October 2017.

Other than the proceedings and investigations described above, Gold Fields is not a party to any material legal or arbitration proceedings, nor is any of its property the subject of pending material legal proceedings.

Regulatory investigation

See note 35 to the consolidated financial statements included elsewhere in this annual report.

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Glossary of Mining Terms

The following explanations are not intended as technical definitions, but rather are intended to assist the reader in understanding some of the terms used in this annual report.

“Adjusted EBITDA” means net operating profit before depreciation and amortization, adjusted for exploration expenses and certain other costs. The definition of adjusted EBITDA is as defined in the U.S.$ 1,290 million term loan and revolving credit facilities agreement. Refer note 39 to the consolidated financial statements for the calculation of adjusted EBITDA.

“All-in costs” means all-in sustaining costs plus additional costs relating to growth, including non-sustaining capital expenditure and exploration, evaluation and feasibility costs not associated with current operations.

“All-in sustaining costs” means operating costs excluding amortization and depreciation, plus all costs not included therein relating to sustaining current production including sustaining capital expenditure.

“Backfill” means material, generally sourced from tailings or waste rock, used to refill mined-out areas to improve and maintain ground stability, minimize waste dilution and maximize extraction of the ore body, as well as typically mitigating the effects of seismicity.

“Brownfield” means exploration conducted in areas where mineral deposits have already previously been discovered and is also termed near mine.

“Carbon in leach”, or “CIL” means a process similar to CIP (described below) except that the ore slurries are not leached with cyanide prior to carbon loading. Instead, cyanide leaching and precious metals adsorption onto the activated carbon occur simultaneously.

“Carbon in pulp”, or “CIP” means a common process used to extract gold from cyanide leach slurries. The process consists of carbon granules suspended in the slurry and flowing counter-current to the process slurry in multiple-staged agitated tanks. The process slurry, which has been leached with cyanide prior to the CIP process, contains soluble gold. The soluble gold is absorbed onto the carbon granules that is subsequently separated from the slurry by screening. The gold is then recovered from the carbon by electrowinning onto steel wool cathodes or by a similar process.

“Cleaning” means the process of removing broken rock from a mine.

“Comminution” means the breaking, crushing or grinding of ore by mechanical means.

“Cut-off grade” means the lowest grade of mineralized material considered economic and is used in the calculation of the ore reserves in a given deposit; it distinguishes the material within the ore body that is to be extracted, treated and sold from the remaining material.

“Decline” or “incline” means a sloping underground opening or ramp for machine access from the surface to an underground mine or from level to level in an underground mine. Declines and inclines are often driven in a spiral to access different elevations in the mine.

“Depletion” means the decrease in quantity of ore in a deposit or property resulting from extraction or production.

“Development” means activities (including shaft sinking and on-reef and off-reef tunneling) required to gain access to and to establish infrastructure in preparation for mining activities and to maintain a planned production level.

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“Dilution” means the mixing of waste rock, and potentially mineralized material below the cut-off grade, with the ore, resulting in a decrease in the overall grade.

“Dissolution” means the process whereby a metal is dissolved and becomes amenable to separation from the gangue material.

“Electrowinning” means the process of removing mineral from solution by the action of electric currents, known as electrolysis.

“Elution” means removal of the gold from the activated carbon by washing with a solvent.

“Exploration” means activities associated with ascertaining the existence, location, extent or quality of mineralization, including economic and technical evaluations of mineralization.

“Flotation” means the process whereby certain chemicals are added to the material fed to the leach circuit in order to float the desired minerals to produce a concentrate of the mineral to be processed. This process can be carried out in column flotation cells.

“Free cash flow margin, or FCF Margin” means revenue less cash outflow divided by revenue expressed as a percentage. It is calculated as follows:

Revenue (gold only = revenue as per the income statement less by-product revenue as per AIC)	XXX
Less: Cash outflow	(XXX	)
—AIC	(XXX	)
Adjusted for
Share-based payments (as non-cash)	XX
Long-term employee benefits	XX
Exploration, feasibility and evaluation costs outside of existing operations	XX
—Tax paid (excluding royalties)	(XX	)
Free cash flow	XX
Free cash flow margin	X	%
Gold sold only—ounces	XXX

“Gangue” means commercially valueless or waste material remaining after ore extraction from rock.

“Gold reserves” means the gold contained within proven and probable reserves on the basis of recoverable material (reported as mill delivered tonnes and head grade).

“Grade” means the quantity of metal per unit mass of ore expressed as a percentage or, for gold, as grams of gold per tonne of ore.

“Greenfield” means a potential mining or exploration site where mineral deposits are not already known to exist, and are of unknown quantity and quality, typically located outside of current mining areas.

“Grinding” means reducing rock to the consistency of fine sand by crushing and abrading in a rotating steel grinding mill.

“Head grade” means the grade of the ore as delivered to the metallurgical plant.

“Heap leaching” means a relatively low-cost technique for extracting metals from ore by percolating leaching solutions through heaps of crushed ore placed on impervious pads. Generally used on low-grade ores.

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“Hypogene” means ore or mineral deposits formed by ascending fluids occurring deep below the earth’s surface, which tend to form deposits of primary minerals, as opposed to supergene processes that occur at or near the surface, and tend to form secondary minerals.

“In situ” means within unbroken rock or still in the ground.

“Kriging” means a geostatistical estimation technique used in the evaluation of ore reserves.

“Leaching” means dissolution of gold from the crushed and milled material, including reclaimed slime, for absorption and concentration onto the activated carbon.

“Level” means the horizontal tunnels of an underground mine used to access the workings or ore body.

“Life of mine”, or “LoM” means the expected remaining years of production, based on production schedules and ore reserves.

“London afternoon fixing price” means the afternoon fixing by the new electronic London Bullion Market Association, or LBMA price-discovery process. The price continues to be set twice daily, at 10:30 and 15:00 London time.

“Mark-to-market” means the current fair value of a derivative based on current market prices, or to calculate the current fair value of a derivative based on current market prices, as the case may be.

“Measures” means conversion factors from metric units to U.S. units are provided below.

Metric unit	U.S. equivalent
1 tonne (1 t)	1.10231 short tons
1 gram (1 g)	0.03215 ounces
1 gram per tonne (1 g/t)	0.02917 ounces per short ton
1 kilogram per tonne (1 kg/t)	29.16642 ounces per short ton
1 kilometer (1 km)	0.62137 miles
1 meter (1 m)	3.28084 feet
1 centimeter (1 cm)	0.39370 inches
1 millimeter (1 mm)	0.03937 inches
1 hectare (1 ha)	2.47104 acres

“Metallurgical plant” means a processing plant used to treat ore and extract the contained minerals.

“Metallurgical recovery factor” means the proportion of metal in the ore delivered to the mill, that is recovered by the metallurgical process or processes.

“Metallurgy” means, in the context of this document, the science of extracting metals from ores and preparing them for sale.

“Mill delivered tonnes” means a quantity, expressed in tonnes, of ore delivered to the metallurgical plant.

“Milling”, or “mill” means the comminution of the ore, although the term has come to cover the broad range of machinery inside the treatment plant where the mineral is separated from the ore.

“Mine call factor” means the ratio, expressed as a percentage, of the specific product accounted for at the mill (including residue) to the specific product contained in an ore body calculated based on an operation’s measuring and valuation methods.

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“Mineralization” means the presence of a target mineral in a mass of host rock.

“MPa” means a unit measurement of stress or pressure within the earth’s crust used to profile tectonic stress, which can impact ground stability and ground support requirements in underground mining.

“Net cash flow” is defined as net cash flow from operations less the South Deep dividend, net capital expenditure (additions to property, plant and equipment less proceeds on disposal of property, plant and equipment), and environmental trust fund and rehabilitation payments, as per the consolidated statements of cash flows which is a non-IFRS measure. An investor should not consider this item in isolation or as an alternative to cash flow from operating activities, cash and cash equivalents or any other measure presented in accordance with IFRS. The definition for the calculation of net cash flow may vary significantly between companies, and by itself does not necessarily provide a basis for comparison with other companies. The following table sets out a reconciliation of Gold Fields’ “net cash flow from operations” in accordance with IFRS (refer to the consolidated statement of cash flows) to “net cash flows”.

Net cash flow from operations(1)	xx
Less:
South Deep dividend(1)	xx
Additions to property, plant and equipment(1)	xx
Proceeds on disposal of property, plant and equipment(1)	xx
Environmental and rehabilitation payments(1)	xx
Net cash flow	xx

Note:

(1) As per the consolidated statements of cash flows.

“Net debt” means total borrowings less cash and cash equivalents (refer note 39 to the consolidated financial statements).

“Net operating costs” means operating costs including gold inventory change but excluding amortization and depreciation (refer note 2 to the consolidated financial statements).

“Net smelter return”, or “NSR” means the volume of refined mineral sold during the relevant period multiplied by the average spot mineral price and the average exchange rate for the period, less refining, transport and insurance costs.

“Normalized earnings” means profit for the year, excluding foreign exchange gains and losses, financial instruments gains and losses and non-recurring items (impairment of investments and assets, impairment of stockpiles and consumables, restructuring costs and profit and loss on disposal of assets), net of tax.

“Open pit” means mining in which the ore is extracted from a surface pit. The geometry of the pit may vary with the characteristics of the ore body.

“Ore” means a mixture of material containing minerals from which at least one of the minerals can be mined and processed at an economic profit.

“Ore body” means a well defined mass of material of sufficient mineral content to make extraction economically viable.

“Ore grade” means the average amount of mineral contained in a tonne of mineral-bearing ore expressed in grams per tonne, or percent per tonne.

“Ore reserves”, or “reserves” means that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.

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“Ounce” means one troy ounce, which equals 31.1035 grams.

“Overburden” means the soil and rock that must be removed in order to expose an ore body.

“Paste filling” means a technique whereby cemented paste fill is placed in mined out voids to improve and maintain ground stability, minimize waste dilution and maximize extraction of the ore.

“Porphyry” means an igneous rock of any composition that contains larger, well-formed mineral grains in a finer-grained groundmass.

“Probable reserves” means reserves for which quantity and grade and/or quality are computed from information similar to that used for Proven reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for Proven reserves, is high enough to assume continuity between points of observation.

“Production stockpile” means the selective accumulation of unprocessed ore which is actively managed as part of the current mining and processing operations.

“Prospect” means to investigate a site with insufficient data available on mineralization to determine if minerals are economically recoverable.

“Prospecting right” means permission to explore an area for minerals.

“Proven reserves” means reserves for which: (1) quantity is computed from dimensions revealed in outcrops, trenches, workings or boreholes; (2) grade and/or quality are computed from the results of detailed sampling; and (3) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.

“Reef” means a gold-bearing sedimentary horizon, normally a conglomerate band, that may contain economic levels of gold.

“Refining” means the final stage of metal production in which final impurities are removed from the molten metal by introducing air and fluxes. The impurities are removed as gases or slag.

“Rehabilitation” means the process of restoring mined land to a condition approximating its original state.

“Rock dump” means the historical accumulation of waste or low grade material derived in the course of mining which could be processed in order to take advantage of spare processing capacity.

“Run of Mine”, or “RoM” when used with regard to grade is a term to describe the average grade of the ore mined.

“Sampling” means taking small pieces of rock at intervals along exposed mineralization for assay (to determine the mineral content).

“Seismicity” means a sudden movement within a given volume of rock that radiates detectable seismic waves. The amplitude and frequency of seismic waves radiated from such a source depend, in general, on the strength and state of stress of the rock, the size of the source of seismic radiation, and the magnitude and the rate at which the rock moves during the fracturing process.

“Semi-autogenous grinding”, or “SAG mill”, means a piece of machinery used to crush and grind ore which uses a mixture of steel balls and the ore itself to achieve comminution. The mill is shaped like a cylinder causing the grinding media and the ore itself to impact upon the ore.

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“Shaft” means a vertical underground opening providing principal access to the underground workings for transporting personnel, equipment, supplies, ore and waste. A shaft is also used for ventilation and as an auxiliary exit. It may be equipped with a surface hoist system that lowers and raises conveyances for men, materials and ore in the shaft. A shaft generally has more than one conveyancing compartment.

“Slimes” means the finer fraction or tailings discharged from a processing plant after the valuable minerals have been recovered.

“Slurry” means a fluid comprising fine solids suspended in a solution (generally water containing additives).

“Smelting” means thermal processing whereby mineral is liberated from molten beneficiated ore or concentrate with impurities separating as lighter slag.

“Spot price” means the current price of a metal for immediate delivery.

“Stockpile” means a store of unprocessed ore.

“Stope” means the underground excavation within the ore body where the main mineral production takes place.

“Stratigraphic” means the study of rock layers (strata) and layering (stratification) and is primarily used in the study of sedimentary and layered volcanic rocks. Stratigraphic modeling is often important in profiling the regional and local geology that has played a controlling role in mineralization and ore body generation.

“Stripping” means the process of removing overburden to expose the ore for mining.

“Sulfide” means a mineral characterized by the linkages of sulfur with a metal or semi-metal, such as pyrite (iron sulfide). Also a zone in which sulfide minerals occur.

“Supergene” means ores or ore minerals formed where descending surface water oxidizes the primary (hypogene) mineralized rock and redistributes the ore minerals, often concentrating them in zones. Supergene enrichment occurs at the base of the oxidized portion of the ore deposit.

“Tailings” means finely ground rock from which the bulk of valuable minerals have been extracted by milling.

“Tailings storage facility” or “TSF” means a typically earth-fill embankment dam used to store by-products or tailing from mining operations after separating the ore from the gangue.

“Tonne” means one tonne is equal to 1,000 kilograms (also known as a “metric” tonne).

“Tonnage” means quantities where the tonne is an appropriate unit of measure. Typically used to measure reserves of mineral-bearing material in situ or quantities of ore and waste material mined, transported or milled.

“Waste” means rock mined with an insufficient mineral content to justify processing.

“Yield” means the actual grade of ore realized after the mining and treatment process.

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ITEM 4A: UNRESOLVED STAFF COMMENTS

Not applicable.

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ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion and analysis together with Gold Fields’ consolidated financial statements, including the notes, appearing elsewhere in this annual report. Certain information contained in the discussion and analysis set forth below and elsewhere in this annual report includes forward-looking statements that involve risks and uncertainties. See “Forward-looking Statements” and “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this annual report.

Management’s Discussion And Analysis Of The Financial Statements

The following management’s discussion and analysis of the financial statements should be read together with the Gold Fields’ consolidated financial statements, including the notes accompanying these financial statements.

Overview

Gold Fields is a significant producer of gold and a major holder of gold reserves and resources 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 surface copper mining and related activities, including exploration, extraction, processing and smelting.

In fiscal 2016, the South African, Ghanaian, Peruvian and Australian operations produced 13%, 32%, 12% and 43% of its total gold production, respectively.

Gold Fields’ South African operation is South Deep. Gold Fields also owns the St. Ives, Agnew/Lawlers, Granny Smith and Darlot gold mining operations in Australia and has a 90.0% interest in each of Tarkwa and Damang in Ghana. Gold Fields also owns a 99.5% interest in the Cerro Corona mine in Peru. During February 2017, Gold Fields announced its intention to dispose of the Darlot operation.

On December 13, 2016, Gold Fields purchased 50% of the Gruyere Gold Project and entered into a 50:50 unincorporated joint venture with Gold Road for the development and operation of the Gruyere Gold Project in Western Australia, which comprises the Gruyere gold deposit as well as additional resources including Central Bore and Attila/Alaric (Gruyere). Gold Fields acquired 50% interest in the Gruyere Gold Project for a total purchase consideration of A$350 million (U.S.$259 million) payable in cash and a 1.5% royalty on Gold Fields’ share of production after total mine production exceeds two million ounces. The cash consideration was split with A$250 million (U.S.$185 million) payable on the effective date and A$100 million (U.S.$74 million) payable according to an agreed construction cash call schedule. Transaction costs of A$19 million (U.S.$13 million) were incurred.

As of December 31, 2016, Gold Fields reported attributable proven and probable gold and copper reserves of 48.1 million ounces of gold and 454 million pounds of copper, as compared to the 46.1 million ounces of gold and 532 million pounds of copper, reported as of December 31, 2015.

Total gold production was 2.219 million ounces of gold equivalents in fiscal 2016, 2.146 million ounces of which were attributable to Gold Fields with the remainder attributable to non-controlling shareholders in Ghana and Peru. Total gold production was 2.236 million ounces of gold equivalents in fiscal 2015, 2.159 million ounces of which were attributable to Gold Fields with the remainder attributable to non-controlling shareholders in Ghana and Peru.

At South Deep in South Africa, production increased by 47% from 6,160 kilograms (198,000 ounces) in fiscal 2015 to 9,032 kilograms (290,400 ounces) in fiscal 2016 due to increased volumes and grades.

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At the Ghanaian operations, gold production decreased by 5% from 753,900 ounces in fiscal 2015 to 715,800 ounces in fiscal 2016. At Tarkwa, gold production decreased by 3% from 586,100 ounces to 568,100 ounces mainly due to lower yield. At Damang, gold production decreased by 12% from 167,800 ounces to 147,700 ounces mainly due to lower yield.

Gold equivalent production at Cerro Corona decreased by 9% from 295,600 ounces in fiscal 2015 to 270,200 ounces in fiscal 2016 mainly due to the lower copper to gold price ratio as well as lower gold head grades treated and lower gold recovery.

At the Australian operations, gold production decreased by 5% from 988,000 ounces in fiscal 2015 to 942,400 ounces in fiscal 2016. At St. Ives, gold production decreased by 2% from 371,900 ounces to 362,900 ounces due to lower grade of ore milled following the closure of the Cave Rocks and Athena underground mines and transition to a predominantly open pit operation. At Agnew/Lawlers, gold production decreased by 3% from 236,600 ounces to 229,300 ounces mainly due to a reduction in ore processed. At Darlot, gold production decreased by 15% from 78,400 ounces to 66,400 ounces due to lower grades mined. At Granny Smith, gold production decreased by 6% from 301,100 ounces to 283,800 ounces due to lower grades mined and an increase in stockpiled ore as a consequence of the timing of December milling campaign.

Revenues

Substantially all of Gold Fields’ revenues are derived from the sale of gold and copper. As a result, Gold Fields’ revenues are directly related to the prices of gold and copper. Historically, the prices of gold and copper have fluctuated widely. The gold and copper prices are affected by numerous factors over which Gold Fields does not have control. The volatility of gold and copper prices is illustrated in the following tables, which show the annual high, low and average of the London afternoon fixing price of gold and the LME cash settlement price for copper in U.S. dollars for the past 12 calendar years (2005 – 2016):

	Price per  ounce(1)
Gold	High		Low		Average
	(U.S.$/oz)
2005		537		411		445
2006		725		525		604
2007		834		607		687
2008		1,011		713		872
2009		1,213		810		972
2010		1,421		1,058		1,224
2011		1,895		1,319		1,571
2012		1,792		1,540		1,669
2013		1,694		1,192		1,409
2014		1,385		1,142		1,266
2015		1,296		1,060		1,167
2016		1,355		1,077		1,250

Source: I-Net

Note:

(1) Rounded to the nearest U.S. dollar.

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On April 3, 2017, the London afternoon fixing price of gold was U.S.$1,247.

	Price per  tonne(1)
Copper	High		Low		Average
	(U.S.$/t)
2005		4,650		3,072		3,687
2006		8,788		4,537		6,728
2007		8,301		5,226		7,128
2008		8,985		2,770		6,952
2009		7,346		3,051		5,164
2010		9,740		6,091		7,539
2011		9,986		7,062		8,836
2012		8,658		7,252		7,951
2013		8,243		6,638		7,324
2014		7,440		6,306		6,861
2015		6,401		4,347		5,376
2016		5,936		4,311		4,863

Source: I-Net

Note:

(1) Rounded to the nearest U.S. dollar.

On April 3, 2017, the LME cash settlement price for copper was U.S.$5,783/tonne.

As a general rule, Gold Fields sells the gold it produces at market prices to obtain the maximum benefit from prevailing gold prices and does not enter into hedging arrangements such as forward sales or derivatives which establish a price in advance for the sale of its future gold production. Hedges can be 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. During 2016 and at December 31, 2016, Gold Fields had no commodity hedging arrangements in place. Significant changes in the prices of gold and copper over a sustained period of time may lead Gold Fields to increase or decrease its production in the near-term, which could have a material impact on Gold Fields’ revenues.

Sales of copper concentrate are “provisionally priced”—that is, the selling price is subject to final adjustment at the end of a period normally ranging from 30 to 90 days after delivery to the customer, based on market prices at the relevant quotation points stipulated in the contract.

Revenue on provisionally priced copper concentrate sales is recorded on the date of shipment, net of refining and treatment charges, using the forward LME price to the estimated final pricing date, adjusted for the specific terms of the agreements. Variations between the price used to recognize revenue and the actual final price received can be caused by changes in prevailing copper prices and result in an embedded derivative. The host contract is the receivable from the sale of copper concentrate at the forward LME price at the time of sale. The embedded derivative, which does not qualify for hedge accounting, is marked-to-market each period until final settlement occurs, with changes in fair value classified as provisional price adjustments and included as a component of revenue while the contract itself is recorded in accounts receivable.

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Gold Fields’ Realized Gold and Copper Prices

The following table sets out the average, the high and the low London afternoon fixing price per ounce of gold and Gold Fields’ average U.S. dollar realized gold price during the past three years. Gold Fields’ average realized gold price per equivalent ounce is calculated using the actual price per ounce of gold received on gold sold and the actual amount of revenue received on sales of copper, expressed in terms of the price per gold equivalent ounce.

Realized Gold Price(1)	2016		2015		2014
	(U.S.$)
Average		1,250		1,167		1,266
High		1,355		1,296		1,385
Low		1,077		1,060		1,142
Gold Fields’ average realized gold price(2)		1,241		1,140		1,249

Notes:

(1) Prices stated per ounce.

(2) Gold Fields’ average realized gold price may differ from the average gold price due to the timing of its sales of gold within each year.

The following table sets out the average, the high and the low LME cash settlement price per tonne for copper and Gold Fields’ average U.S. dollar realized copper price for fiscal 2016, fiscal 2015 and fiscal 2014.

Realized Copper Price(1)	2016		2015		2014
	(U.S.$)
Average		4,863		5,376		6,861
High		5,936		6,401		7,440
Low		4,311		4,347		6,306
Gold Fields’ average realized copper price(2)		4,913		4,787		6,827

Notes:

(1) Prices stated per tonne.

(2) Gold Fields’ average realized copper price may differ from the average copper price due to the timing of its sales of copper within each year and is net of treatment and refining charges.

Production

Gold Fields’ revenues are primarily driven by its production levels and the price it realizes on the sale of gold. Production levels are affected by a number of factors, some of which are described below. Total managed production decreased from 2.24 million ounces in fiscal 2015 to 2.22 million ounces in fiscal 2016.

Labor Impact

In recent years, Gold Fields has experienced union activity in some of the countries in which it operates, including the entry of rival unions, which has resulted in more frequent industrial disputes, including violent protests, intra-union violence and clashes with police authorities, and has impacted labor relations. South Deep has a relatively well educated labor force with a component of skilled and semi-skilled employees who receive remuneration packages that are competitive and highly incentivized. There is also no evidence to date that AMCU, which has been responsible for extensive strike action at South Africa’s gold and platinum mines, has established a material presence at the mine. The NUM is the dominant union, providing relatively stable relations.

There were no work stoppages as a result of strikes during 2016, 2015 and 2014 at all the Gold Fields operations.

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Health and Safety Impact

Gold Fields’ 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 or suspend operations at unsafe mines and order corrective action relating to health and safety matters. Additionally, it is Gold Fields’ policy to halt production at its operations when serious accidents occur in order to rectify dangerous situations and, if necessary, retrain workers. During 2016, Gold Fields operations suffered 16 work safety related stoppages, two related to the fatality in September and 14 related to unsafe conditions. During 2015, Gold Fields operations suffered three work safety related stoppages, two related to the fatalities in March and May and the third one related to a serious accident in April. In South Africa, Gold Fields has actively engaged with the DMR on the protocols applied to safety-related mine closures.

Gold Fields expects that each of these factors will continue to impact production levels in the future.

Costs

Over the last three years, Gold Fields’ production costs consisted primarily of labor and contractor costs, power, water and consumable stores, which include explosives, timber, diesel fuel, other petroleum products and other consumables. Gold Fields expects that its total costs, particularly the input costs noted above, are likely to continue to increase in the near future driven by general economic trends, market dynamics and other regulatory changes.

In order to counter the effect of increasing costs in the mining industry, the Group rationalized and prioritized capital expenditure without undermining the sustainability of its operations and continued prioritization of cash generation over production volumes. The Group also undertook further reductions in labor costs. One of Gold Fields’ strategic priorities relates to the proactive management of costs with a view of achieving a 15% FCF Margin at a U.S.$1,300 per ounce gold price.

The Gold Fields’ South African operation is labor intensive due to the use of deep level underground mining methods. As a result, over the last three fiscal years labor has represented on average 34% of AIC at the South African operation. In fiscal 2016, labor represented 36% of AIC at the South African operation.

At the latest wage talks with organized labor which commenced on March 19, 2015, Gold Fields offered an all-inclusive package which included a scarce skills allowance and a housing allowance. On April 10, 2015, the Group signed a three-year wage and other conditions of employment agreement with the NUM and UASA, the registered trade unions at South Deep. The agreement resulted in average annual wage increases of 10% over the three-year period of the deal. The first increase took effect on April 1, 2015.

At the South African operation, power and water made up on average 9% of AIC over the last three years. In fiscal 2016, power and water costs made up 8% of AIC at the South African operation. Eskom applied to the NERSA for a 16% average tariff increase on each of April 1, 2013, 2014, 2015, 2016 and 2017, and NERSA granted Eskom an average increase of 8% for each of the years, except for the actual legislated increase applicable to the mining industry on April 1, 2015 which was 12.69%, being 8% plus 4.69% due to the clawing back by Eskom of prudent costs through the “regulatory clearing account” in respect of the three-year period from April 2010 to March 2013 and an increase of 9.4% effective April 1, 2016. Effective April 1, 2017, NERSA approved a 2.2% electricity increase. It is not clear what increases will be granted in the future.

Both Tarkwa and Damang concluded tariff negotiations for fiscal 2014 and fiscal 2015 with their respective power suppliers (the state electricity supplier, the VRA, supplies power to Tarkwa and the ECG provides power to Damang). The ECG’s tariff for the period January 1, 2014 to December 31, 2014 was U.S.$0.22/kWh, from January 1, 2015 to December 31, 2015 was U.S.$0.23/kWh and January 1, 2016 to December 31, 2016 was U.S.$0.23/kWh. Following negotiations with management, ECG agreed to decrease its tariffs to U.S.$0.20/kWh

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from August 1, 2015 to January 31, 2016. Tarkwa has agreed tariffs with VRA with a base tariff of U.S.$0.17/kWh with effect from January 1, 2015 using a tariff model which inputs actual variables (including the generation mix and input prices) of the previous quarter to determine the tariff for the current quarter. The average VRA tariff for fiscal 2016 was U.S.$0.16/kWh.

In order to reduce their reliance on power supplied by VRA and ECG, Tarkwa and Damang entered into a 15 and eight-year power purchase agreement with independent power producer Genser. Under the power purchase agreement, Genser agreed to commission a gas’ power generation facility at Tarkwa and Damang. This power supply is expected to eventually replace all or a significant proportion of Tarkwa and Damang’s current supply from the VRA and ECG. Genser has installed three 11MW turbines at Tarkwa and five 5.5MW turbines at Damang. These plants were commissioned in December 2016. An additional 11MW is planned to be installed at Tarkwa to meet full demand, with commissioning set for January 2018.

Contractor costs represented on average 6% of AIC at Tarkwa over the last fiscal years, and 6% of AIC during 2016. Over the last three years, contractor costs represented on average 17% of AIC at Damang with 21% in fiscal 2016. Following the restructuring concluded in the first half of 2016 in Damang, the direct labor cost has decreased as all mining and development will be performed by outside contractors. Direct labor costs represent on average a further 14% of AIC at Tarkwa over the last three years and 15% in fiscal 2016. Over the last three years, direct labor costs represented on average 15% at Damang and 12% in fiscal 2016.

Gold Fields’ operations in Ghana consume large quantities of diesel fuel for the running of their mining fleet. The cost of diesel fuel is directly related to the oil price and any movement in the oil price will have an impact on the cost of diesel fuel and therefore the cost of running the mining fleet. Over the last three years, fuel costs have represented 11% of AIC at the Ghana operations. In fiscal 2016, fuel costs represented 10% of AIC at the Ghana operations. Fuel use is proportionately higher at the Ghana operations than at other operations because open pit mining in general requires more fuel usage than underground mining and because of the configuration of the Ghana operations, including the scale of certain of the pits and the distances between the pits and the plants.

At Cerro Corona, contractor cost represented on average 25% of AIC over the last three years and 25% of AIC during 2016. Direct labor costs represent on average a further 17% of AIC over the last three years and 20% in fiscal 2016. Power and water made up on average a further 5% of AIC over the last three years and 6% in fiscal 2016.

At the Australian operations, mining operations were historically conducted by outside contractors. However, at Agnew/Lawlers, owner mining at the underground operations commenced in May 2010, while development is still conducted by outside contractors. At St. Ives, owner mining commenced in July 2011 at the underground operations and in July 2012 at the surface operations, but development is still conducted by contractors. Over the last three years, total contractor costs represented on average 22% at St. Ives and 35% at Agnew/Lawlers of AIC and direct labor costs represented on average a further 16% at St. Ives and 16% at Agnew/Lawlers of AIC. In fiscal 2016, contractors and direct labor cost represented 24% and 16% at St. Ives and 41% and 18% at Agnew/Lawlers, respectively. Power and water made up, on average, a further 9% and 7% of AIC over the last three years and 9% and 6% of AIC in fiscal 2016 at St. Ives and Agnew/Lawlers, respectively. At the Granny Smith and Darlot operations, mining operations and development are conducted through owner mining. Over the last three years, contractors and direct labor cost represented, on average, 16% and 25% at Granny Smith and 16% and 35% at Darlot, respectively. In fiscal 2016, contractors and direct labor cost represented 16% and 26% at Granny Smith and 16% and 35% at Darlot, respectively. Power and water made up, on average, a further 9% and 8% of AIC over the last three years and 8% and 9% of AIC in fiscal 2016 at Granny Smith and Darlot, respectively.

The remainder of Gold Fields’ total costs consists primarily of amortization and depreciation, exploration costs and selling, administration and general and corporate charges.

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All-in Sustaining and All-in Cost

The WGC has worked closely with its member companies to develop definitions for AISC and AIC. The WGC is not a regulatory industry organization and does not have the authority to develop accounting standards or disclosure requirements. Gold Fields ceased being a member of the WGC in fiscal 2014. AISC and AIC are non-IFRS measures. These non-IFRS measures are intended to provide further transparency into the costs associated with producing and selling an ounce of gold. The standard was released by the WGC on June 27, 2013. It is expected that these metrics will be helpful to investors, governments, local communities and other stakeholders in understanding the economics of gold mining. AISC incorporates costs related to sustaining current production. AIC includes additional costs which relate to the growth of the Group. AISC, as defined by the WGC, are operating costs plus all costs not already included therein relating to sustaining current production, including sustaining capital expenditure. The value of by-product revenues such as silver and copper is deducted from operating costs as it effectively reduces the cost of gold production. AIC starts with AISC and adds additional costs which relate to the growth of the Group, including non-sustaining capital expenditure and exploration, evaluation and feasibility costs not associated with current operations.

AISC and AIC are reported on a per ounce of gold basis, net of by-product revenues (as per the WGC definition) as well as on a per ounce of gold equivalent basis, gross of by-product revenues.

An investor should not consider AISC or AIC in isolation or as alternatives to operating costs, cash flows from operating activities or any other measure of financial performance presented in accordance with IFRS. AISC and AIC as presented in this report may not be comparable to other similarly titled measures of performance of other companies.

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The following tables set out a reconciliation of Gold Fields’ operating costs, as calculated in accordance with IFRS (refer note 2 to the consolidated financial statements), to its AISC and AIC net of by-product revenues per ounce of gold sold for fiscal 2016, 2015 and 2014. The following tables also set out AISC and AIC gross of by-product revenue on a gold equivalent ounce basis for fiscal 2016, 2015 and 2014.

	AISC and AIC, net of by-product revenue  per ounce of gold
	For the year ended December 31, 2016
	South Deep			Tarkwa			Damang			St. Ives			Agnew/ Lawlers			Darlot			Granny Smith			Cerro Corona			Corporate and other			Group(1)
	(in U.S.$ million except as otherwise stated)
Operating costs		272.3			344.7			136.4			192.8			145.7			57.3			141.1			143.7			(1.1	)		1,433.0
Gold inventory change		(0.7	)		(17.5	)		(0.4	)		(11.0	)		(5.1	)		0.4			(7.4	)		(3.8	)		—			(45.5	)
Royalties		1.8			35.4			9.2			11.5			7.1			2.0			8.8			4.6			—			80.4
Realized gains and losses on commodity cost hedges		—			—			—			0.6			0.2			0.1			0.7			—			—			1.6
Community/social responsibility costs		1.2			5.1			0.3			—			—			—			—			8.7			—			15.3
Non-cash remuneration (share-based payments		2.3			2.5			0.3			1.5			0.8			0.4			0.9			2.0			3.6			14.4
Cash remuneration (long-term employee benefits		2.4			3.0			0.8			0.9			0.9			0.6			1.0			1.8			(0.5	)		11.0
Other		—			—			—			—			—			—			—			0.9			11.9			12.8
By-product revenue(2)		(0.5	)		(1.5	)		(0.1	)		(0.8	)		(0.2	)		(0.3	)		(0.1	)		(130.6	)		—			(134.1	)
Rehabilitation amortization and interest		0.4			4.8			0.7			8.9			3.2			0.2			1.4			3.9			—			23.5
Sustaining capital expenditure(3)		70.1			168.4			37.9			140.0			70.0			21.4			90.3			42.8			—			640.8
All-in sustaining costs(1)		349.3			545.0			185.2			344.3			222.5			82.3			236.7			74.4			13.9			2,053.6
Exploration, feasibility and evaluation costs(4)		—			—			—			—			—			—			—			—			47.1			47.1
Non-sustaining capital expenditure(3)		7.8			—			—			—			—			—			—			—			1.3			9.1
All-in costs(1)		357.1			545.0			185.2			344.3			222.5			82.3			236.7			74.4			62.0			2,109.4
Gold only ounces sold (‘000oz)		289.4			568.1			147.7			362.9			229.3			66.4			283.8			149.1			—			2,096.8
All-in sustaining cost		349.3			545.0			185.2			344.3			222.5			82.3			236.7			74.0			13.9			2,053.6
All-in sustaining cost net of by-product revenue per ounce of gold sold (U.S.$/oz)		1,207			959			1,254			949			971			1,238			834			499			—			980
All-in costs		357.1			545.0			185.2			344.3			222.5			82.3			236.7			74.0			62.0			2,109.4
All-in costs net of by-product revenue per ounce of gold sold (U.S.$)		1,234			959			1,254			949			971			1,238			834			499			—			1,006

Notes:

(1) This total may not reflect the sum of the line items due to rounding.

(2) By-product revenue at Cerro Corona relates to copper. For all the other operations, by-product revenue relates to silver.

(3) Sustaining capital expenditure represents the majority of capital expenditures at existing operations, including underground mine development costs, ongoing replacement of mine equipment and other capital facilities and other capital expenditures at existing operations and is calculated as total capital expenditure per note 41 to the consolidated financial statements, less non-sustaining capital expenditures. Non-sustaining capital expenditures represent capital expenditures for major growth projects as well as enhancement capital for significant infrastructure improvements at existing operations.

(4) Includes exploration, feasibility and evaluation and share of equity accounted losses of Far Southeast Gold Resources Incorporated.

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	AISC and AIC, gross of by-product  revenue per ounce of gold
	For the year ended December 31, 2016
		South Deep	Tarkwa	Damang	St. Ives	Agnew/ Lawlers	Darlot	Granny Smith	Cerro Corona	Corporate and other	Group(1)
		(in U.S.$ million except as otherwise stated)
All-in sustaining costs (per table above)		349.3	545.0	185.2	344.3	222.5	82.3	236.7	74.4	13.9	2,053.6
Add back by-product revenue(2)		0.5	1.5	0.1	0.8	0.2	0.3	0.1	130.6	—	134.1
All-in sustaining costs gross of by-product revenue		349.8	546.5	185.2	345.1	222.8	82.5	236.8	205.0	13.9	2,187.7
All-in costs (per table above)		357.1	545.0	185.2	344.3	222.5	82.3	236.7	74.4	61.5	2,109.5
Add back by-product revenue(2)		0.5	1.5	0.1	0.8	0.2	0.3	0.1	130.6	—	134.1
All-in costs gross of by-product revenue		357.6	546.5	185.2	345.1	222.8	82.5	236.8	205.0	61.5	2,243.6
Gold equivalent ounces sold		289.4	568.1	147.7	362.9	229.3	66.4	283.8	268.9	—	2,216.4
All-in sustaining costs gross of by-product revenue (U.S.$/equivalent oz)		1,209	962	1,254	951	972	1,243	834	762	—	987
All-in costs gross of by-product revenue (U.S.$/equivalent oz)		1,236	962	1,254	951	972	1,243	834	762	—	1,012

Notes:

(1) This total may not reflect the sum of the line items due to rounding.

(2) By-product revenue at Cerro Corona relates to copper. For all the other operations, by-product revenue relates to silver.

AISC net of by-product revenues decreased by 3% from U.S.$1,007 per ounce of gold in fiscal 2015 to U.S.$980 per ounce of gold in fiscal 2016, mainly due to lower operating costs (including gold inventory change), lower losses on commodity cost hedges, higher by-product credits, partially offset by higher non-cash and cash remuneration and higher sustaining capital expenditure. AISC in fiscal 2015 included U.S.$8 million of inventory written off at Damang. AIC net of by-product revenues decreased by 2% from U.S.$1,026 per ounce of gold in fiscal 2015 to U.S.$1,006 per ounce of gold in fiscal 2016, for the same reasons as AISC, as well as lower non-sustaining capital expenditure, partially offset by higher exploration, feasibility and evaluation costs.

AISC gross of by-product revenues decreased by 1% from U.S.$1,000 per equivalent ounce of gold in fiscal 2015 to U.S.$987 per equivalent ounce of gold in fiscal 2016 mainly due to lower operating costs (including gold inventory change) and lower losses on commodity cost hedges, partially offset by higher non-cash and cash remuneration and higher sustaining capital expenditure. AIC gross of by-product revenues decreased by 1% from U.S.$1,018 per equivalent ounce of gold in fiscal 2015 to U.S.$1,012 per equivalent ounce of gold in fiscal 2016, for the same reasons as AISC gross of product revenue, as well as lower non-sustaining capital expenditure, partially offset by higher exploration, feasibility and evaluation costs.

163

	AISC and AIC, net of by-product revenue  per ounce of gold
	For the year ended December 31, 2015
	South Deep			Tarkwa			Damang		St. Ives			Agnew/ Lawlers			Darlot			Granny Smith			Cerro Corona			Corporate and other			Group(1)
	(in U.S.$ million except as otherwise stated)
Operating costs		236.6			334.2			184.3		195.0			142.6			59.8			135.9			143.8			(0.8	)		1,431.3
Gold inventory change		—			(7.3	)		2.1		25.3			(1.1	)		(0.6	)		5.4			1.0			—			24.9
Inventory write-off		—			—			8.0		—			—			—			—			—			—			8.0
Royalties		1.2			34.0			9.7		10.7			6.6			2.1			8.7			3.1			—			76.0
Realized gains and losses on commodity cost hedges		—			—			—		5.0			1.5			0.5			5.2			—			—			12.1
Community/social responsibility costs		1.7			2.1			0.2		—			—			—			—			8.3			—			12.2
Non-cash remuneration (share-based payments)		1.0			1.5			0.3		1.2			0.7			0.2			0.4			1.2			4.4			10.9
Cash remuneration (long-term employee benefits)		1.0			1.4			0.4		0.2			0.5			0.2			0.3			0.8			0.6			5.3
Other		—			—			—		—			—			—			—			—			8.5			8.5
By-product revenue(2)		(0.4	)		(5.5	)		—		(0.5	)		(0.3	)		(0.2	)		(0.1	)		(113.8	)		—			(120.7	)
Rehabilitation amortization and interest		0.8			3.7			0.6		8.9			3.4			0.8			1.8			4.9			—			25.0
Sustaining capital expenditure(3)		53.2			204.2			16.9		114.5			73.0			20.0			72.4			64.8			—			619.9
All-in sustaining costs(1)		295.1			568.2			222.5		360.2			226.8			82.9			230.0			114.0			12.7			2,113.3
Exploration, feasibility and evaluation costs(4)		—			—			—		—			—			—			—			—			26.0			26.0
Non-sustaining capital expenditure(3)		13.7			—			—		—			—			—			—			—			0.5			14.2
All-in costs(1)		308.8			568.2			222.5		360.2			226.8			82.9			230.0			114.0			39.2			2,153.5
Gold only ounces sold (‘000oz)		198.0			586.1			167.8		371.9			236.6			78.4			301.1			158.8			—			2,098.8
All-in sustaining cost		295.1			568.2			222.5		360.2			226.8			82.9			230.0			114.0			12.7			2,113.3
All-in sustaining cost net of by-product revenue per ounce of gold sold (U.S.$/oz)		1,490			970			1,326		969			959			1,057			764			718			—			1,007
All-in costs		308.8			568.2			222.5		360.2			226.8			82.9			230.0			114.0			39.2			2,153.5
All-in costs net of by-product revenue per ounce of gold sold (U.S.$)		1,559			970			1,326		969			959			1,057			764			718			—			1,026

Notes:

(1) This total may not reflect the sum of the line items due to rounding.

(2) By-product revenue at Cerro Corona relates to copper. For all the other operations, by-product revenue relates to silver.

(3) Sustaining capital expenditure represents the majority of capital expenditures at existing operations, including underground mine development costs, ongoing replacement of mine equipment and other capital facilities and other capital expenditures at existing operations and is calculated as total capital expenditure per note 41 to the consolidated financial statements, less non-sustaining capital expenditures. Non-sustaining capital expenditures represent capital expenditures for major growth projects as well as enhancement capital for significant infrastructure improvements at existing operations.

(4) Includes exploration, feasibility and evaluation and share of equity accounted losses of Far Southeast Gold Resources Incorporated.

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	AISC and AIC, gross of by-product  revenue per ounce of gold
	For the year ended December 31, 2015
	South Deep		Tarkwa		Damang		St. Ives		Agnew/ Lawlers		Darlot		Granny Smith		Cerro Corona		Corporate and other		Group(1)
	(in U.S.$ million except as otherwise stated)
All-in sustaining costs (per table above)		295.1		568.2		222.5		360.2		226.8		82.9		230.0		114.0		12.7		2,113.3
Add back by-product revenue(2)		0.4		5.5		—		0.5		0.3		0.2		0.1		113.8		—		120.7
All-in sustaining costs gross of by-product revenue		295.5		573.7		222.5		360.7		227.1		83.1		230.1		227.8		12.7		2,234.0
All-in costs (per table above)		308.8		568.2		222.5		360.2		226.8		82.9		230.0		114.0		39.2		2,153.5
Add back by-product revenue(2)		0.4		5.5		—		0.5		0.3		0.2		0.1		113.8		—		120.7
All-in costs gross of by-product revenue		309.2		573.7		222.5		360.7		227.1		83.1		230.1		227.8		39.2		2,274.2
Gold equivalent ounces sold		198.0		586.1		167.8		371.9		236.6		78.4		301.1		293.3		—		2,233.3
All-in sustaining costs gross of by-product revenue (U.S.$/equivalent oz)		1,492		979		1,326		970		960		1,059		764		777		—		1,000
All-in costs gross of by-product revenue (U.S.$/equivalent oz)		1,561		979		1,326		970		960		1,059		764		777		—		1,018

Notes:

(1) This total may not reflect the sum of the line items due to rounding.

(2) By-product revenue at Cerro Corona relates to copper. For all the other operations, by-product revenue relates to silver.

AISC net of by-product revenues decreased by 4% from U.S.$1,053 per ounce of gold in fiscal 2014 to U.S.$1,007 per ounce of gold in fiscal 2015, mainly due to lower operating costs, the weaker average R/US dollar and A$/US dollar gold price, partially offset by lower by-product credits and higher capital expenditure. AISC net of by-product revenues decreased by 6% from U.S.$1,087 per ounce of gold in fiscal 2014 to U.S.$1,026 per ounce of gold in fiscal 2015, due to the lower exploration, feasibility and evaluation costs and lower non-sustaining capital expenditure.

AISC gross of by-product revenues decreased by 5% from U.S.$1,053 per equivalent ounce of gold in fiscal 2014 to U.S.$1,000 per equivalent ounce of gold in fiscal 2015, mainly due to lower operating costs, the weaker average R/US dollar and A$/US dollar gold price, partially offset by higher capital expenditure. AIC gross of by-product revenues decreased by 6% from U.S.$1,086 per equivalent ounce of gold in fiscal 2014 to U.S.$1,018 per equivalent ounce of gold in fiscal 2015, due to lower exploration, feasibility and evaluation costs and lower non-sustaining capital expenditure.

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	AISC and AIC, net of by-product revenue  per ounce of gold
	For the year ended December 31, 2014
	South Deep			Tarkwa			Damang			St. Ives			Agnew/ Lawlers			Darlot			Granny Smith			Cerro Corona			Corporate and other		Group(1)
	(in U.S.$ million except as otherwise stated)
Operating costs		245.5			373.9			177.6			292.3			173.0			81.9			182.6			158.2			—		1,684.9
Gold inventory change		—			(2.3	)		2.1			(9.9	)		(0.3	)		1.7			—			1.5			—		(7.2	)
Royalties		1.3			35.3			11.2			11.6			8.3			2.7			10.0			5.8			—		86.1
Realized gains and losses on commodity cost hedges		—			—			—			0.1			(0.1	)		—			0.3			—			—		0.3
Community/social responsibility costs		3.9			1.2			0.2			—			—			—			—			7.0			—		12.3
Non-cash remuneration (share-based payments)		2.8			4.2			0.6			2.7			1.3			0.5			1.0			2.6			10.2		26.0
Cash remuneration (long-term employee benefits		0.6			1.5			0.2			1.2			0.7			0.4			0.7			1.2			2.1		8.7
Other		—			—			—			—			—			—			—			—			10.6		10.6
By-product revenue(2)		(0.5	)		(0.5	)		(0.1	)		(0.5	)		(0.3	)		(0.3	)		(0.1	)		(182.1	)		—		(184.5	)
Rehabilitation amortization and interest		1.8			9.0			1.1			6.1			2.0			0.5			1.7			3.3			—		25.5
Sustaining capital expenditure(3)		54.9			174.1			16.0			117.5			83.4			14.7			58.9			51.0			—		570.4
All-in sustaining costs(1)		310.3			596.5			208.9			421.0			267.9			102.2			255.1			48.5			22.9		2,232.9
Exploration, feasibility and evaluation costs(4)		—			—			—			—			—			—			—			—			34.6		34.6
Non-sustaining capital expenditure(3)		37.0			—			—			—			—			—			—			—			1.5		38.5
All-in costs(1)		347.2			596.5			208.9			421.0			267.9			102.2			255.1			48.5			59.0		2,306.0
Gold only ounces sold (‘000oz)		200.5			558.3			177.8			361.7			270.7			83.6			315.2			153.6			—		2,121.4
All-in sustaining cost		310.3			596.5			208.9			421.0			267.9			102.2			255.1			48.5			22.9		2,232.9
All-in sustaining cost net of by-product revenue per ounce of gold sold (U.S.$/oz)		1,548			1,068			1,175			1,164			990			1,222			809			316			—		1,053
All-in costs		347.2			596.5			208.9			421.0			267.9			102.2			255.1			48.5			59.0		2,306.0
All-in costs net of by-product revenue per ounce of gold sold (U.S.$)		1,732			1,068			1,175			1,164			990			1,222			809			316			—		1,087

Notes:

(1) This total may not reflect the sum of the line items due to rounding.

(2) By-product revenue at Cerro Corona relates to copper. For all the other operations, by-product revenue relates to silver.

(3) Sustaining capital expenditure represents the majority of capital expenditures at existing operations, including underground mine development costs, ongoing replacement of mine equipment and other capital facilities and other capital expenditures at existing operations and is calculated as total capital expenditure per note 41 to the consolidated financial statements, less non-sustaining capital expenditures. Non-sustaining capital expenditures represent capital expenditures for major growth projects as well as enhancement capital for significant infrastructure improvements at existing operations.

(4) Includes exploration, feasibility and evaluation and share of equity accounted losses of Far Southeast Gold Resources Incorporated.

166

	AISC and AIC, gross of by-product  revenue per ounce of gold
	For the year ended December 31, 2014
	South Deep		Tarkwa		Damang		St. Ives		Agnew/ Lawlers		Darlot		Granny Smith		Cerro Corona		Corporate and other		Group(1)
	(in U.S.$ million except as otherwise stated)
All-in sustaining costs (per table above)		310.3		596.5		208.9		421.0		267.9		102.2		255.1		48.5		22.9		2,232.9
Add back by-product revenue(2)		0.5		0.5		0.1		0.5		0.3		0.3		0.1		182.1		—		184.5
All-in sustaining costs gross of by-product revenue		310.8		597.0		209.0		421.5		268.3		102.5		255.2		230.6		22.9		2,417.4
All-in costs (per table above		347.2		596.5		208.9		421.0		267.9		102.2		255.1		48.5		59.0		2,306.0
Add back by-product revenue(2)		0.5		0.5		0.1		0.5		0.3		0.3		0.1		182.1		—		184.5
All-in costs gross of by-product revenue		347.7		597.0		209.0		421.5		268.3		102.5		255.2		230.6		59.0		2,490.5
Gold equivalent ounces sold		200.5		558.3		177.8		361.7		270.7		83.6		315.2		328.6		—		2,296.2
All-in sustaining costs gross of by-product revenue (U.S.$/equivalent oz)		1,550		1,069		1,175		1,165		991		1,225		810		702		—		1,053
All-in costs gross of by-product revenue (U.S.$/equivalent oz)		1,734		1,069		1,175		1,165		991		1,225		810		702		—		1,086

Notes:

(1) This total may not reflect the sum of the line items due to rounding.

(2) By-product revenue at Cerro Corona relates to copper. For all the other operations, by-product revenue relates to silver.

Royalties

South Africa

The Royalty Act was promulgated on November 24, 2008 and came into operation on March 1, 2010. The Royalty Act imposes a royalty on refined and unrefined minerals payable to the South African government.

The royalty in respect of refined minerals (which include gold and platinum) is calculated by dividing EBIT by the product of 12.5 times gross revenue calculated as a percentage, plus an additional 0.5%. EBIT refers to taxable mining income (with certain exceptions such as no deduction for interest payable and foreign exchange losses) before assessed losses but after capital expenditure. A maximum royalty of 5% is levied on refined minerals.

The royalty in respect of unrefined minerals (which include uranium) is calculated by dividing EBIT by the product of nine times gross revenue calculated as a percentage, plus an additional 0.5%. A maximum royalty of 7% is levied on unrefined minerals.

Where unrefined mineral resources (such as uranium) constitute less than 10% in value of the total composite mineral resources, the royalty rate in respect of refined mineral resources may be used for all gross

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sales and a separate calculation of EBIT for each class of mineral resources is not required. For Gold Fields, this means that currently it will pay a royalty based on the refined minerals royalty calculation as applied to its gross revenue. The rate of royalty tax payable for fiscal 2016, 2015 and 2014 was 0.5%, 0.5% and 0.5% of revenue, respectively.

Ghana

Minerals are owned by the Republic of Ghana and held in trust by the President. As such, in fiscal 2016 the Tarkwa and Damang operations were subject to a gold royalty of 5% of total revenue earned from minerals obtained. In fiscal 2017, under the terms of the Development Agreement entered into with the government of Ghana, Tarkwa and Damang will be subject to a sliding scale for royalty rates, linked to the prevailing gold price. The royalty sliding scale is as follows:

Average gold price
Low value		High value	Royalty rate
(U.S.$)
	—	1,299.99		3.0	%
	1,300.00	1,449.99		3.5	%
	1,450.00	2,299.99		4.1	%
	2,300.00	Unlimited		5.0	%

Australia

Royalties are payable to the state based on the amount of gold produced from a mining tenement. Royalties are payable quarterly at a fixed rate of 2.5% of the royalty value of gold sold. The royalty value of gold is the amount of gold produced during the month multiplied by the average gold spot price for the month.

Peru

Royalties are calculated with reference to the operating margin and ranging from 1% (for operating margins less than 10%) to 12% (for operating margins of more than 80%). La Cima’s effective royalty rate for fiscal 2016, 2015 and 2014 was 6.4%, 4.0% and 3.3% of operating profit, respectively.

Income And Mining Taxes

South Africa

Generally, South Africa imposes tax on the worldwide income (including capital gains) of all of Gold Fields’ South African incorporated and tax resident entities. Certain classes of passive income such as interest and royalties, and certain capital gains, derived by Controlled Foreign Companies, or CFC, could be subject to South African tax on a notional imputation basis. CFCs generally constitute a foreign company in which Gold Fields owns or controls more than 50% of the shareholding.

Gold Fields pays taxes on its taxable income generated by its mining and non-mining tax entities. Under South African law, gold mining companies and non-gold mining companies are taxed at different rates. Companies in the Group not carrying on the direct gold mining operations are taxed at a statutory rate of 28%.

GFO and GFIJVH jointly own the South Deep Mine and constitute gold mining companies for South African taxation purposes. These companies are subject to the gold formula on their mining income.

The applicable formula takes the form Y	=	34 – 170
		x

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Where:

Y	=	the tax rate to be determined
x	=	the ratio of taxable income to the total income (expressed as a percentage)

The effective mining tax rate for GFO and GFIJVH, owners of the South Deep mine, has been calculated at 30% (2015: 30% and 2014: 30%).

Ghana

Ghanaian resident entities are subject to tax on the basis of income derived from, accruing in, received in, or brought into Ghana. The standard corporate income tax rate applicable to mining companies was 35%. Gold Fields signed a Development Agreement with the government of Ghana for both the Tarkwa and Damang mines during 2016. This agreement resulted in a reduction in the corporate tax rate from 35% to 32.5%, effective March 17, 2016.

Under the previous project development agreement (entered into between the Ghanaian government and Gold Fields Ghana) and the deed of warranty (entered into between the Ghanaian government and Abosso Goldfields), the government agreed that no withholding tax shall be deducted from the payment of any dividend or capital repayment declared by Gold Fields Ghana or Abosso which was due and payable to any shareholder not normally resident in Ghana. The new Development Agreement which became effective March 17, 2016, did not cover any withholding tax on dividends and accordingly, future dividends out of Ghana will be subject to 8% withholding tax.

Implementation of Ghana’s Income Tax Act 2015, Act 896 continues, while awaiting issuance of supporting practice and guidance notes by the tax authorities. In August 2016, the Income Tax Regulations (L.I. 2244) were entered into force. While LI 2244 has clarified a number of uncertainties with regards to the implementation of Act 896 (such as unutilized capital allowances and ring-fencing), the industry continues to dialogue with the government and with the tax authorities for even further clarity as gaps still persist.

The Revenue Administration Act, 2016 (Act 915), or Act 915, was gazetted in August 2016 and enters into force from January 1, 2017. Act 915 consolidates tax administration provisions from the various tax laws (income tax, value added tax, customs) into a single act and introduces a more stringent tax compliance framework. Act 915 now enables taxpayers to offset surpluses and liabilities arising from different tax types. It should be noted that the tax authorities are again expected to release guidance notes to allow taxpayers to fully utilize the offset mechanism.

Australia

Generally, Australia imposes tax on the worldwide income (including capital gains) of all of Gold Fields’ Australian incorporated and tax resident entities. The current income tax rate for companies is 30%. Exploration expenditure is deductible in full as incurred and other capital expenditure is generally deductible over the effective lives of the assets acquired. The Australian Uniform Capital Allowance system allows tax deductions for the decline in value of depreciable assets and certain other capital expenditures.

Gold Fields Australia and its eligible related Australian sister companies, together with all wholly-owned Australian subsidiaries, have elected to be treated as a tax consolidated group for taxation purposes. As a tax consolidated group, a single tax return is lodged for the Group based on the consolidated results of all companies within the Group.

Withholding tax is payable on dividends, interest and royalties paid by Australian residents to non-residents. In the case of dividend payments to non-residents, withholding tax at a rate of 30% will apply. However, where

169

the recipient of the dividend is a resident of a country with which Australia has concluded a double taxation agreement, the rate of withholding tax is generally limited to between 5% and 15%, depending on the applicable agreement and percentage shareholding. Where dividends are paid out of profits that have been subject to Australian corporate tax there is no withholding tax, regardless of whether a double taxation agreement is in place.

Peru

Peruvian taxes for resident individuals and domiciled corporations are based on their worldwide income, and for non-resident individuals and non-domiciled corporations are based on their Peruvian income source. The general income tax rate applicable to domiciled corporations is 29.5% on taxable income and to non-resident corporations is 30%. The income tax applied to interest paid to non-residents is 4.99%. The dividends tax rate (to resident and non-resident) is 5%. Capital gains are also taxed as ordinary income for domiciled corporations.

Exchange Rates

Gold Fields’ Australian and South African revenues and costs are very sensitive to the Australian dollar/US dollar exchange rate and the Rand/U.S. dollar exchange rate, because revenues are generated using a gold price denominated in US dollars, while the costs of the Australian and South African operations are incurred principally in Australian dollars and Rand, respectively. Depreciation of the Australian dollar and Rand against the US dollar reduces Gold Fields’ average costs when they are translated into US dollars, thereby increasing the operating margin of the Australian and South African operations. Conversely, appreciation of the Australian dollar and Rand results in Australian and South African operating costs being translated into US dollars at a lower Australian dollar/US dollar exchange rate and Rand/US dollar exchange rate, resulting in lower operating margins. The impact on profitability of any change in the value of the Australian dollar and Rand against the US dollar can be substantial. Furthermore, the exchange rates obtained when converting US dollars to Australian dollar and Rand are set by foreign exchange markets, over which Gold Fields has no control. In fiscal 2016, movements in the US dollar/Rand exchange rate had a significant impact on Gold Fields’ results of operations as the Rand weakened 16% against the US dollar, from an average of R12.68 per U.S.$1.00 in fiscal 2015 to R14.70 per U.S.$1.00 in fiscal 2016. The Australian dollar was similar at an average of A$1.00 per U.S.$0.75.

With respect to its operations in Ghana and Peru, a substantial portion of Gold Fields’ operating costs (including wages) are either directly incurred in US dollars or are translated to US dollars. Accordingly, fluctuations in the Ghanaian Cedi and Peruvian Nuevos Soles do not materially impact operating results for the Ghana and Peru operations.

During 2016, Gold Fields had the following currency forward contract:

• On February 25, 2016, South Deep entered into U.S.$/Rand forward exchange contracts for a total delivery of U.S.$69.8 million starting at July 2016 to December 2016. The average forward rate achieved over the six month period was R16.8273. The hedge was delivered into in July and August and the balance closed out in September 2016. The average rate achieved on delivery and close out was R13.8010, resulting in a positive cash flow of U.S.$14 million.

During 2015, Gold Fields had no currency forward contracts.

During 2014, Gold Fields had the following currency forward contract:

• On October 1, 2014, South Deep entered into a U.S.$/Rand zero-cost collar for U.S.$7.5 million per month for a period of six months starting October 2014. A floor of R11.2 and an average cap over the period of R12.0567 was achieved.

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Inflation

A period of significant inflation could adversely affect Gold Fields’ results and financial condition. For example, in fiscal 2016, inflation in South Africa was 6.8% (2015: 4.6% and 2014: 6.2%). Further, over the past several years, production costs, especially wages and electricity costs, have increased considerably. The effect of these increases has adversely affected, and may continue to adversely affect, the profitability of Gold Fields’ South Deep operations.

In fiscal 2016, the Group continued rationalizing and prioritizing capital expenditure without undermining the sustainability of its operations and continued prioritization of cash generation over production volumes. The Ghanaian operations concluded a Development Agreement with the government of Ghana for both the Tarkwa and Damang mines. The highlights of the agreement included reductions in the tax and royalty rates. The Group undertook reductions in labor costs through a retrenchment process in Damang in preparation for rightsizing for the Damang Reinvestment Plan. In addition, the Australian operations implemented a margin improvement project.

In fiscal 2015, the Group undertook reductions in labor costs through completing the retrenchment process in Ghana following the closure of the heap leach facilities at Tarkwa and rightsizing at the Australian operations following the closure of the Cave Rocks underground mine at St. Ives. In addition, the Group implemented various business improvement initiatives to reduce costs across all regions.

Further, the majority of Gold Fields’ costs at the South African operations are in Rand and revenues from gold sales are in U.S. dollars. Generally, when inflation is high, the Rand potentially devalues thereby increasing Rand revenues and potentially offsetting the increase in costs. However, there can be no guarantee that any cost-saving measures or the effects of any potential devaluation will offset the effects of increased inflation and production costs.

The same applies to the Australian operations with regard to the link between Australian dollars and US dollars. The Peruvian and Ghanaian operations, on the other hand, are affected by inflation without a potential similar effect on revenue proceeds, thereby increasing the impact of inflation on the operating margins.

Capital Expenditures

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. Gold Fields expects that its use of available capital resources and allocation of its capital expenditures may shift in future periods as it increases investment in certain of its exploration projects.

Capital expenditure increased by U.S.$16 million, or 3%, from U.S.$634 million in fiscal 2015 to U.S.$650 million in fiscal 2016. Set out below are the capital expenditures made by Gold Fields during 2016. Also, refer to “Cash Flows From Investing Activities”.

South African operation

Gold Fields spent R1,145 million (U.S.$78 million) on capital expenditures at the South Deep in fiscal 2016 and has budgeted R1,309 million (U.S.$92.6 million) for capital expenditures at South Deep in fiscal 2017.

Ghanaian operations

Gold Fields spent U.S.$168 million on capital expenditures at Tarkwa in fiscal 2016 and has budgeted U.S.$180 million for capital expenditures at Tarkwa for fiscal 2017.

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Gold Fields spent U.S.$38 million on capital expenditures at the Damang in fiscal 2016 and has budgeted U.S.$140 million of capital expenditures at Damang for fiscal 2017.

Peruvian operation

Gold Fields spent U.S.$43 million on capital expenditures at Cerro Corona in fiscal 2016 and has budgeted U.S.$53 million for capital expenditures at Cerro Corona for fiscal 2017.

Australian operations

Gold Fields spent A$188 million (U.S.$140 million) on capital expenditures at St. Ives in fiscal 2016 and has budgeted A$185 million (U.S.$135 million) for capital expenditures at St. Ives in fiscal 2017.

Gold Fields spent A$94 million (U.S.$70 million) on capital expenditures at Agnew/Lawlers in fiscal 2016 and has budgeted A$87 million (U.S.$64 million) for capital expenditures at Agnew/Lawlers for fiscal 2017.

Gold Fields spent A$29 million (U.S.$21 million) on capital expenditures at Darlot in fiscal 2016 and has budgeted A$12 million (U.S.$8 million) for capital expenditures at Darlot for fiscal 2017.

Gold Fields spent A$121 million (U.S.$90 million) on capital expenditures at Granny Smith in fiscal 2016 and has budgeted A$115 million (U.S.$84 million) for capital expenditures at Granny Smith for fiscal 2017.

Gold Fields has budgeted A$153 million (U.S.$112 million) for capital expenditure at the Gruyere Gold Project for fiscal 2017.

The actual expenditures for the future periods noted above may be different from the amounts set out above and the amount of actual capital expenditure will depend on a number of factors, such as production volumes, the price of gold, copper and other minerals mined by Gold Fields and general economic conditions. Some of the factors are outside of the control of Gold Fields.

Significant Accounting Judgements And Estimates

Gold Fields’ significant accounting policies are more fully described in the accounting policies to its consolidated financial statements included in this annual report. Some of Gold Fields’ accounting policies require the application of significant judgments and estimates by management that can affect the amounts reported in the consolidated financial statements. By their nature, these judgments are subject to a degree of uncertainty and are based on Gold Fields’ historical experience, terms of existing contracts, management’s view on trends in the gold mining industry, information from outside sources and other assumptions that Gold Fields considers to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions. Refer to the accounting policies to the consolidated financial statements included elsewhere in this annual report for the more significant areas requiring the use of management judgements and estimates.

RESULTS FOR THE PERIOD

Years ended December 31, 2016 and December 31, 2015

Profit/(loss) attributable to owners of the parent was a profit of U.S.$163 million (or U.S.$0.20 per share) for fiscal 2016 compared to a loss of U.S.$242 million (or U.S.$0.31 per share) for fiscal 2015. The reasons for this increase are discussed below.

Revenue

Revenue increased by 8% from U.S.$2,545 million in fiscal 2015 to U.S.$2,750 million in fiscal 2016. The increase in revenue of U.S.$205 million was mainly due to an increase of 9% in the average US dollar gold price

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for the year from U.S.$1,140 per equivalent ounce in fiscal 2015 to U.S.$1,241 per equivalent ounce in fiscal 2016. The rand weakened by 16% to the US dollar from an average of R12.68 in fiscal 2015 to R14.70 in fiscal 2016 and the average Australian/US dollar exchange rate was similar at A$1=U.S.$0.75.

Gold sales decreased by 1% from 2,233,300 equivalent ounces in fiscal 2015 to 2,216,400 equivalent ounces in fiscal 2016. Gold sales at the South African operation increased by 46% from 6,160 kilograms (198,000 ounces) to 9,001 kilograms (289,400 ounces). Gold sales at the Ghanaian operations decreased by 5% from 753,900 ounces to 715,800 ounces. Gold equivalent sales at the Peruvian operation (Cerro Corona) decreased by 8% from 293,300 equivalent ounces to 268,900 equivalent ounces. At the Australian operations, gold sales decreased by 5% from 988,000 ounces to 942,400 ounces. As a general rule, Gold Fields sells all the gold it produces in the year of production.

	2016						2015
	Revenue		Gold sold		Gold produced		Revenue		Gold sold		Gold produced
	(U.S.$ million)		(’000) (Ozs)		(’000) (Ozs)		(U.S.$ million)		(’000) (Ozs)		(’000) (Ozs)
South Deep		358.2		289.4		290.4		232.3		198.0		198.0
Tarkwa		708.9		568.1		568.1		680.7		586.1		586.1
Damang		183.4		147.7		147.7		194.8		167.8		167.8
Cerro Corona		322.3		268.9		270.2		292.2		293.3		295.6
St. Ives		452.3		362.9		362.9		431.8		371.9		371.9
Agnew/Lawlers		285.4		229.3		229.3		273.9		236.6		236.6
Darlot		83.1		66.4		66.4		91.3		78.4		78.4
Granny Smith		355.8		283.8		283.8		348.4		301.1		301.1
Total		2,749.5		2,216.4		2,218.7		2,545.4		2,233.3		2,235.6

At South Deep in South Africa, gold sales increased by 46% from 6,160 kilograms (198,000 ounces) to 9,001 kilograms (289,400 ounces) mainly due to increased volumes and grades.

At the Ghanaian operations, gold sales at Tarkwa decreased by 3% from 586,100 ounces to 568,100 ounces due to the lower yield. Damang’s gold sales decreased by 12% from 167,800 ounces to 147,700 ounces mainly due to lower yield.

At Cerro Corona in Peru, copper production increased by 7% from 28,702 tonnes to 30,667 tonnes and gold production decreased by 5% from 158,900 ounces to 150,200 ounces. As a result gold equivalent sales decreased by 8% from 293,300 ounces to 268,900 ounces due to lower copper to gold price ratio as well as lower gold head grades treated and lower gold recovery.

At the Australian operations, production at St. Ives decreased by 2% from 371,900 ounces to 362,900 ounces due to lower grade or ore milled following the closure of the Cave Rocks and Athena underground mines and transition to a predominantly open pit operation. At Agnew/Lawlers, gold sales decreased by 3% from 236,600 ounces to 229,300 ounces mainly due to a reduction in ore processed. Gold production at Darlot decreased by 15% from 78,400 ounces to 66,400 ounces due to lower grades mined. At Granny Smith, gold production decreased by 6% from 301,100 ounces to 283,800 ounces due to lower grades mined and an increase in stockpiled ore as a consequence of the timing of the December milling campaign.

Cost of Sales

Cost of sales, which comprise operating costs, gold inventory change and amortization and depreciation, increased marginally from U.S.$2,066 million in fiscal 2015 to U.S.$2,067 million in fiscal 2016.

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Operating costs

Operating costs increased marginally from U.S.$1,431 million in fiscal 2015 to U.S.$1,433 million in fiscal 2016.

At South Deep in South Africa, operating costs increased by 33% from R3,000 million (U.S.$237 million) to R4,003 million (U.S.$272 million). This increase of R1,003 million was mainly due to the 47% increase in production, annual salary increases, the electricity increase and an increase in employees and contractors in line with the strategy to sustainably improve all aspects of the operation and to position the mine to achieve the targets set out in the Rebase Plan.

At the Ghanaian operations, operating costs decreased by 7% from U.S.$519 million in fiscal 2015 to U.S.$481 million in fiscal 2016. This decrease of U.S.$38 million was mainly at Damang due to lower mining and consumable costs in line with the lower production. It was partially offset by increased costs at Tarkwa. At Tarkwa, operating costs increased by 3% from U.S.$334 million to U.S.$345 million and at Damang, operating costs decreased by 26% from U.S.$184 million to U.S.$136 million.

At Cerro Corona in Peru, operating costs of U.S.$144 million in fiscal 2016 were similar to 2015.

At the Australian operations, operating costs increased by 2% from A$709 million (U.S.$533 million) in fiscal 2015 to A$720 million (U.S.$537 million) in fiscal 2016. At St. Ives, operating costs remained similar at A$259 million (U.S.$195 million). At Agnew/Lawlers, operating costs increased by 3% from A$190 million (U.S.$143 million) to A$195 million (U.S.$146 million). Operating costs at Darlot decreased by 4% from A$80 million (U.S.$60 million) to A$77 million (U.S.$57 million) due to cost reduction measures applied to mining activities. At Granny Smith, operating costs increased by 4% from A$181 million (U.S.$136 million) to A$189 million (U.S.$141 million) due to additional volumes.

Gold inventory change

The gold inventory credit to costs of U.S.$46 million in fiscal 2016 compared with a charge to costs of U.S.$25 million in fiscal 2015.

At South Deep, the gold inventory credit of Rnil (U.S.$nil) in fiscal 2015 compared with R11 million (U.S.$1 million) in fiscal 2016, due to gold produced not sold at year-end.

At Tarkwa, the gold inventory credit of U.S.$7 million in fiscal 2015 compared with U.S.$18 million in fiscal 2016, both due to a build-up of stockpiles.

At Damang, the gold inventory charge of U.S.$2 million in fiscal 2015 compared with a credit to costs of U.S.$nil in fiscal 2016, due to a drawdown of stockpiles and gold in circuit in fiscal 2015 compared to a build-up of gold in circuit in fiscal 2016.

At Cerro Corona, the gold inventory charge of U.S.$1 million in fiscal 2015 compared with a credit to costs of U.S.$4 million in fiscal 2016, due to a build-up of concentrate inventory in fiscal 2016 compared with a U.S.$1 million drawdown in fiscal 2015.

At St. Ives, the charge to costs of A$34 million (U.S.$25 million) in fiscal 2015 compared with a credit to costs of A$15 million (U.S.$11 million), due to a build-up on stockpiles in fiscal 2016 compared with a drawdown of stockpiles in fiscal 2015.

At Agnew/Lawlers, the credit to costs of A$2 million (U.S.$1 million) in fiscal 2015 increased to A$7 million (U.S.$5 million) in fiscal 2016, both due to a build-up of stockpiles.

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At Darlot, the credit to costs of A$1 million (U.S.$1 million) in fiscal 2015 compared with a charge to costs of A$1 million (U.S.$nil) due to a drawdown of gold in circuit in fiscal 2016 compared to a build-up of gold in circuit in fiscal 2015.

At Granny Smith, the charge of A$7 million (U.S.$5 million) in fiscal 2015 compared to a credit to costs of A$10 million (U.S.$7 million) due to a build-up of stockpiles in fiscal 2016 compared to a drawdown of stockpiles in fiscal 2015.

Amortization and depreciation

Depreciation and amortization is calculated on the units-of-production method and is based on current gold production as a percentage of total expected gold production over the lives of the different mines.

The table below depicts the changes from December 31, 2015 to December 31, 2016 for proven and probable managed gold and equivalent reserves and for the life-of-mine for each operation and the resulting impact on the amortization charge in fiscal 2016. The amortization in fiscal 2016 was based on the reserves as at December 31, 2015. The life-of-mine information is based on the operations’ strategic plans, adjusted for proven and probable reserve balances. In basic terms, amortization is calculated using the life-of-mine for each operation, which is based on: (1) the proven and probable reserves for the operation at the start of the relevant year (which are taken to be the same as at the end of the prior fiscal year); and (2) the amount of gold produced by the operation during the year. The ore reserve statement as at December 31, 2016 became effective on January 1, 2017.

	Proved and Probable  Mineral Reserves as of						Life of mine				Amortization and depreciation for the year ended
	December 31, 2014		December 31, 2015		December 31, 2016		December 31, 2015		December 31, 2016		December 31, 2015		December 31, 2016
	(‘000 oz)						(years)				(U.S.$ million)
South Africa region
South Deep		38,000		37,300		37,300		81		79		67.9		71.5
West African region
Tarkwa(1)		7,500		6,700		6,100		16		15		162.3		184.4
Damang(2)		1,200		1,000		1,700		5		8		26.4		17.8
Americas region
Cerro Corona(3)		3,000		2,800		2,400		8		7		100.1		115.6
Australasian region
St. Ives		1,800		1,500		1,700		5		5		109.9		144.8
Agnew/Lawlers		900		700		500		4		3		62.0		77.1
Darlot		100		30		100		0.5		1		25.8		14.4
Granny Smith		900		1,300		1,700		9		9		54.1		45.0
Corporate and other		—		—		—		—		—		1.4		8.6
Total reserves(4)		53,400		51,330		51,500						609.9		679.2

Notes:

(1) As of December 31, 2014, December 31, 2015 and December 31, 2016 mineral reserves of 6.742 million ounces, 6.071 million ounces and 5.473 million ounces of gold, respectively, were attributable to Gold Fields, with the remainder attributable to non-controlling shareholders in the Tarkwa operation.

(2) As of December 31, 2014, December 31, 2015 and December 31, 2016 mineral reserves of 1.111 million ounces, 0.876 million ounces and 1.506 million ounces of gold, respectively, were attributable to Gold Fields, with the remainder attributable to non-controlling shareholders in the Damang operation.

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(3) As of December 31, 2014, December 31, 2015 and December 31, 2016 mineral reserves of 2.988 million ounces, 2.763 million ounces and 2.356 million ounces of equivalent gold were attributable to Gold Fields, with the remainder attributable to non-controlling shareholders in the Cerro Corona operation.

(4) As of December 31, 2014, December 31, 2015 and December 31, 2016 reserves of 48.123 million ounces, 47.292 million ounces and 49.172 million ounces of equivalent gold, respectively, were attributable to Gold Fields, with the remainder attributable to non-controlling shareholders in the Ghanaian and Peruvian operations.

Amortization and depreciation increased by 11% from U.S.$610 million in fiscal 2015 to U.S.$679 million in fiscal 2016.

At South Deep in South Africa, amortization and depreciation increased by 22% from R861 million (U.S.$68 million) in fiscal 2015 to R1,051 million (U.S.$72 million) mainly due to an increase in production.

At the Ghanaian operations, amortization and depreciation increased by 7% from U.S.$189 million in fiscal 2015 to U.S.$202 million in fiscal 2016. Tarkwa increased by 14% from U.S.$162 million to U.S.$184 million mainly due to a reduction in reserves. Damang decreased by 31% from U.S.$26 million to U.S.$18 million mainly due to the asset specific impairment at Damang at the end of 2015 and a decrease in production in fiscal 2016.

At Cerro Corona in Peru, amortization and depreciation increased by 16% from U.S.$100 million in fiscal 2015 to U.S.$116 million in fiscal 2016. This increase is due to reduction in gold and copper reserves.

At the Australian operations, amortization and depreciation increased by 13%, from A$335 million (U.S.$252 million) in fiscal 2015 to A$377 million (U.S.$281 million) in fiscal 2016. At St. Ives, amortization and depreciation increased by 33% from A$146 million (U.S.$110 million) in fiscal 2015 to A$194 million (U.S.$145 million) due to a decrease in reserves. Agnew/Lawlers increased by 26% from A$82 million (U.S.$62 million) in fiscal 2015 to A$103 million (U.S.$77 million) mainly due to a decrease in reserves. amortization and depreciation at Darlot decreased by 44% from A$34 million (U.S.$26 million) to A$19 million (U.S.$14 million) mainly due to the cash-generating unit impairment at Darlot at the end of 2015 and lower production in fiscal 2016. At Granny Smith, amortization and depreciation decreased by 15% from A$72 million (U.S.$54 million) to A$61 million (U.S.$45 million) due to lower production.

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All-in sustaining and total all-in cost

The following table sets out for each operation and the Group, total gold sales in ounces, all-in sustaining costs and total all-in cost, net of by-product revenue, in U.S.$/oz for fiscal 2016 and fiscal 2015:

	2016						2015
	Gold only ounces sold		All-in sustaining costs(2)		Total-all in cost(2)		Gold only ounces sold		All-in sustaining costs(2)		Total-all in cost(3)
	(Ozs)		(U.S.$/oz)		(U.S.$/oz)		(Ozs)		(U.S.$/oz)		(U.S.$/oz)
South Deep		289.4		1,207		1,234		198.0		1,490		1,559
South African operation		289.4		1,207		1,234		198.0		1,490		1,559
Tarkwa		568.1		959		959		586.1		970		970
Damang		147.7		1,254		1,254		167.8		1,326		1,326
Ghanaian operations		715.8		1,020		1,020		753.9		1,049		1,049
Cerro Corona(1)		149.1		499		499		158.8		718		718
Peruvian operation		149.1		499		499		158.8		718		718
St. Ives		362.9		949		949		371.9		969		969
Agnew/Lawlers		229.3		971		971		236.6		959		959
Darlot		66.4		1,238		1,238		78.4		1,057		1,057
Granny Smith		283.8		834		834		301.1		764		764
Australian operations		942.4		940		940		988.0		912		912
GIP and Corporate		—		7		30		—		6		19
Total operations		2,096.8		980		1,006		2,098.8		1,007		1,026

Notes:

(1) Gold sold at Cerro Corona excludes copper equivalents of 119,800 ounces in fiscal 2016 and 134,500 ounces in fiscal 2015.

(2) Net of by product revenue.

(3) All-in costs are calculated in accordance with the WGC Industry standard. Refer to page 162 for detailed calculations and discussion of non-IFRS measures.

(4) Figures above may not add as they are rounded independently.

The Group AISC decreased by 3% from U.S.$1,007 per ounce in fiscal 2015 to U.S.$980 per ounce in fiscal 2016 mainly due to lower net operating costs, lower losses on commodity cost hedges, higher by-product credits, partially offset by higher non-cash and cash remuneration and higher sustaining capital expenditure. AISC in fiscal 2015 included U.S.$8 million of inventory written off at Damang. AIC decreased by 2% from U.S.$1,026 per ounce in fiscal 2015 to U.S.$1,006 per ounce in fiscal 2016 for the same reasons as AISC, as well as lower non-sustaining capital expenditure, partially offset by higher exploration, feasibility and evaluation costs.

At South Deep in South Africa, AISC decreased by 6% from R607,429 per kilogram (U.S.$1,490 per ounce) in fiscal 2015 to R570,303 per kilogram (U.S.$1,207 per ounce) in fiscal 2016 mainly due to increased gold sold, partially offset by higher operating costs and higher sustaining capital expenditure. The AIC decreased by 8% from R635,622 per kilogram (U.S.$1,559 per ounce) to R583,059 per kilogram (U.S.$1,234 per ounce) due to the same reasons as for AISC as well as lower non-sustaining capital expenditure.

At the Ghanaian operations, AISC and total AIC decreased by 3% from U.S.$1,049 per ounce in fiscal 2015 to U.S.$1,020 per ounce in fiscal 2016 mainly due to lower net operating costs and lower capital expenditure, partially offset by lower gold sold. At Tarkwa, AISC and AIC decreased by 1% from U.S.$970 per ounce in fiscal 2015 to U.S.$959 per ounce in fiscal 2016 due to lower capital expenditure, partially offset by lower gold sold. At Damang, AISC and total AIC decreased by 5% from U.S.$1,326 per ounce in fiscal 2015 to U.S.$1,254 per ounce in fiscal 2016 due to lower net operating costs, partially offset by lower gold sold and higher capital expenditure.

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At Cerro Corona in Peru, AISC and AIC decreased by 31% from U.S.$718 per ounce in fiscal 2015 to U.S.$499 per ounce in fiscal 2016 mainly due to lower net operating costs, lower sustaining capital expenditure and higher by-product credits, partially offset by lower gold sold. AISC and total AIC per equivalent ounce decreased by 2% from U.S.$777 per equivalent ounce to U.S.$762 per equivalent ounce mainly due to the same reasons as above.

At the Australian operations, AISC and AIC increased by 4% from A$1,211 per ounce (U.S.$912 per ounce) in fiscal 2015 to A$1,261 per ounce (U.S.$941 per ounce) in fiscal 2016 mainly due to higher capital expenditure and lower gold sold, partially offset by lower net operating costs. At St. Ives, AISC and AIC decreased by 1% from A$1,287 per ounce (U.S.$969 per ounce) in fiscal 2015 to A$1,273 per ounce (U.S.$949 per ounce) in fiscal 2016 due to the significant reduction in net operating costs, partially offset by lower gold sold and higher capital expenditure. At Agnew/Lawlers, AISC and AIC increased by 2% from A$1,276 per ounce (U.S.$959 per ounce) in fiscal 2015 to A$1,301 per ounce (U.S.$971 per ounce) in fiscal 2016 due to lower gold sold, partially offset by lower capital expenditure. At Darlot, AISC and total AIC increased by 18% from A$1,403 per ounce (U.S.$1,057 per ounce) in fiscal 2015 to A$1,662 per ounce (U.S.$1,238 per ounce) in fiscal 2016 due to lower gold sold and higher capital expenditure, partially offset by lower net operating costs. At Granny Smith, AISC and AIC increased by 10% from A$1,017 per ounce (U.S.$764 per ounce) in fiscal 2015 to A$1,119 per ounce (U.S.$834 per ounce) in fiscal 2016 mainly due to lower gold sold and higher capital expenditure, partially offset by the lower net operating costs.

Net Operating Profit

Net operating profit increased by 43% from U.S.$479 million in fiscal 2015 to U.S.$683 million in fiscal 2016.

This is due to reasons discussed earlier.

Investment Income

Income from investments increased by 33% from U.S.$6 million in fiscal 2015 to U.S.$8 million in fiscal 2016. The increase was mainly due to higher cash balances at the international operations in fiscal 2016.

The investment income in fiscal 2016 of U.S.$8 million comprised U.S.$1 million interest on monies invested in the South African rehabilitation trust fund and U.S.$7 million interest on other cash and cash equivalent balances.

The investment income in fiscal 2015 of U.S.$6 million comprised U.S.$nil interest on monies invested in the South African rehabilitation trust fund and U.S.$6 million interest on other cash and cash equivalent balances.

Interest received on the South African rehabilitation trust fund increased marginally from U.S.$nil in fiscal 2015 to U.S.$1 million in fiscal 2016.

Interest on other cash balances increased by 17% from U.S.$6 million in fiscal 2015 to U.S.$7 million in fiscal 2016 mainly due to higher cash balances at the international operations in fiscal 2016.

Finance Expense

Finance expense decreased by 6% from U.S.$83 million in fiscal 2015 to U.S.$78 million in fiscal 2016.

The finance expense of U.S.$78 million in fiscal 2016 comprised U.S.$11 million relating to the accretion of the environmental rehabilitation liability and U.S.$82 million on various Group borrowings, partially offset by borrowing costs capitalized of U.S.$15 million.

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The finance expense of U.S.$83 million in fiscal 2015 comprised U.S.$12 million relating to the accretion of the environmental rehabilitation liability and U.S.$88 million on various Group borrowings, partially offset by borrowing costs capitalized of U.S.$17 million.

The environmental rehabilitation liability accretion expense decreased from U.S.$12 million in fiscal 2015 to U.S.$11 million in fiscal 2016 mainly due to lower present values of the rehabilitation liabilities which resulted from the lower discount rates used in the 2015 rehabilitation liabilities calculation.

Below is an analysis of the components making up the interest on the various Group borrowings, stated on a comparative basis:

	2016		2015
	(U.S.$ million)
Interest on borrowings to fund capital expenditure and operating costs at the South African operation		6		3
Interest on U.S.$1 billion notes issue		44		50
Sibanye Gold guarantee fee		—		1
Interest on U.S.$70 million senior secured revolving credit facility		2		2
Interest on U.S.$150 million revolving senior secured credit facility		3		3
Interest on U.S.$1,510 million term loan and revolving credit facilities		12		28
Interest on U.S.$1,290 million term loan and revolving credit facilities		14		—
Other interest charges		1		1
		82		88

Interest on borrowings to fund capital expenditure and operating costs at the South African operation increased from U.S.$3 million in fiscal 2015 to U.S.$6 million in fiscal 2016 due to drawdowns of South African borrowings in fiscal 2016.

Interest on the U.S.$1 billion notes issue decreased from U.S.$50 million in fiscal 2015 to U.S.$44 million in fiscal 2016. The decrease is due to the buy-back of notes amounting to U.S.$148 million during 2016.

The yearly guarantee fee of U.S.$5 million became payable to Sibanye Gold in fiscal 2013 after the unbundling of Sibanye Gold. On April 24, 2015, Sibanye Gold was released as guarantor, resulting in a pro-rata guarantee fee of U.S.$1 million in fiscal 2015.

Interest on the U.S.$70 million senior secured revolving credit facility remained flat at U.S.$2 million.

Interest on the U.S.$150 million revolving senior secured credit facility remained flat at U.S.$3 million.

Interest on the U.S.$1,510 million term loan and revolving credit facilities decreased from U.S.$28 million in fiscal 2015 to U.S.$12 million in fiscal 2016. The decrease is due to the U.S.$1,510 million term loan and revolving credit facilities being cancelled and refinanced through the U.S.$1,290 million term loan and revolving credit facilities on June 6, 2016. Interest on the U.S.$1,290 million term loan and revolving credit facilities from the date of refinancing was U.S.$14 million.

During 2016, U.S.$15 million (2015: U.S.$17 million) of borrowing costs were capitalized in terms of IAS 23 Borrowing Cost. IAS 23 requires capitalization of borrowing costs whenever general borrowings are used to finance qualifying projects. The only qualifying project was South Deep’s mine development. An average interest capitalization rate of 4.7% (2015: 4.8%) was applied.

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Gain/(Loss) on Financial Instruments

The gain/(loss) on financial instruments was a gain of U.S.$14 million in fiscal 2016 compared to a loss of U.S.$5 million in fiscal 2015.

The gain on financial instruments of U.S.$14 million in fiscal 2016 comprised the profit on the South Deep currency hedge.

On February 25, 2016, South Deep entered into U.S.$/Rand forward exchange contracts for a total delivery of U.S.$69.8 million starting at July 2016 to December 2016. The average forward rate achieved over the six month period was R16.8273. The hedge was delivered into in July and August and the balance closed out in September 2016. The average rate achieved on delivery and close out was R13.8010, resulting in a positive cash flow and a profit of U.S.$14 million.

The loss on financial instruments of U.S.$5 million in fiscal 2015 comprised the loss on the Australian diesel hedges.

On September 10, 2014, GFA entered into a Singapore Gasoil 10ppm cash settled swap transaction contract for a total of 136,500 barrels, effective September 15, 2014 until March 31, 2015 at a fixed price of U.S.$115.00 per barrel. The 136,500 barrels are based on 50% of usage for the seven month period from September 2014 to March 2015. Brent Crude at the time of the transaction was U.S.$99.10 per barrel. On November 26, 2014, GFA entered into further contracts. A contract for 63,000 barrels for the period from January to March 2015 was committed at a fixed price of U.S.$94.00 per barrel and a further 283,500 barrels was committed at a price of U.S.$96.00 per barrel for the period from April to December 2015. Brent Crude at the time of the transaction was U.S.$78.50 per barrel. By entering into the above contracts, the Australian region hedged its full diesel requirements for fiscal 2015.

At December 31, 2015, the fair value of these oil derivative contracts was negative U.S.$2 million. At December 31, 2016, there were no derivative contracts outstanding.

Foreign Exchange (Loss)/Gain

The foreign exchange (loss)/gain was a loss of U.S.$6 million in fiscal 2016 compared to a gain of U.S.$10 million in fiscal 2015.

These gains and losses on foreign exchange related to the conversion of offshore cash holdings into their functional currencies. The exchange loss of U.S.$6 million was mainly due to the weakening of the Ghanaian Cedi, while the gains of U.S.$10 million in fiscal 2015 were mainly due to the weakening of the Australian Dollar.

Other Costs, Net

Other costs, net decreased by 19% from U.S.$21 million in fiscal 2015 to U.S.$17 million in fiscal 2016.

The costs in fiscal 2016 are mainly made up of:

• Social contributions and sponsorships of U.S.$19 million;

• Facility charges of U.S.$8 million on borrowings;

• Offshore structure costs of U.S.$9 million;

• Corporate related costs of U.S.$4 million;

• GFA margin improvement project of U.S.$5 million;

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• Profit of U.S.$18 million on the buy-back of notes; and

• Rehabilitation income of U.S.$10 million as a result of changes in estimates relating to the provision for environmental rehabilitation costs recognized in profit or loss.

The costs in fiscal 2015 are mainly made up of:

• Social contributions and sponsorships of U.S.$12 million;

• Facility charges of U.S.$2 million on borrowings;

• Offshore structure costs of U.S.$13 million;

• Global compliance costs of U.S.$4 million; and

• Rehabilitation income of U.S.$15 million as a result of changes in estimates relating to the provision for environmental rehabilitation costs recognized in profit or loss.

Share-Based Payments

Gold Fields recognizes the cost of share options granted (share-based payments) in terms of IFRS 2, Share-based payment.

Gold Fields has adopted appropriate valuation models (Black-Scholes and Monte Carlo simulation) to fair value share-based payments. The value of the share options is determined at the grant date of the options and depending on the rules of the plan expensed on a straight-line basis over a three-year vesting period, adjusted for forfeitures as appropriate.

Share-based payments increased by 27% from U.S.$11 million in fiscal 2015 to U.S.$14 million in fiscal 2016. The corresponding entry for the above adjustments was share-based payment reserve within shareholders’ equity.

The increase in share-based payments was due to the adoption of the revised 2012 Share Plan during 2016 to replace the LTIP.

Long-Term Incentive Plan Expense

Gold Fields recognizes the long-term incentive plan expense in terms of IAS 19, Employee benefits.

On March 1, 2014, the Remuneration Committee approved the Long-term Cash Incentive Plan, or LTIP. The plan provides for executive directors, certain officers and employees to receive a cash award conditional on the achievement of specified performance conditions relating to total shareholder return and FCF Margin. The conditions are assessed over the performance cycle which runs over three calendar years. The expected timing of the cash outflows in respect of each grant is at the end of three years after the original award was made.

These awards are measured on the date the award is made and re-measured at each reporting period. The total shareholder return portion of the award is measured using the Monte Carlo simulation valuation model, which requires assumptions regarding the share price volatility and expected dividend yield. The fair value of the free cash flow portion of the award is valued based on the actual and expected achievement of the cash flow targets set out in the plan. The assumptions used in the Monte Carlo model and the expected cash flow targets are reviewed at each reporting date.

No allocations were made under the LTIP in fiscal 2016 following the approval of the revised 2012 Share Plan.

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The LTIP expense increased by 120% from U.S.$5 million in fiscal 2015 to U.S.$11 million in fiscal 2016. The increase was due to marked-to-market adjustments, as well as additional vestings under the plan.

Exploration Expense

For fiscal 2016, U.S.$124 million was spent on exploration, comprising brownfields exploration of U.S.$79 million (Australia U.S.$76 million and Ghana U.S.$3 million) and greenfields exploration comprising Salares Norte in Chile (U.S.$39 million), APP in Finland (U.S.$1 million) and U.S.$5 million was spent on exploration office costs. Of the U.S.$124 million exploration costs incurred, U.S.$92 million was recognized in the consolidated income statement of which U.S.$48 million related to Australia.

For fiscal 2015, U.S.$95 million was spent on exploration, comprising brownfields exploration of U.S.$72 million (Australia U.S.$68 million, Ghana U.S.$3 million and South Africa U.S.$1 million) and greenfields exploration comprising Salares Norte in Chile (U.S.$16 million), APP in Finland (U.S.$1 million) and U.S.$6 million was spent on exploration office costs. Of the U.S.$95 million exploration costs incurred, U.S.$54 million was recognized in the consolidated income statement of which U.S.$31 million related to Australia.

Subject to continued exploration success, U.S.$134 million will be spent on exploration in fiscal 2017, comprising brownfields exploration of U.S.$65 million (Australia U.S.$65 million) and greenfields exploration of U.S.$69 million, primarily at Salares Norte.

Share Of Results Of Equity Accounted Investees After Taxation

Share of results of equity accounted investees after taxation decreased by 67% from a loss of U.S.$6 million in fiscal 2015 to a loss of U.S.$2 million in fiscal 2016.

The decrease relates mainly to the reclassification of Hummingbird Resources PLC, or Hummingbird, and Bezant to available-for-sale investments during 2015 and 2016, respectively, when they no longer qualified as equity-accounted investees. During 2016, Gold Fields only equity accounted for FSE.

Restructuring Costs

Restructuring costs increased by 33% from U.S.$9 million in fiscal 2015 to U.S.$12 million in fiscal 2016. The cost in fiscal 2016 relates mainly to separation packages in Damang and Granny Smith and the cost in fiscal 2015 relates mainly to separation packages in Tarkwa and St. Ives.

Impairment Of Investments And Assets

Impairment of investments and assets decreased by 65% from U.S.$221 million in fiscal 2015 to U.S.$77 million in fiscal 2016.

The impairment charge of U.S.$77 million in fiscal 2016 comprises:

• U.S.$2 million asset specific impairment at Damang, relating to inoperable mining fleet that is no longer used under the current life of mine plan;

• U.S.$8 million write down of assets held for sale. Following the Damang re-investment plan, a decision was taken to sell certain mining fleet assets and related spares. The sale of the assets is expected to be concluded during 2017. As a result, the assets were classified as held for sale and valued at the lower of FVLCOD or carrying value which resulted in an impairment; and

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• U.S.$66 million cash-generating unit impairment at Cerro Corona. The impairment is due to a reduction in gold and copper reserves due to depletion, a decrease in the gold and copper price assumptions for fiscal 2017 and fiscal 2018, a lower resource price and an increase in the Peru tax rate from fiscal 2017 onwards.

The impairment charge of U.S.$221 million in fiscal 2015 comprises:

• U.S.$8 million net realizable write-downs of stockpiles at Damang;

• U.S.$7 million impairment of redundant assets at Cerro Corona;

• U.S.$14 million cash-generating unit impairment at Darlot;

• U.S.$36 million asset specific impairment at Damang, relating to immovable mining assets that would no longer be used under the current life of mine;

• U.S.$39 million at the APP. This project is valued at the lower of fair value less cost of disposal or carrying value after a decision was made to dispose of APP and it was reclassified as held for sale in fiscal 2013. The carrying value at December 31, 2014 was U.S.$40 million based on an offer made as part of the ongoing sale process during 2014. This offer was not realized and during 2015, APP was further impaired by U.S.$39 million to its fair value less cost of disposal;

• U.S.$101 million impairment of the Group’s investment in FSE to its recoverable amount;

• U.S.$8 million impairment of Hummingbird was recognized to adjust the carrying value of the investment to its fair value upon derecognition of the investment as an equity accounted investee; and

• U.S.$8 million related to impairment of listed investments (Hummingbird, Bezant and various junior exploration companies) to their fair values.

Profit On Disposal Of Investments

The profit on the disposal of investments was U.S.$2 million in fiscal 2016 compared with U.S.$nil in fiscal 2015.

The profit on disposal of investments of U.S.$2 million in fiscal 2016 related mainly the profit on disposal of shares in Sibanye Gold.

Profit/(Loss) On Disposal Of Assets

Profit on disposal of assets was U.S.$48 million in fiscal 2016 compared to U.S.$nil in fiscal 2015.

Profit on disposal of assets of U.S.$48 million in fiscal 2016 related to the sale of royalties as part of the Maverix transaction.

Royalties

Royalties increased by 5% from U.S.$76 million in fiscal 2015 to U.S.$80 million in fiscal 2016 and are made up as follows:

	2016		2015
	(U.S.$ million)
South Africa		2		1
Ghana		44		44
Peru		5		3
Australia		29		28
		80		76

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The royalty in South Africa and Australia increased in line with the increase in gold revenues. The royalty in Peru increased due to the higher operating margin of Cerro Corona.

Mining And Income Tax

Mining and income tax charge decreased by 22% from U.S.$247 million in fiscal 2015 to U.S.$192 million in fiscal 2016.

The table below indicates Gold Fields’ effective tax rate in fiscal 2016 and 2015:

	2016			2015
Income and mining tax charge—U.S.$ million		(192	)		(247	)
Effective tax rate—%		(52.5	)		(5,491.1	)

In fiscal 2016, the effective tax rate of 52.5% was higher than the maximum South African mining statutory tax rate of 34% mainly due to the tax effect of the following:

• U.S.$23 million adjustment to reflect the actual realized company tax rates in South Africa and offshore;

• U.S.$9 million deferred tax release on the reduction of corporate tax rate at the Ghanaian operations, partially offset by the increase in tax rate at Cerro Corona;

• U.S.$6 million non-taxable profit on the buy-back of notes; and

• U.S.$1 million non-taxable profit on disposal of investments.

The above were offset by the following tax-effected charges:

• U.S.$20 million non-deductible charges comprising share-based payments (U.S.$5 million) and exploration expense (U.S.$15 million);

• U.S.$24 million non-deductible interest paid;

• U.S.$1 million deferred tax charge on Peruvian Nuevo Sol devaluation against US Dollar;

• U.S.$35 million deferred tax assets not recognized at Cerro Corona and Damang;

• U.S.$10 million of net non-deductible expenditure and non-taxable income;

• U.S.$1 million of non-deductible share of results of associates after taxation; and

• U.S.$8 million of various Peruvian non-deductible expenses.

In fiscal 2015, the effective tax rate of 5,491% was higher than the maximum South African mining statutory tax rate of 34% mainly due to the tax effect of the following:

• U.S.$22 million adjustment to reflect the actual realized company tax rates in South Africa and offshore; and

• U.S.$5 million deferred tax release on the change of tax rate at the Peruvian operation.

The above were offset by the following tax-effected charges:

• U.S.$12 million non-deductible charges comprising share-based payments (U.S.$4 million) and exploration expense (U.S.$8 million);

• U.S.$53 million non-deductible impairment charges of assets relating mainly to listed investment, Hummingbird, APP and FSE;

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• U.S.$27 million non-deductible interest paid;

• U.S.$41 million deferred tax charge on Peruvian Nuevo Sol devaluation against US Dollar;

• U.S.$113 million derecognition of deferred tax assets at Cerro Corona and Damang;

• U.S.$9 million of net non-deductible expenditure and non-taxable income;

• U.S.$2 million of non-deductible share of results of associates after taxation; and

• U.S.$8 million of various Peruvian non-deductible expenses.

Profit/(Loss) For The Year

As a result of the factors discussed above, Gold Fields posted a profit of U.S.$174 million in fiscal 2016 compared with a loss of U.S.$243 million in fiscal 2015.

Profit/(Loss) Attributable To Owners Of The Parent

Gold Fields posted a profit attributable to owners of the parent of U.S.$163 million in fiscal 2016 compared to a loss of U.S.$242 million in fiscal 2015.

Profit/(Loss) Attributable To Non-Controlling Interest Holders

Profit/(loss) attributable to non-controlling interest was a profit of U.S.$11 million in fiscal 2016 compared to a loss of U.S.$1 million in fiscal 2015.

The non-controlling interest consists of Gold Fields Ghana (Tarkwa) and Abosso Goldfields (Damang) at 10% each at the end of 2016 and 2015 and La Cima (Cerro Corona) at 0.47% at the end of 2016 and 2015.

The amount making up the non-controlling interest is shown below:

	2016 Non-controlling interest Effective (1)			2015 Non-controlling interest Effective (1)			2016			2015
	(U.S.$ million)
Gold Fields Ghana Limited—Tarkwa		10.0	%		10.0	%		12			9
Abosso Goldfields—Damang		10.0	%		10.0	%		(1	)		(9	)
Gold Fields La Cima—Cerro Corona		0.47	%		0.47	%		—			(1	)
								11			(1	)

Note:

(1) Average for the year.

Earnings/(Loss) Per Share

As a result of the above, Gold Fields earnings of U.S.$0.20 per share in fiscal 2016 compared with a loss of U.S.$0.31 per share in fiscal 2015.

RESULTS FOR THE YEAR

Years ended December 31, 2015 and December 31, 2014

(Loss)/profit attributable to owners of the parent was a loss of U.S.$242 million (or U.S.$0.31 per share) for fiscal 2015 compared to a profit of U.S.$13 million (or U.S.$0.02 per share) for fiscal 2014. The reasons for this decrease are discussed below.

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Revenue

Revenue decreased by 11% from U.S.$2,869 million in fiscal 2014 to U.S.$2,545 million in fiscal 2015. The decrease in revenue of U.S.$324 million was mainly due to a decrease of 9% in the average US dollar gold price for the year from U.S.$1,249 per ounce in fiscal 2014 to U.S.$1,140 per ounce in fiscal 2015, a 30% decrease in the average US dollar copper price from U.S.$6,827 per tonne in fiscal 2014 to U.S.$4,787 per tonne in fiscal 2015 and a decrease in gold sales of 3% from 2,296,200 equivalent ounces to 2,233,300 equivalent ounces in fiscal 2015. The rand weakened by 17% to the US dollar from an average of R10.82 in fiscal 2014 to R12.68 in fiscal 2015 and the average Australian/US dollar exchange rate weakened by 17% from an average of A$1=U.S.$0.90 in fiscal 2014 to A$1=U.S.$0.75 in fiscal 2015.

Gold sales decreased by 3% from 2,296,200 equivalent ounces in fiscal 2014 to 2,233,300 equivalent ounces in fiscal 2015. Gold sales at the South African operation decreased by 1% from 6,237 kilograms (200,500 ounces) to 6,160 kilograms (198,000 ounces). Gold sales at the Ghanaian operations increased by 2% from 736,000 ounces to 753,900 ounces. Gold equivalent sales at the Peruvian operation decreased by 11% from 328,600 equivalent ounces to 293,300 equivalent ounces. At the Australian operations, gold sales decreased by 4% from 1,031,100 ounces to 988,000 ounces. As a general rule, Gold Fields sells all the gold it produces.

	2015						2014
	Revenue		‘000 Gold sold		‘000 Gold produced		Revenue		‘000 Gold sold		‘000 Gold produced
	(U.S.$ million)		(Ozs)		(Ozs)		(U.S.$ million)		(Ozs)		(Ozs)
South Deep		232.3		198.0		198.0		254.8		200.5		200.5
Tarkwa		680.7		586.1		586.1		706.7		558.3		558.3
Damang		194.8		167.8		167.8		224.6		177.8		177.8
Cerro Corona		292.2		293.3		295.6		375.5		328.6		326.6
St. Ives		431.8		371.9		371.9		458.8		361.7		361.7
Agnew/Lawlers		273.9		236.6		236.6		342.5		270.7		270.7
Darlot		91.3		78.4		78.4		106.2		83.6		83.6
Granny Smith		348.4		301.1		301.1		399.8		315.2		315.2
Total		2,545.4		2,233.3		2,235.6		2,868.8		2,296.2		2,294.2

At South Deep in South Africa, gold sales were lower, decreasing by 1% from 6,237 kilograms (200,500 ounces) to 6,160 kilograms (198,000 ounces) mainly due to lower grades, partially offset by increased volumes.

At the Ghanaian operations, gold sales at Tarkwa increased by 5% from 558,300 ounces to 586,100 ounces mainly due to higher grade. Damang’s gold sales decreased by 6% from 177,800 ounces to 167,800 ounces mainly due to lower grades, partially offset by increased volumes.

At Cerro Corona in Peru, copper production decreased by 11% from 32,300 tonnes to 28,700 tonnes and gold production increased by 5% from 150,800 ounces to 158,800 ounces. As a result gold equivalent sales decreased by 11% from 328,600 ounces to 293,300 ounces due to a decrease in gold and copper grades as well as a lower gold equivalent price ratio.

At the Australian operations, production at St. Ives increased by 3% from 361,700 ounces to 371,900 ounces mainly due to higher grades mined and processed. At Agnew/Lawlers, gold sales decreased by 13% from 270,700 ounces to 236,600 ounces mainly due to lower tonnes mined and processed as well as lower grade. Gold production at Darlot decreased by 6% from 83,600 ounces to 78,400 ounces mainly due to lower tonnes mined and processed, partially offset by higher grade. At Granny Smith gold production decreased by 4% from 315,200 ounces to 301,100 ounces mainly due to lower grades and volumes processed.

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Cost of Sales

Cost of sales, which comprise of operating costs, gold inventory change and amortization and depreciation, decreased by 11% from U.S.$2,334 million in fiscal 2014 to U.S.$2,066 million in fiscal 2015.

Operating costs

Operating costs decreased by 15% from U.S.$1,685 million in fiscal 2014 to U.S.$1,431 million in fiscal 2015.

At South Deep in South Africa, operating costs increased by 13% from R2,657 million (U.S.$246 million) to R3,000 million (U.S.$237 million). This increase of R343 million was mainly due to annual wage increases and normal inflationary increases.

At the Ghanaian operations, operating costs decreased by 6% from U.S.$551 million in fiscal 2014 to U.S.$519 million in fiscal 2015. This decrease of U.S.$32 million was mainly at Tarkwa due to ongoing business improvement initiatives and the lower oil price. It was partially offset by increased costs at Damang mainly due to the increased tonnes mined. At Tarkwa, operating costs decreased by 11% from U.S.$374 million to U.S.$334 million and at Damang, operating costs increased by 3% from U.S.$178 million to U.S.$184 million.

At Cerro Corona in Peru, operating costs decreased by 9% from U.S.$158 million in fiscal 2014 to U.S.$144 million in fiscal 2015, mainly due to lower ore tonnes mined.

At the Australian operations, operating costs decreased by 12% from A$808 million (U.S.$730 million) in fiscal 2014 to A$709 million (U.S.$533 million) in fiscal 2015 mainly due to lower production. At St. Ives, operating costs decreased by 20% from A$324 million (U.S.$292 million) to A$259 million (U.S.$195 million). This decrease of A$65 million was mainly due to restructuring after Cave Rocks mine moved into care and maintenance at the beginning of May 2015, reduced tonnage from Athena underground, lower costs at the Lefroy mill since the introduction of campaign milling in March 2015 as well as lower surface cartage costs resulting from shorter tramming distances after the Cave Rocks closure. At Agnew/Lawlers, operating costs decreased by 1% from A$192 million (U.S.$173 million) to A$190 million (U.S.$143 million) this was mainly due to cost saving initiatives. Operating costs at Darlot decreased by 12% from A$91 million (U.S.$82 million) to A$80 million (U.S.$60 million) due to lower mining and processing costs and continued rationalization of costs. At Granny Smith, operating costs decreased by 10% from A$202 million (U.S.$183 million) to A$181 million (U.S.$136 million) due to lower mining and processing costs.

Gold inventory change

The gold inventory charge to costs of U.S.$25 million in fiscal 2015 compared with a credit to costs of U.S.$7 million in fiscal 2014.

At Tarkwa, the gold inventory credit of U.S.$2 million in fiscal 2014 compared with U.S.$7 million in fiscal 2015, both due to an increase in inventory.

At Damang, the gold inventory charge of U.S.$2 million in fiscal 2015 was similar to 2014, both due to a drawdown of stockpiles.

At Cerro Corona, the gold inventory charge of U.S.$2 million in fiscal 2014 compared with U.S.$1 million in fiscal 2015, both due to a drawdown of sulphide stockpiles.

At St. Ives, the credit to costs of A$11 million (U.S.$10 million) in fiscal 2014 compared with a charge to costs of A$34 million (U.S.$25 million) in fiscal 2015. This was mainly due to a drawdown of Neptune stockpiles of A$34 million (U.S.$25 million) in fiscal 2015 compared with a build-up of A$11 million (U.S.$10 million) in fiscal 2014.

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At Agnew/Lawlers, the gold inventory charge of A$nil (U.S.$nil) in fiscal 2014 compared with a credit to costs of A$2 million (U.S.$1 million) in fiscal 2015. The credit in fiscal 2015 was due to a build-up of inventory.

At Darlot, the charge to costs of A$2 million (U.S.$2 million) in fiscal 2014 compared with a credit to costs of A$1 million (U.S.$1 million) in fiscal 2015 as a result of a build-up of inventory in fiscal 2015 compared with a drawdown in fiscal 2014.

At Granny Smith, the charge of A$7 million (U.S.$5 million) in fiscal 2015 was due to a drawdown of inventory. This compared with a charge of A$nil (U.S.$nil) in fiscal 2014.

Amortization and depreciation

Depreciation and amortization is calculated on the units-of-production method and is based on current gold production as a percentage of total expected gold production over the lives of the different mines.

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The table below depicts the changes from December 31, 2014 to December 31, 2015 for proven and probable managed gold and equivalent reserves and for the life-of-mine for each operation and the resulting impact on the amortization charge in fiscal 2015. The amortization in fiscal 2015 was based on the reserves as at December 31, 2014. The life-of-mine information is based on the operations’ strategic plans, adjusted for proven and probable reserve balances. In basic terms, amortization is calculated using the life-of-mine for each operation, which is based on: (1) the proven and probable reserves for the operation at the start of the relevant year (which are taken to be the same as at the end of the prior fiscal year); and (2) the amount of gold produced by the operation during the year. The ore reserve statement as at December 31, 2015 became effective on January 1, 2016.

	Proved and Probable  Mineral Reserves as of						Life of mine				Amortization and depreciation for the year ended
	December 31, 2013		December 31, 2014		December 31, 2015		December 31, 2014		December 31, 2015		December 31, 2014		December 31, 2015
	(‘000 oz)						(years)				(U.S.$ million)
South African operation
South Deep		38,200		38,000		37,300		73		81		74.5		67.9
Ghanaian operations
Tarkwa(1)		7,300		7,500		6,700		17		16		141.6		162.3
Damang(2)		1,100		1,200		1,000		6		5		20.9		26.4
Peruvian operation
Cerro Corona(3)		3,700		3,000		2,800		9		8		79.6		100.1
Australian operations
St. Ives		2,000		1,800		1,500		6		5		140.5		109.9
Agnew/Lawlers		1,000		900		700		5		4		96.4		62.0
Darlot		200		100		30		2		0.5		16.6		25.8
Granny Smith		800		900		1,300		5		9		84.6		54.1
Corporate and other		—		—		—		—		—		2.0		1.4
Total reserves(4)		54,300		53,400		51,330						656.7		609.9

Notes:

(1) As of December 31, 2013, December 31, 2014 and December 31, 2015 mineral reserves of 6.546 million ounces, 6.742 million ounces and 6.071 million ounces of gold, respectively, were attributable to Gold Fields, with the remainder attributable to non-controlling shareholders in Tarkwa.

(2) As of December 31, 2013, December 31, 2014 and December 31, 2015 mineral reserves of 0.966 million ounces, 1.111 million ounces and 0.876 million ounces of gold, respectively, were attributable to Gold Fields, with the remainder attributable to non-controlling shareholders in Damang.

(3) As of December 31, 2013, December 31, 2014 and December 31, 2015 mineral reserves of 3.683 million ounces, 2.988 million ounces and 2.763 million ounces of equivalent gold were attributable to Gold Fields, with the remainder attributable to non-controlling shareholders in Cerro Corona.

(4) As of December 31, 2013, December 31, 2014 and December 31, 2015 reserves of 49.363 million ounces, 48.123 million ounces and 47.292 million ounces of gold, respectively, were attributable to Gold Fields, with the remainder attributable to non-controlling shareholders in Tarkwa, Damang and Cerro Corona.

Amortization and depreciation decreased by 7% from U.S.$657 million to U.S.$610 million in fiscal 2015.

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At South Deep in South Africa, amortization and depreciation at South Deep increased by 7% from R806 million (U.S.$75 million) in fiscal 2014 to R861 million (U.S.$68 million) in fiscal 2015 mainly due to additions to property, plant and equipment and reassessment of useful lives of certain assets.

At the Ghanaian operations, amortization and depreciation increased by 16% from U.S.$163 million in fiscal 2014 to U.S.$189 million in fiscal 2015. Tarkwa increased by 14% from U.S.$142 million to U.S.$162 million due to additions to property, plant and equipment. Damang increased by 24% from U.S.$21 million to U.S.$26 million mainly due to an increase in volume mined.

At Cerro Corona in Peru, amortization and depreciation at Cerro Corona increased by 25%, from U.S.$80 million in fiscal 2014 to U.S.$100 million in fiscal 2015. This significant increase from 2014 to 2015 was due additions to property, plant and equipment and reassessment of useful lives of certain assets.

At the Australian operations, amortization and depreciation decreased by 10%, from A$374 million (U.S.$338 million) in fiscal 2014 to A$335 million (U.S.$252 million) in fiscal 2015 mainly due to lower production. At St. Ives, amortization and depreciation decreased by 6% from A$156 million (U.S.$141 million) in fiscal 2014 to A$146 million (U.S.$110 million) due to the decrease in production. Agnew/Lawlers decreased by 23% from A$107 million (U.S.$96 million) in fiscal 2014 to A$82 million (U.S.$62 million) mainly due to lower production. Amortization and depreciation at Darlot increased by 89% from A$18 million (U.S.$17 million) to A$34 million (U.S.$26 million) as a result of the change in life of mine reserves. At Granny Smith, amortization and depreciation decreased by 23% from A$94 million (U.S.$85 million) to A$72 million (U.S.$54 million) due to lower production.

All-in sustaining and total all-in cost

The following table sets out for each operation and the Group, total gold sales in ounces, AISC and total AIC, net of by-product revenue, in U.S.$/oz for fiscal 2015 and fiscal 2014:

	2015						2014
	Gold only ounces sold		All-in sustaining costs(2)		Total-all in cost(2)		Gold only ounces sold		All-in sustaining costs(2)		Total-all in cost(2)
	(Ozs)		(U.S.$/oz)		(U.S.$/oz)		(Ozs)		(U.S.$/oz)		(U.S.$/oz)
South Deep		198.0		1,490		1,559		200.5		1,548		1,732
South African operation		198.0		1,490		1,559		200.5		1,548		1,732
Tarkwa		586.1		970		970		558.3		1,068		1,068
Damang		167.8		1,326		1,326		177.8		1,175		1,175
Ghanaian operations		753.9		1,049		1,049		736.0		1,094		1,094
Cerro Corona(1)		158.8		718		718		153.6		316		316
Peruvian operation		158.8		718		718		153.6		316		316
St. Ives		371.9		969		969		361.7		1,164		1,164
Agnew/Lawlers		236.6		959		959		270.7		990		990
Darlot		78.4		1,057		1,057		83.6		1,222		1,222
Granny Smith		301.1		764		764		315.2		809		809
Australian operations		988.0		912		912		1,031.1		1,015		1,015
GIP and Corporate		—		6		19		—		11		28
Total operations		2,098.8		1,007		1,026		2,121.4		1,053		1,087

Notes:

(1) Gold sold at Cerro Corona excludes copper equivalents of 134,500 ounces in fiscal 2015 and 175,000 ounces in fiscal 2014.

(2) Net of by-product revenue.

(3) AIC are calculated in accordance with the WGC Industry standard. Refer to page 162 for detailed calculations and discussion of non-IFRS measures.

(4) Figures may not add as they are rounded independently.

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AISC decreased by 4% from U.S.$1,053 per ounce in fiscal 2014 to U.S.$1,007 per ounce in fiscal 2015. Total AIC decreased by 6% from U.S.$1,087 per ounce in fiscal 2014 to U.S.$1,026 per ounce in fiscal 2015. The decrease in AISC and total AIC was due to lower net operating costs, the weaker R/US dollar and A$/U.S.$ dollar, partially offset by lower by-product credits and higher capital expenditure.

At South Deep in South Africa, AISC of R607,429 per kilogram (U.S.$1,490 per ounce) and total AIC of R635,622 per kilogram (U.S.$1,559 per ounce) in fiscal 2015 compared with AISC of R538,254 per kilogram (U.S.$1,548 per ounce) and total AIC of R602,363 per kilogram (U.S.$1,732 per ounce) in fiscal 2014 due to lower gold sold and higher operating costs, partially offset by lower capital expenditure.

At the Ghanaian operations, AISC and total AIC for the region of U.S.$1,049 per ounce in fiscal 2015 compared with U.S.$1,094 per ounce in fiscal 2014. At Tarkwa, AISC and total AIC of U.S.$970 per ounce in fiscal 2015 compared with U.S.$1,068 per ounce in fiscal 2014 due to increased gold sold and lower operating costs, partially offset by higher capital expenditure. At Damang, AISC and total AIC of U.S.$1,326 per ounce in fiscal 2015 compared with U.S.$1,175 per ounce in fiscal 2014 due to higher net operating costs, lower gold sold and the U.S.$8 million inventory write-off.

At Cerro Corona in Peru, AISC and total AIC amounted to U.S.$718 per ounce in fiscal 2015 compared with U.S.$316 per ounce in fiscal 2014 due to lower gold sold, lower by-product credits and higher capital expenditure, partially offset by lower net operating costs. AISC and total AIC, on a gold equivalent basis amounted to U.S.$777 per ounce in fiscal 2015 compared with U.S.$702 per ounce in fiscal 2014 mainly due to the same reasons as above as well as lower equivalent ounces sold.

At the Australian operations, AISC and total AIC for the region of A$1,211 per ounce (U.S.$912 per ounce) in fiscal 2015 compared with A$1,124 per ounce (U.S.$1,015 per ounce) in fiscal 2014 due to lower gold sold and higher capital expenditure, partially offset by lower net operating costs. At St. Ives, AISC and total AIC for St. Ives of A$1,287 per ounce (U.S.$969 per ounce) in fiscal 2015 compared with A$1,289 per ounce (U.S.$1,164 per ounce) in fiscal 2014 due to higher gold sold and lower net operating costs, partially offset by higher capital expenditure. At Agnew/Lawlers, AISC and total AIC for Agnew/Lawlers of A$1,276 per ounce (U.S.$959 per ounce) in fiscal 2015 compared with A$1,096 per ounce (U.S.$990 per ounce) in fiscal 2014 due to lower gold sold and higher capital expenditure, partially offset by lower net operating costs. At Darlot, AISC and total AIC of A$1,403 per ounce (U.S.$1,057 per ounce) in fiscal 2015 compared with A$1,353 per ounce (U.S.$1,222 per ounce) in fiscal 2014 due to lower gold sold and higher capital expenditure, partially offset by lower operating costs. At Granny Smith, AISC and total AIC of A$1,017 per ounce (U.S.$764 per ounce) in fiscal 2015 compared with A$896 per ounce (U.S.$809 per ounce) in fiscal 2014 due to lower gold sold and higher capital expenditure, partially offset by lower net operating costs.

Net Operating Profit

Net operating profit decreased by 10% from U.S.$534 million in fiscal 2014 to U.S.$479 million in fiscal 2015 due to reasons discussed earlier.

Investment Income

Income from investments increased by 50% from U.S.$4 million in fiscal 2014 to U.S.$6 million in fiscal 2015. The increase was mainly due to higher cash balances at the international operations in fiscal 2015.

The investment income in fiscal 2015 of U.S.$6 million comprised U.S.$nil interest on monies invested in the South African rehabilitation trust fund and U.S.$6 million interest on other cash and cash equivalent balances.

The investment income in fiscal 2014 of U.S.$4 million comprised U.S.$1 million interest on monies invested in the South African and Ghanaian environmental rehabilitation trust funds and U.S.$3 million interest on other cash and cash equivalent balances.

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Interest received on the funds decreased from U.S.$1 million in fiscal 2014 to U.S.$nil in fiscal 2015 mainly due to the weakening of the South Rand resulting in South Deep’s rand contribution being a nil United States Dollar figure.

Interest on other cash balances increased from U.S.$3 million in fiscal 2014 to U.S.$6 million in fiscal 2015 mainly due to higher cash balances at the international operations in fiscal 2015.

Finance Expense

Finance expense decreased by 16% from U.S.$99 million in fiscal 2014 to U.S.$83 million in fiscal 2015.

The finance expense of U.S.$83 million in fiscal 2015 comprised U.S.$12 million relating to the accretion of the environmental rehabilitation liability and U.S.$88 million on various Group borrowings, partially offset by interest capitalized of U.S.$17 million.

The finance expense of U.S.$99 million in fiscal 2014 comprised U.S.$18 million relating to the accretion of the environmental rehabilitation liability and U.S.$105 million on various Group borrowings, partially offset by interest capitalized of U.S.$24 million.

The environmental rehabilitation liability accretion expense decreased from U.S.$18 million in fiscal 2014 to U.S.$12 million in fiscal 2015 mainly due to lower present values of the rehabilitation liabilities which resulted from an increase in discount rates.

Below is an analysis of the components making up the interest on the various Group borrowings, stated on a comparative basis:

	2015		2014
	(U.S.$ million)
Interest on borrowings to fund capital expenditure and operating costs at the South African operation		3		18
Interest on U.S.$1 billion notes issue		50		50
Sibanye Gold guarantee fee		1		5
Interest on U.S.$70 million senior secured revolving credit facility		2		3
Interest on U.S.$200 million non-revolving senior secured term loan		—		2
Interest on U.S.$150 million revolving senior secured credit facility		3		—
Interest of U.S.$1,510 million term loan and revolving credit facility		28		25
Other interest charges		1		2
		88		105

Interest on borrowings to fund capital expenditure and operating costs at the South African operation decreased from U.S.$18 million in fiscal 2014 to U.S.$3 million in fiscal 2015 due to repayments of South African borrowings in the March 2015 quarter.

Interest on the U.S.$1 billion notes issue remained flat at U.S.$50 million in fiscal 2015.

The yearly guarantee fee of U.S.$5 million became payable to Sibanye Gold in fiscal 2013 after the unbundling of Sibanye Gold. On April 24, 2015, Sibanye Gold was released as guarantor, resulting in a pro-rata guarantee fee of U.S.$1 million in fiscal 2015.

Interest on the U.S.$70 million senior secured revolving credit facility decreased marginally from U.S.$3 million in fiscal 2014 to U.S.$2 million in fiscal 2015.

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On December 19, 2014, the outstanding balance under the U.S.$200 million non-revolving senior secured term loan was refinanced by drawing down under the U.S.$150 million revolving senior secured credit facility. Interest on these facilities increased marginally from U.S.$2 million in fiscal 2014 to U.S.$3 million in fiscal 2015.

Interest on the U.S.$1,510 million term loan and revolving credit facilities increased from U.S.$25 million in fiscal 2014 to U.S.$28 million in fiscal 2015. The increase is due to additional borrowings during 2015.

During 2015, U.S.$17 million (2014: U.S.$24 million) of interest was capitalized in terms of IAS 23, Borrowing Cost. IAS 23 requires capitalization of borrowing costs whenever general borrowings are used to finance qualifying projects. The only qualifying project was South Deep’s mine development. An average interest capitalization rate of 4.8% (2014: 5.3%) was applied.

Loss on Financial Instruments

The loss on financial instruments decreased by 58% from U.S.$12 million in fiscal 2014 to U.S.$5 million in fiscal 2015.

The loss on financial instruments of U.S.$5 million in fiscal 2015 and U.S.$12 million in fiscal 2014 comprised the loss on the Australian diesel hedges.

On September 10, 2014, Gold Fields Australia (Proprietary) Limited entered into a Singapore Gasoil 10ppm cash settled swap transaction contract for a total of 136,500 barrels, effective September 15, 2014 until March 31, 2015 at a fixed price of U.S.$115.00 per barrel. The 136,500 barrels are based on 50 per cent of usage for the seven month period September 2014 to March 2015. Brent Crude at the time of the transaction was U.S.$99.10 per barrel. On November 26, 2014, Gold Fields Australia (Pty) Limited entered into further contracts. A contract for 63,000 barrels for the period from January to March 2015 was committed at a fixed price of U.S.$94.00 per barrel and a further 283,500 barrels was committed at a price of U.S.$96.00 per barrel for the period April to December 2015. Brent Crude at the time of the transaction was U.S.$78.50 per barrel. By entering into the above contracts, the Australian region hedged its full diesel requirements for fiscal 2015.

As at December 31, 2015, the fair value of these oil derivative contracts was negative U.S.$2 million (2014: negative U.S.$10 million).

Foreign Exchange Gains

The foreign exchange gains increased by 25% from U.S.$8 million in fiscal 2014 to U.S.$10 million in fiscal 2015.

The foreign exchange gains comprised exchange gains on cash and working capital balances. The exchange gains of U.S.$10 million in fiscal 2015 were mainly due to the weakening of the Australian Dollar, while the U.S.$8 million in fiscal 2014 were due to the weakening of the Ghanaian Cedi.

Other Costs, Net

Other costs decreased by 67% from U.S.$63 million in fiscal 2014 to U.S.$21 million in fiscal 2015.

The costs in fiscal 2015 are mainly made up of:

• Social contributions and sponsorships of U.S.$12 million;

• Global compliance costs of U.S.$4 million;

• Facility charges of U.S.$2 million on the South African Rand borrowings; and

193

• Rehabilitation income of U.S.$15 million as a result of changes in estimates relating to the provision for environmental rehabilitation costs recognized in profit or loss.

The costs in fiscal 2014 are mainly made up of:

• Social contributions and sponsorships of U.S.$12 million;

• Facility charges of U.S.$1 million on the South African Rand borrowings;

• Legal fees amounting to U.S.$7 million as a result of the Gold Fields Board examination and regulatory investigation relating to the South Deep Black Economic Empowerment transaction;

• Rehabilitation costs of U.S.$18 million as a result of changes in estimates relating to the provision for environmental rehabilitation costs recognized in profit or loss; and

• Information technology conversion costs at the Yilgarn South Assets of U.S.$5 million.

Share-Based Payments

Gold Fields recognizes the cost of share options granted (share-based payments) in terms of IFRS 2, Share-based payment.

Share-based payments decreased by 58% from U.S.$26 million in fiscal 2014 to U.S.$11 million in fiscal 2015. The corresponding entry for the above adjustments was share-based payment reserve within shareholders’ equity.

The decrease in share-based payments was due to the fact that no allocations of options under existing plans were made during 2014 and 2015 following the introduction of the Long Term Incentive Plan during 2014.

Long-Term Incentive Plan Expense

Gold Fields recognizes the long-term incentive plan expense in terms of IAS 19, Employee benefits.

On March 1, 2014, the Remuneration Committee approved the LTIP. The plan provides for executive directors, certain officers and employees to receive a cash award conditional on the achievement of specified performance conditions relating to total shareholder return and FCF Margin. The conditions are assessed over the performance cycle which runs over three calendar years. The expected timing of the cash outflows in respect of each grant is at the end of three years after the original award was made.

These awards are measured on the date the award is made and re-measured at each reporting period. The total shareholder return portion of the award is measured using the Monte Carlo simulation valuation model, which requires assumptions regarding the share price volatility and expected dividend yield. The fair value of the free cash flow portion of the award is valued based on the actual and expected achievement of the cash flow targets set out in the plan. The assumptions used in the Monte Carlo model and the expected cash flow targets are reviewed at each reporting date.

The LTIP expense decreased by 44% from U.S.$9 million in fiscal 2014 to U.S.$5 million in fiscal 2015. The decrease was due to marked-to-market adjustments, partially offset by two years of grants being valued in fiscal 2015 compared to one year of grants in fiscal 2014.

Exploration Expense

For fiscal 2015, U.S.$95 million was spent on exploration, comprising brownfields exploration of U.S.$72 million (Australia U.S.$68 million, Ghana U.S.$3 million and South Africa U.S.$1 million) and greenfields exploration comprising Salares Norte in Chile (U.S.$16 million), APP in Finland (U.S.$1 million) and U.S.$6 million was spent on exploration office costs. Of the U.S.$95 million exploration costs incurred, U.S.$54 million was recognized in the consolidated income statement of which U.S.$31 million related to Australia.

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For fiscal 2014, U.S.$98 million was spent on exploration, comprising brownfields exploration of U.S.$62 million (Australia U.S.$58 million and Ghana U.S.$4 million) and greenfields exploration comprising Yanfolila in Mali (U.S.$4 million) up to the date of disposal, Salares Norte in Chile (U.S.$11 million), APP in Finland (U.S.$3 million) and Chucapaca in Peru (U.S.$3 million) and U.S.$15 million was spent on exploration office costs. Of the U.S.$98 million exploration costs incurred, U.S.$47 million was recognized in the consolidated income statement of which U.S.$15 million related to Australia.

Subject to continued exploration success, U.S.$118 million will be spent on exploration, comprising brownfields exploration of U.S.$63 million (Australia U.S.$63 million) and greenfields exploration of U.S.$55 million.

Share of Results of Equity Accounted Investees After Taxation

Share of results of equity accounted investees after taxation increased by 200% from a loss of U.S.$2 million in fiscal 2014 to a loss of U.S.$6 million in fiscal 2015.

The increase relates mainly to ongoing study and evaluation costs at the FSE project in the Philippines and the Group’s share of losses of U.S.$2 million at Hummingbird (up to June 30, 2015, the date Hummingbird was reclassified to available-for-sale financial investments).

Restructuring Costs

Restructuring costs decreased by 79% from U.S.$42 million in fiscal 2014 to U.S.$9 million in fiscal 2015. The cost in fiscal 2015 relates mainly to separation packages in Tarkwa and St. Ives and the cost in fiscal 2014 related mainly to separation packages in Tarkwa, South Deep, Damang and St. Ives.

Impairment of Investments and Assets

Impairment of investments and assets increased from U.S.$27 million in fiscal 2014 to U.S.$221 million in fiscal 2015.

The impairment charge of U.S.$221 million in fiscal 2015 comprises:

• U.S.$8 million net realizable write-downs of stockpiles at Damang;

• U.S.$7 million impairment of redundant assets at Cerro Corona;

• U.S.$14 million cash-generating unit impairment at Darlot;

• U.S.$36 million asset specific impairment at Damang, relating to immovable assets that would no longer be used under the current life of mine;

• U.S.$39 million at the APP. This project is valued at the lower of fair value less cost of disposal or carrying value after a decision was made to dispose of APP and it was reclassified as held for sale in fiscal 2013. The carrying value at December 31, 2014 was U.S.$40 million based on an offer made as part of the ongoing sale process during 2014. This offer was not realized and during 2015, APP was further impaired by U.S.$39 million to its fair value less cost of disposal;

• U.S.$101 million impairment of the Group’s investment in FSE to its recoverable amount;

• U.S.$8 million impairment of Hummingbird was recognized to adjust the carrying value of the investment to its fair value upon derecognition of the investment as an equity accounted investee; and

• U.S.$8 million related to impairment of listed investments (Hummingbird, Bezant and various junior exploration companies) to their fair values.

The impairment charge of U.S.$27 million in fiscal 2014 comprises:

• U.S.$1 million net realizable write-downs of consumables at Lawlers;

195

• U.S.$13 million impairment of redundant assets at South Deep, St. Ives and Agnew/Lawlers;

• U.S.$3 million at the APP. This project is valued at the lower of fair value less cost of disposal or carrying value after a decision was made to dispose of APP and it was reclassified as held for sale in fiscal 2013. The carrying value at December 31, 2013 was U.S.$43.2 million based on an offer made as part of the ongoing sale process during 2013. This offer was not realized but a second, lower offer was received closer to the end of 2014 which resulted in the further impairment in fiscal 2014;

• U.S.$8 million related to impairment of listed investments (Bezant, Orsu Metals Corporation and various junior exploration companies); and

• U.S.$6 million related to impairment of unlisted investments (Rand Refinery and Aurigin Resources Incorporated).

The above impairments were partially offset by the reversal of U.S.$4 million impairment of Yanfolila. Following the Group’s decision during 2013 to dispose of non-core projects, Yanfolila was classified as held for sale and, accordingly, valued at the lower of fair value less cost to sell or carrying value which resulted in an impairment of U.S.$30 million during 2013. During 2014, Gold Fields sold its 85% interest in the Yanfolila project in Mali to London-listed Hummingbird for U.S.$21 million, which was settled in the form of 21,258,503 Hummingbird shares. The fair value of Hummingbird shares exceeded the carrying value of Yanfolila, which resulted in a partial reversal of the 2013 impairment in fiscal 2014.

Profit on Disposal of Investments

The profit on the disposal of investments was U.S.$nil in fiscal 2015 compared to U.S.$1 million in fiscal 2014.

The profit on disposal of investments of U.S.$1 million in fiscal 2014 comprises:

	U.S.$ million
Profit on disposal of shares in Robust Resources Limited		2
Additional loss on disposal of the Group’s interest in Talas (exploration project in Kyrgyzstan)		(1	)
		1

Profit on Disposal of Chucapaca

During 2014, Gold Fields sold its 51% interest in Canteras del Hallazgo (entity that houses the Chucupaca project in Peru) for U.S.$81 million to Compañía de Minas Buenaventura S.A.A. realizing a profit of U.S.$5 million.

Loss on Disposal of Assets

Loss on disposal of assets was U.S.$nil in fiscal 2015 compared to U.S.$1 million in fiscal 2014.

The major disposals in fiscal 2014 related to the sale of redundant assets at St. Ives, Darlot, Granny Smith, Tarkwa, Cerro Corona and South Deep.

Royalties

Royalties decreased by 12% from U.S.$86 million in fiscal 2014 to U.S.$76 million in fiscal 2015 and are made up as follows:

	2015		2014
	(U.S.$ million)
South Africa		1		1
Ghana		44		47
Peru		3		6
Australia		28		32
		76		86

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The royalty in Ghana decreased in line with the decrease in gold revenue. The royalty in Peru reduced due to the lower operating margin of Cerro Corona. The royalty in Australia remained stable in Australian Dollar terms from 2014 to 2015, however, decreased in United States Dollar terms due to the weakening of the Australian Dollar against the United States Dollar in fiscal 2015.

Mining and Income Tax

Mining and income tax was a charge of U.S.$247 million in fiscal 2015 compared to U.S.$118 million in fiscal 2014.

The table below indicates Gold Fields’ effective tax rate in fiscal 2015 and 2014:

	2015			2014
Income and mining tax charge—U.S.$ million		(247	)		(118	)
Effective tax rate—%		(5,491.1	)		(85.3	)

In fiscal 2015, the effective tax rate of 5,491% was higher than the maximum South African mining statutory tax rate of 34% mainly due to the tax effect of the following:

• U.S.$22 million adjustment to reflect the actual realized company tax rates in South Africa and offshore; and

• U.S.$5 million deferred tax release on the change of tax rate at the Peruvian operations.

The above were offset by the following tax-effected charges:

• U.S.$12 million non-deductible charges comprising share-based payments (U.S.$4 million) and exploration expense (U.S.$8 million);

• U.S.$53 million non-deductible impairment charges of assets relating mainly to listed investment, Hummingbird, APP and FSE;

• U.S.$27 million non-deductible interest paid;

• U.S.$41 million deferred tax charge on Peruvian Nuevo Sol devaluation against United States Dollar;

• U.S.$113 million derecognition of deferred tax assets at Cerro Corona and Damang;

• U.S.$9 million of net non-deductible expenditure and non-taxable income;

• U.S.$2 million of non-deductible share of results of associates after taxation; and

• U.S.$8 million of various Peruvian non-deductible expenses.

In fiscal 2014, the effective tax rate of 85% was higher than the maximum South African mining statutory tax rate of 34% mainly due to the tax effect of the following:

• U.S.$8 million adjustment to reflect the actual realized company tax rates in South Africa and offshore; and

• U.S.$2 million non-taxable profit on disposal of investments and subsidiaries.

The above were offset by the following tax-effected charges:

• U.S.$18 million non-deductible charges comprising share-based payments (U.S.$7 million) and exploration expense (U.S.$11 million);

• U.S.$4 million non-deductible impairment charges of assets relating mainly to APP, Yanfolila, Bezant and Rand Refinery;

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• U.S.$28 million non-deductible interest paid;

• U.S.$2 million non-deductible legal and consulting fees;

• U.S.$3 million deferred tax charge on Peruvian Nuevo Sol devaluation against United States Dollar;

• U.S.$8 million of net non-deductible expenditure and non-taxable income;

• U.S.$1 million of non-deductible share of results of associates after taxation; and

• U.S.$8 million of various Peruvian non-deductible expenses.

(Loss)/Profit For The Year

As a result of the factors discussed above, Gold Fields posted a loss of U.S.$243 in fiscal 2015 compared with a profit of U.S.$20 million in fiscal 2014.

(Loss)/Profit Attributable To Owners Of The Parent From Continuing Operations

Gold Fields posted a loss attributable to ordinary shareholders of the company of U.S.$242 million in fiscal 2015 compared to a profit of U.S.$13 million in fiscal 2014.

(Loss)/Profit Attributable To Non-Controlling Interest Holders

(Loss)/profit attributable to non-controlling interest was a loss of U.S.$1 million in fiscal 2015 compared to a profit of U.S.$8 million in fiscal 2014.

The non-controlling interest consists of Gold Fields Ghana (Tarkwa) and Abosso Goldfields (Damang) at 10% each at the end of 2015 and 2014, Gold Fields La Cima (Cerro Corona) at 0.47% at the end of 2015 and 2014 and Canteras del Hallazgo (entity that houses the Chucupaca project in Peru) at nil% at the end of 2015 and 2014.

Gold Fields sold its interest in Canteras del Hallazgo for U.S.$81 million during 2014.

The amount making up the non-controlling interest is shown below:

	2015 Non-controlling interest Effective (1)		2014 Non-controlling interest Effective (1)		2015			2014
	(%)				(U.S.$ million)
Gold Fields Ghana Limited—Tarkwa		10.0		10.0		9			9
Abosso Goldfields—Damang		10.0		10.0		(9	)		—
Gold Fields La Cima—Cerro Corona		0.47		0.47		(1	)		—
Canteras del Hallazgo		—		49.0		—			(1	)
						(1	)		8

Note:

(1) Average for the year.

(Loss)/Earnings Per Share

As a result of the above, Gold Fields realized a loss of U.S.$0.31 per share in fiscal 2015 compared with earnings of U.S.$0.02 per share in fiscal 2014.

198

Liquidity and Capital Resources

Years ended December 31, 2016 and December 31, 2015

Cash resources

Cash Flows From Operating Activities

Cash inflows from operating activities increased by 23% from U.S.$744 million in fiscal 2015 to U.S.$918 million in fiscal 2016. The increase of U.S.$174 million was due to:

	U.S.$ million
Increase in cash generated from operations due to higher operating profit		265
Increase in interest received due to higher cash balances		1
Increase in investment in working capital		(46	)
Decrease in interest paid due to lower borrowings		5
Increase in royalties paid due to higher revenue		(2	)
Increase in taxes paid		(37	)
Increase in dividends paid due to higher normalized earnings		(12	)
		174

Dividends paid increased from U.S.$29 million in fiscal 2015 to U.S.$41 million in fiscal 2016. The dividends paid of U.S.$41 million in fiscal 2016 comprised dividends paid to ordinary shareholders of U.S.$39 million, non-controlling interests in Peru of U.S.$1 million and South Deep BEE dividend of U.S.$1 million.

The dividends paid of U.S.$29 million in fiscal 2015 comprised dividends paid to ordinary shareholders of U.S.$15 million, non-controlling interests in Ghana and Peru of U.S.$12 million and South Deep BEE dividend of U.S.$2 million.

Cash Flows From Investing Activities

Cash outflows from investing activities increased by 33% from U.S.$652 million in fiscal 2015 to U.S.$868 million in fiscal 2016. The items comprising these numbers are discussed below.

Additions to property, plant and equipment

Capital expenditure increased by 3% from U.S.$634 million in fiscal 2015 to U.S.$650 million in fiscal 2016.

Capital expenditure at South Deep in South Africa increased by 35% from R848 million (U.S.$67 million) in fiscal 2015 to R1,145 million (U.S.$78 million) in fiscal 2016:

• This increase was due to higher spending on fleet, the refurbishment of the man winder at Twin shaft and higher spend on mining employee accommodation.

Capital expenditure at the Ghanaian operations decreased by 7% from U.S.$221 million in fiscal 2015 to U.S.$206 million in fiscal 2016:

• Tarkwa decreased by 18% from U.S.$204 million to U.S.$168 million mainly due to the purchase of mining fleet for replacement in fiscal 2015; and

• Damang increased by 124% from U.S.$17 million to U.S.$38 million with the majority spent on waste stripping at the Amoanda pit.

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Capital expenditure at Cerro Corona in Peru decreased by 34% from U.S.$65 million in fiscal 2015 to U.S.$43 million in fiscal 2016:

• The decrease is due to higher expenditure on construction of the tailings dam, waste storage facilities and once-off capital projects in fiscal 2015.

Capital expenditure at the Australian operations increased by 16% from A$373 million (U.S.$281 million) in fiscal 2015 to A$431 million (U.S.$322 million) in fiscal 2016:

• St. Ives increased by 24% from A$152 million (U.S.$115 million) to A$188 million (U.S.$140 million) due to increased expenditure on pre-stripping at the Invincible and Neptune open pits;

• Agnew/Lawlers decreased by 3% from A$97 million (U.S.$73 million) to A$94 million (U.S.$70 million) due to increased development of Fitzroy Bengal Hastings at Waroonga in fiscal 2015, partially offset by increased exploration expenditure in fiscal 2016.

• Darlot increased by 7% from A$27 million (U.S.$20 million) to A$29 million (U.S.$21 million) due to increased exploration and capital development at the Oval ore body.

• Granny Smith increased by 26% from A$96 million (U.S.$72 million) to A$121 million (U.S.$90 million). The majority of expenditure related to capital development, exploration and the establishment of new fresh air intake ventilation raises.

Proceeds on disposal of property, plant and equipment

Proceeds on the disposal of property, plant and equipment decreased by 33% from U.S.$3 million in fiscal 2015 to U.S.$2 million in fiscal 2016. In both 2016 and 2015, this related to the sale of various redundant assets.

Purchase of Gruyere Gold Project assets

On December 13, 2016, Gold Fields purchased 50% of the Gruyere Gold Project and entered into a 50:50 unincorporated joint venture with Gold Road for the development and operation of the Gruyere Gold Project in Western Australia, which comprises the Gruyere gold deposit as well as additional resources including Central Bore and Attila/Alaric.

Gold Fields acquired 50% interest in the Gruyere Gold Project for a total purchase consideration of A$350.0 million payable in cash and a 1.5% royalty on Gold Fields’ share of production after total mine production exceeds 2 million ounces. The cash consideration is split with A$250.0 million payable on effective date and A$100.0 million payable according to an agreed construction cash call schedule. Transaction costs of A$19 million were incurred.

At December 31, 2016, Gruyere mining assets of U.S.$276 million (A$372 million) were capitalized of which U.S.$197 million (A$266 million) were cash additions and U.S.$79 million (A$106 million) were non-cash additions.

The U.S.$197 million (A$266 million) cash additions comprise the initial cash consideration of A$250 million payable, as well as additional development costs. The U.S.$79 million (A$106 million) non-cash additions comprise of the initial A$100 million payable, as well as stamp duties payable.

Purchase of investments

Investment purchases increased by 333% from U.S.$3 million in fiscal 2015 to U.S.$13 million in fiscal 2016.

The purchase of investments of U.S.$13 million in fiscal 2016 comprised:

	U.S.$ million
Cardinal Resource Limited		13
		13

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The purchase of investments of U.S.$3 million in fiscal 2015 comprised:

	U.S.$ million
Mine Vision Systems		3
		3

Proceeds on disposal of investments

Proceeds on the disposal of investments increased from U.S.$nil in fiscal 2015 to U.S.$4 million in fiscal 2016.

The proceeds on disposal of investments of U.S.$4 million in fiscal 2016 comprised:

	U.S.$ million
Sale of shares in Sibanye Gold Limited		2
Sale of shares in Tocqueville Bullion Reserve Limited		2
		4

Environmental trust funds and rehabilitation payments

The environmental trust fund and rehabilitation payments decreased by 17% from U.S.$18 million in fiscal 2015 to U.S.$15 million in fiscal 2016.

During 2016, Gold Fields paid U.S.$2 million into its South Deep mine environmental trust fund and U.S.$6 million into its Tarkwa mine environmental trust fund and spent U.S.$7 million on on-going rehabilitation at the international operations, resulting in a total cash outflow of U.S.$15 million for the year.

During 2015, Gold Fields paid U.S.$1 million into its South Deep mine environmental trust fund and U.S.$7 million into its Tarkwa mine environmental trust fund and spent U.S.$10 million on on-going rehabilitation at the international operations, resulting in a total cash outflow of U.S.$18 million for the year.

Cash Flows From Financing Activities

Cash outflows from financing activities was an inflow of U.S.$37 million in fiscal 2016 compared to an outflow of U.S.$88 million in fiscal 2015.

Share issue

During 2016, Gold Fields completed a U.S.$152 million (R2.3 billion) non-U.S. accelerated equity raising by way of a private placement to institutional investors. A total number of 38,857,913 new Gold Fields shares were placed at a price of R59.50 per share which represented a 6% discount to the 30-day volume weighted average traded price, for the period March 17, 2016 and a 0.7% discount to the 50-day moving average.

The net proceeds from the placement were used to finance the buy-back of the notes.

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Loans raised

Loans raised increased by 157% from U.S.$506 million in fiscal 2015 to U.S.$1,299 million in fiscal 2016.

The U.S.$1,299 million loans raised in fiscal 2016 comprised:

	U.S.$ million
U.S.$150 million revolving senior secured credit facility		40
U.S.$1,510 million term loan and revolving credit facilities		174
U.S.$1,290 million term loan and revolving credit facilities(1)		708
R1,500 million Nedbank revolving credit facility		21
Short-term Rand uncommitted credit facilities		356
		1,299

Note:

Credit facilities refinancing

(1) Gold Fields successfully refinanced its U.S.$1,510 million credit facilities due in November fiscal 2017. The new facilities amount to U.S.$1,290 million and comprise three tranches:

• U.S.$380 million: three-year term loan maturing in June fiscal 2019 – margin 250 basis points (bps) over LIBOR;

• U.S.$360 million: three-year revolving credit facility also maturing in June fiscal 2019 (with an option to extend to up to five years) – margin 220bps over LIBOR; and

• U.S.$550 million: five-year revolving credit facility maturing in June fiscal 2021 – margin 245bps over LIBOR.

The new facilities were concluded with a syndicate of 15 banks. On average, the interest rate on the new facilities is similar to the interest rate on the existing facilities. A total of U.S.$645 million was drawn down from the new facilities on 13 June 2016 to repay the Group’s existing U.S.$ facilities, with U.S.$645 million remaining unutilized. The refinancing is a key milestone in Gold Fields’ balance sheet management and increases the maturity of its core debt, with the first maturity now only in June fiscal 2019 (previously November fiscal 2017).

The U.S.$506 million loans raised in fiscal 2015 comprised:

	U.S.$ million
U.S.$70 million senior secured revolving credit facility		10
U.S.$1,510 million term loan and revolving credit facilities		400
Short-term Rand uncommitted credit facilities		96
		506

202

Loans repaid

Loans repaid increased by 138% from U.S.$594 million in fiscal 2015 to U.S.$1,413 million in fiscal 2016.

The U.S.$1,413 million loans repaid in fiscal 2016 comprised:

	U.S.$ million
U.S.$1 billion notes issue(1)		130
U.S.$1,510 million term loan and revolving credit facility		898
U.S.$1,290 million term loan and revolving credit facility		49
R1,500 million Nedbank revolving credit facility		21
Short-term Rand uncommitted credit facilities		315
		1,413

Note:

Bond buy-back

(1) On February 19, 2016, Gold Fields announced an offer to purchase U.S.$200 million of the U.S.$1 billion notes outstanding. Gold Fields accepted the purchase of an aggregate principal amount of notes equal to U.S.$148 million at the purchase price of U.S.$880 per U.S.$1,000 in principal amount of notes. A profit of U.S.$18 million was recognized on the buy-back of the notes, resulting in a cash outflow of U.S.$130 million.

The U.S.$594 million loans repaid in fiscal 2015 comprised:

	U.S.$ million
U.S.$1,510 million term loan and revolving credit facility		302
R1,500 million Nedbank revolving credit facility		129
R500 million Rand Merchant Bank revolving credit facility		21
Short-term Rand uncommitted credit facilities		142
		594

Net cash generated

As a result of the above, net cash generated increased by 2,075% from U.S.$4 million in fiscal 2015 to U.S.$87 million in fiscal 2016.

Cash and cash equivalents increased from U.S.$440 million at December 31, 2015 to U.S.$527 million at December 31, 2016.

Liquidity and Capital Resources

Years ended December 31, 2015 and December 31, 2014

Cash resources

Cash Flows From Operating Activities

Cash inflows from operating activities decreased by 8% from U.S.$809 million in fiscal 2014 to U.S.$744 million in fiscal 2015. The decrease of U.S.$65 million was due to:

	U.S.$ million
Decrease in cash generated from operations due to lower operating profit		(56	)
Increase in interest received due to higher cash balances		2
Decrease in release of working capital		(40	)
Decrease in interest paid due to lower borrowings		17
Decrease in royalties paid due to lower revenue		12
Increase in taxes paid		(13	)
Decrease in dividends paid due to lower normalized earnings		13
		(65	)

203

Dividends paid decreased from U.S.$42 million in fiscal 2014 to U.S.$29 million in fiscal 2015. The dividends paid of U.S.$29 million in fiscal 2015 comprised dividends paid to ordinary shareholders of U.S.$15 million, non-controlling interests in Ghana and Peru of U.S.$12 million and South Deep BEE dividend of U.S.$2 million.

The dividends paid of U.S.$42 million in fiscal 2014 comprised dividends paid to ordinary shareholders of U.S.$30 million, non-controlling interests in Ghana and Peru of U.S.$10 million and South Deep BEE dividend of U.S.$2 million.

Cash Flows From Investing Activities

Cash outflows from investing activities increased by 23% from U.S.$531 million in fiscal 2014 to U.S.$652 million in fiscal 2015. The items comprising these numbers are discussed below.

Additions to property, plant and equipment

Capital expenditure increased by 4% from U.S.$609 million in fiscal 2014 to U.S.$634 million in fiscal 2015.

Capital expenditure at South Deep in South Africa decreased from R994 million (U.S.$92 million) in fiscal 2014 to R848 million (U.S.$67 million) in fiscal 2015:

• This decrease was mainly due to lower expenditure on new mine development.

Capital expenditure at the Ghanaian operations increased from U.S.$190 million in fiscal 2014 to U.S.$221 million in fiscal 2015:

• Tarkwa increased from U.S.$174 million to U.S.$204 million mainly due to increased expenditure on the purchase of mining fleet and additional capital waste stripping; and

• Damang increased from U.S.$16 million to U.S.$17 million mainly due to increased expenditure on the processing plant upgrade and heavy vehicle equipment components.

Capital expenditure at Cerro Corona in Peru increased from U.S.$51 million in fiscal 2014 to U.S.$65 million in fiscal 2015:

• The increase in expenditure was on the raising of the tailings management facility and expenditure on the new fuel station and camp.

Capital expenditure at the Australian operations increased from A$304 million (U.S.$274 million) in fiscal 2014 to A$373 million (U.S.$281 million) in fiscal 2015:

• St. Ives increased from A$130 million (U.S.$118 million) to A$152 million (U.S.$115 million) due to increased expenditure on exploration and pre-stripping at the Invincible pit;

• Agnew/Lawlers increased from A$92 million (U.S.$83 million) to A$97 million (U.S.$73 million) due to increased exploration expenditure;

• Darlot increased from A$16 million (U.S.$15 million) to A$27 million (U.S.$20 million) due to increased capital development at LSL as well as additional exploration expenditure.

• Granny Smith increased from A$65 million (U.S.$59 million) to A$96 million (U.S.$72 million) due to increased capital development and exploration.

Proceeds on disposal of property, plant and equipment

Proceeds on the disposal of property, plant and equipment decreased by 40% from U.S.$5 million in fiscal 2014 to U.S.$3 million in fiscal 2015. In both 2015 and 2014, this related to the sale of various redundant assets.

204

Proceeds on disposal of Chucapaca

During 2014, Gold Fields sold its 51% interest in Canteras del Hallazgo (entity that houses the Chucupaca project in Peru) for U.S.$81 million to Compañía de Minas Buenaventura S.A.A.

Purchase of investments

Investment purchases decreased by 25% from U.S.$4 million in fiscal 2014 to U.S.$3 million in fiscal 2015.

The purchase of investments of U.S.$3 million in fiscal 2015 comprised:

	U.S.$ million
Mine Vision Systems		3
		3

The purchase of investments of U.S.$4 million in fiscal 2014 comprised:

	U.S.$ million
Rand Refinery Limited		3
Tocqueville Bullion Reserve Limited		1
		4

Proceeds on disposal of investments

Proceeds on the disposal of investments decreased from U.S.$6 million in fiscal 2014 to U.S.$nil in fiscal 2015.

The proceeds on disposal of investments of U.S.$6 million in fiscal 2014 comprised:

	U.S.$ million
Sale of shares in Robust Resources Limited		4
Sale of the Group’s interest in Talas (exploration project in Kyrgyzstan)		2
		6

Environmental trust funds and rehabilitation payments

The environmental trust fund and rehabilitation payments increased from U.S.$10 million in fiscal 2014 to U.S.$18 million in fiscal 2015.

During 2015, Gold Fields paid U.S.$1 million into its South Deep mine environmental trust fund and U.S.$7 million into its Tarkwa mine environmental trust fund and spent U.S.$10 million on on-going rehabilitation at the international operations, resulting in a total cash outflow of U.S.$18 million for the year.

During 2014, Gold Fields paid U.S.$1 million into its South Deep mine environmental trust fund and U.S.$6 million into its Tarkwa mine environmental trust fund and spent U.S.$3 million on on-going rehabilitation at the international operations, resulting in a total cash outflow of U.S.$10 million for the year.

205

Cash Flows From Financing Activities

Cash outflows from financing activities decreased by 30% from U.S.$126 million in fiscal 2014 to U.S.$88 million in fiscal 2015.

Equity contributions from non-controlling interest holders

Equity contributions from non-controlling interest holders decreased from U.S.$2 million in fiscal 2014 to U.S.$nil in fiscal 2015. The U.S.$2 million received in fiscal 2014 related to cash advanced by Buenaventura in accordance with their obligations under the Chucapaca agreement. The reason for the decrease in equity contributions from non-controlling interest holders from 2015 to 2014 is the disposal of Chucapaca in August 2014.

Loans raised

Loans raised increased from U.S.$464 million in fiscal 2014 to U.S.$506 million in fiscal 2015.

The U.S.$506 million loans raised in fiscal 2015 comprised:

	U.S.$ million
U.S.$70 million senior secured revolving credit facility		10
U.S.$1,510 million term loan and revolving credit facilities		400
Short-term Rand uncommitted credit facilities		96
		506

The U.S.$464 million loans raised in fiscal 2014 comprised:

	U.S.$ million
La Cima revolving senior secured credit facility		42
U.S.$70 million senior secured revolving credit facility		35
U.S.$1,510 million term loan and revolving credit facilities		42
R500 million Rand Merchant Bank revolving credit facility		46
Short-term Rand uncommitted credit facilities		299
		464

Loans repaid

Loans repaid increased from U.S.$592 million in fiscal 2014 to U.S.$594 million in fiscal 2015.

The U.S.$594 million loans repaid in fiscal 2015 comprised:

	U.S.$ million
U.S.$1,510 million term loan and revolving credit facility		302
R1,500 million Nedbank revolving credit facility		129
R500 million Rand Merchant Bank revolving credit facility		21
Short-term Rand uncommitted credit facilities		142
		594

206

The U.S.$592 million loans repaid in fiscal 2014 comprised:

	U.S.$ million
U.S.$200 million non-revolving senior secured term loan		70
U.S.$70 million senior secured revolving credit facility		35
U.S.$1,510 million term loan and revolving credit facility		189
R500 million Rand Merchant Bank revolving credit facility		22
Short-term Rand uncommitted credit facilities		276
		592

Net loans repaid decreased from U.S.$128 million in fiscal 2014 to U.S.$88 million in fiscal 2015. The decrease in net loans repaid was mainly due to lower operating cash flows and higher investing activities cash flows.

Net cash generated

As a result of the above, net cash generated decreased from U.S.$152 million in fiscal 2014 to U.S.$4 million in fiscal 2015.

Cash and cash equivalents amounted to U.S.$440 million at December 31, 2015, as compared to U.S.$458 million at December 31, 2014.

STATEMENT OF FINANCIAL POSITION

Borrowings

Total debt (short and long-term borrowings) decreased from U.S.$1,820 million at December 31, 2015 to U.S.$1,693 million at December 31, 2016. Net debt (total debt less cash and cash equivalents) decreased from U.S.$1,380 million at December 31, 2015 to U.S.$1,166 million at December 31, 2016 as a result of lower debt and higher cash balance.

The Group monitors capital using the ratio of net debt to adjusted EBITDA. Adjusted EBITDA is defined as net operating profit before depreciation and amortization, adjusted for exploration expenses and certain other costs. The definition of adjusted EBITDA is as defined in the U.S.$1,290 million term loan and revolving credit facilities agreement. Net debt is defined as total borrowings less cash and cash equivalents. The Group’s long-term target is a ratio of net debt to adjusted EBITDA of one times or lower. The bank covenants on external borrowings require a net debt to adjusted EBITDA ratio of 2.5 or below and the ratio is measured based on amounts in United States dollar. Net debt to adjusted EBITDA at December 31, 2016 was 0.95 (2015: 1.38), surpassing the Group’s target of 1.0 which was set at the start of 2015. Refer to note 39 to the consolidated financial statements.

Provisions

Long-term provisions increased by 3% from U.S.$284 million at December 31, 2015 to U.S.$292 million at December 31, 2016 and included a provision for environmental rehabilitation costs of U.S.$283 million (2015: U.S.$275 million) and other long term provisions of U.S.$9 million (2015: U.S.$9 million).

Provision for environmental rehabilitation costs

The amount provided for environmental rehabilitation costs increased by 3% from U.S.$275 million at December 31, 2015 to U.S.$283 million at December 31, 2016. The increase is largely due to the increase in the gross closure costs at the Ghanaian and Peruvian operations. This provision represents the present value of closure, rehabilitation and other environmental obligations incurred up to December 31, 2016. This provision is updated annually to take account of inflation, the time value of money and any new environmental obligations incurred.

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The inflation and range of discount rates applied in fiscal 2016 and 2015 for each region are shown in the table below:

	South Africa			Ghana			Australia			Peru
Inflation rates
2016		5.5	%		2.2	%		2.5	%		2.2	%
2015		5.4	%		2.2	%		2.5	%		2.2	%
Discount rates
2016		9.7	%		9.7 – 9.8	%		1.9 – 3.0	%		3.7	%
2015		10.1	%		7.8 – 8.8	%		2.0 – 2.8	%		3.5	%

The interest charge decreased by 8% from U.S.$12 million in fiscal 2015 to U.S.$11 million in fiscal 2016 mainly due to lower present values of the rehabilitation liabilities which resulted from an increase in discount rates used in the 2015 rehabilitation liabilities calculation.

Adjustments for new disturbances and changes in environmental legislation during 2016 and 2015, after applying the above inflation and discount rates were:

	2016			2015
	(U.S.$ million)
South Africa		(2	)		(6	)
Ghana		8			5
Australia		(8	)		(4	)
Peru		7			(9	)
Total		5			(14	)

The South African and Ghanaian operations contribute to dedicated environmental trust funds to provide financing for final closure and rehabilitation costs. The amount invested in the fund is shown as a non-current asset in the financial statements and increased by 29% from U.S.$35 million at December 31, 2015 to U.S.$45 million at December 31, 2016. The increase is mainly as a result of contributions amounting to U.S.$8 million and interest income of U.S.$1 million in fiscal 2016. The South African and Ghanaian operations are required to contribute annually to the trust fund over the remaining lives of the mines, to ensure that sufficient funds are available to discharge commitments for future rehabilitation costs.

Other long-term provisions

Other long term provisions remained flat at U.S.$9 million and include the South Deep dividend of U.S.$7 million (2015: U.S.$7 million) and other provisions of U.S.$2 million (2015: U.S.$2 million).

Credit facilities

At December 31, 2016, the Group had committed unutilized banking facilities of available under the following facilities, details of which are discussed in note 24 to the consolidated financial statements:

• U.S.$632 million available under the U.S.$1,290 million term loan and revolving credit facilities;

• U.S.$68 million available under the U.S.$150 million revolving senior secured credit facility;

• U.S.$25 million available under the U.S.$70 million senior secured revolving credit facility;

• U.S.$148 million available under the U.S.$1 billion notes as the notes bought back were never cancelled; and

• U.S.$107 million (R1,500 million) available under R1,500 million Nedbank revolving credit facility.

208

Substantial contractual arrangements for uncommitted borrowing facilities are maintained with several banking counterparties to meet the Group’s normal contingency funding requirements.

As of the date of this report, the Group was not in default under the terms of any of its outstanding credit facilities.

Contractual obligations and commitments as at December 31, 2016

	Payments due by period
	Total		Less than 12 months		12-36 months		36-60 months		After 60 months
	(U.S.$ millions)
Long-term debt
Notes Issue
Capital		852.4		—		—		852.4		—
Interest		157.1		41.6		83.1		32.4		—
U.S.$150 million revolving senior secured credit facility
Capital		82.0		82.0		—		—		—
Interest		1.9		1.9		—		—		—
U.S.$1,290 million term loan and revolving credit facility
Capital		658.5		—		658.5		—		—
Interest		50.2		20.6		29.6		—		—
U.S.$70 million senior secured revolving credit facility
Capital		45.0		45.0		—		—		—
Interest		0.5		0.5		—		—		—
Short term Rand credit facilities
Capital		61.0		61.0		—		—		—
Interest		5.1		5.1		—		—		—
Operating lease obligations		549.7		42.5		116.2		113.7		277.3
Other long-term obligations
Environmental obligations(1)(2)		380.8		3.6		7.7		22.1		347.4
Total contractual obligations		2,844.2		303.8		895.1		1,020.6		624.7

Notes:

(1) Gold Fields makes full provision for all environmental obligations based on the net present value of the estimated cost of restoring the environmental disturbance that has occurred up to the reporting date. Management believes that the provisions made for environmental obligations are adequate to cover the expected volume of such obligations.

(2) Represents the undiscounted liability.

	Amounts of commitments expiring by period
	Total		Less than 12  months		12-36 months		36-60 months		After 60 months
	(U.S.$ millions)
Other commercial commitments
Guarantees(1)		—		—		—		—		—
Capital expenditure		46.2		46.2		—		—		—
Total commercial commitments		46.2		46.2		—		—		—

Note:

(1) Gold Fields provides environmental obligation guarantees with respect to its South African, Peruvian and Ghanaian operations. These guarantees amounted to U.S.$100.1 million at 31 December 2016.

209

Working capital

Management believes that Gold Fields’ working capital resources, by way of internal sources and banking facilities, are sufficient to fund Gold Fields’ currently foreseeable future business requirements.

Off balance sheet items

At December 31, 2016, Gold Fields had no material off balance sheet items.

Recent Developments

See “Information on the Company—Developments since December 31, 2015”.

Trend and Outlook

Attributable equivalent gold production for the Group for fiscal 2017 is expected to be between 2.10 million ounces and 2.15 million ounces, unchanged from the updated guidance provided in fiscal 2016. The Australian operations are expected to produce around 910,000 ounces. Cerro Corona’s gold equivalent production of around 290,000 ounces is higher than 2016 with the increase mainly due to the positive impact of the higher copper/gold price ratio. Lower production is expected at Damang given the reinvestment currently underway and South Deep is expected to increase production to around 9,800 kilograms (315,000 ounces).

The all-in-sustaining cost for the Group is expected to be between U.S.$1,010 per ounce and U.S.$1,030 per ounce.

Gold Fields plans to embark on a year of reinvestment in fiscal 2017 with the focus on new growth and development projects, and to target both sustaining and growing free cash flow. Apart from the growth invested in South Deep, three other major projects namely the Damang Reinvestment Plan, the Gruyere Gold Project and the Salares Norte project require significant investment. Growth expenditure at South Deep is planned to increase to R287 million (U.S.$20 million) in fiscal 2017 (2016: R115 million/U.S.$8 million). In fiscal 2017, U.S.$120 million will be invested in future growth at Damang, while the A$153 million (U.S.$112 million) is planned to be spent on the development of Gruyere. In Chile, Salares Norte received water rights and the project is on track to complete a prefeasibility study in the second half of fiscal 2017. The plan is to increase expenditure to U.S.$64 million at Salares Norte in fiscal 2017 (2016: U.S.$39 million).

As a result of the above, AIC for the Group is planned to increase significantly to between U.S.$1,170 per ounce to U.S.$1,190 per ounce. Group capital expenditure for the year is planned at U.S.$870 million. It includes U.S.$120 million at Damang and A$153 million (U.S.$112 million) for Gruyere, as well as R287 million (U.S.$20 million) at South Deep. These expectations assume exchange rates of R/U.S.$: 14.14 and A$/U.S.$: 0.73.

210

ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors

Gold Fields’ directors and their ages and positions are:

Name	Age		Position	Term Expires(1)
Cheryl A. Carolus		58	Non-executive Chair		May 2018
Nicholas J. Holland		58	Executive Director and Chief Executive Officer		May 2017
Paul A. Schmidt		49	Executive Director and Chief Financial Officer		May 2017
Alhassan Andani(2)		55	Non-executive Director		May 2017
Peter J. Bacchus(3)		47	Non-executive Director		May 2017
Terence P. Goodlace(4)		57	Non-executive Director		May 2017
Carmen Letton(5)		51	Non-executive Director		May 2017
Richard P. Menell		61	Non-executive Director and Deputy Chair		May 2018
Donald M. J. Ncube		69	Non-executive Director		May 2019
Steven P. Reid(6)		61	Non-executive Director		May 2019
Yunus G.H. Suleman(7)		59	Non-executive Director		May 2017
Gayle M. Wilson(8)		72	Non-executive Director		May 2019

Notes:

(1) Terms expire on the date of the annual general meeting in that year for newly appointed directors and once every three years after their first election.

(2) Appointed as Non-executive Director on August 1, 2016.

(3) Appointed as Non- executive Director on September 1, 2016.

(4) Appointed as Non-executive Director on July 1, 2016.

(5) Appointed as Non-executive Director on May 1, 2017.

(6) Appointed as a Non-executive Director on February 1, 2016.

(7) Appointed as Non-executive Director on September 1, 2016.

(8) Scheduled to retire on May 24, 2017.

Directors and Executive Officers

The Memorandum of Incorporation of Gold Fields provides that the Board must consist of no less than four and no more than 15 directors at any time. The Board currently consists of two executive directors and ten non-executive directors, all of whom are independent.

The Memorandum of Incorporation of Gold Fields provides one-third of all directors (including executive directors) must retire from office at each annual general meeting of Gold Fields. The first to retire are those directors appointed as additional members of the Board during the year, followed by the longest serving members. Retiring directors normally make themselves available for re-election and are re-elected at the annual general meeting at which they retire. The number of directors serving must at all times be less than one-half of the total number of directors in office. Gold Fields’ current executive directors are appointed to their positions as directors by contract.

According to the Memorandum of Incorporation, the Board is required to meet at least four times a year and beyond that, may meet as it sees fit. The Board sets its own policies for adjourning and otherwise regulating meetings. Any director may call a meeting at any time by requesting the company secretary to convene a meeting. The Memorandum of Incorporation further provides for the following:

• if a Director has a personal financial interest in a matter to be considered at a meeting of the Board, that Director is obliged to disclose that interest, must leave the meeting after making that disclosure and

211

must not take part in the consideration of the matter. While absent from such meeting, the interested Director will nevertheless be regarded as being present for the purposes of determining a quorum, but will not be regarded as being present for the purpose of determining whether a resolution has sufficient support to be adopted. However, a Director who owns ordinary shares may vote his ordinary shares at a general meeting of shareholders in a transaction in which the Director is interested;

• a director may not vote as a director to determine his own compensation. The shareholders in a general meeting determine the fees for non-executive directors from time to time. Any additional compensation, including compensation for additional services performed by the director for Gold Fields’ business or for other positions in Gold Fields or its subsidiaries, must be determined by a quorum of directors whose compensation would not be affected by the decision; and

• the directors are not required to hold shares in Gold Fields, although a shareholding qualification may be imposed at any meeting of the shareholders.

The Memorandum of Incorporation does not provide for a mandatory retirement age for directors. However, Gold Fields’ Board charter specifies the retirement age to be 72 years with a discretionary extension of 12 months in the year a director turns 72 years of age.

Some of Gold Fields’ executive officers, executive directors and non-executive directors are members of the boards of directors of various of its subsidiaries.

Under Section 303A.11 of the NYSE Company Manual, or the NYSE Listing Standards, foreign private issuers such as Gold Fields must disclose any significant ways in which their corporate governance practices differ from those followed by U.S. listed companies under the NYSE Listing Standards. Disclosure of the significant ways in which Gold Fields’ corporate governance practices differ from practices followed by U.S. companies listed on the NYSE can be found in Item 16G of this report.

The business address of all the directors and executive officers of Gold Fields is 150 Helen Road, Sandown, Sandton, 2196 South Africa, the address of Gold Fields’ head office.

Executive Directors

Nicholas J. Holland BCom, BAcc, Witwatersrand; CA (SA)

Executive Director and Chief Executive Officer. Mr. Holland has been an Executive Director of Gold Fields since April 14, 1998 and became Chief Executive Officer on May 1, 2008. He served as Executive Director of Finance from April 1997. On April 15, 2002, his title changed to Chief Financial Officer until April 30, 2008. Mr. Holland has more than 37 years’ experience in financial management and over 27 years of experience in the mining industry. Prior to joining Gold Fields, he was Financial Director and Senior Manager of Corporate Finance of Gencor Limited and a Director of Rand Refinery from July 12, 2000 until September 30, 2008. He remained an alternate director until February 2013.

Paul A. Schmidt BCom, Witwatersrand; BCompt (Hons), UNISA; CA (SA)

Executive Director and Chief Financial Officer. Mr. Schmidt was appointed Chief Financial Officer on January 1, 2009 and joined the Board on November 6, 2009. Prior to this, Mr. Schmidt was acting Chief Financial Officer from May 1, 2008. Prior to this appointment, Mr. Schmidt was financial controller for Gold Fields from April 1, 2003. He has more than 21 years’ experience in the mining industry. Mr. Schmidt holds no other directorships.

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Non-executive Directors

Cheryl A. Carolus BA Law; Bachelor of Education, University of the Western Cape; Honorary Doctorate in Law, University of Cape Town

Chair of the Board. Ms. Carolus has been a director of Gold Fields since March 10, 2009. She was appointed Non-executive Chair effective February 14, 2013. Ms. Carolus is an Executive Chairperson of Peotona Group Holdings, which has diverse interests in mining. In 2009, she was appointed Chairperson of the Board of South African Airways and served on a number of listed and unlisted companies. Ms. Carolus has previously held senior leadership positions in the liberation movement in South Africa and in the ANC. She has served as Deputy Secretary General under Nelson Mandela, and helped to negotiate the new South African constitution and coordinate the drafting of post-apartheid ANC policy. She served as South Africa’s High Commissioner to the United Kingdom from 1998 to 2001 and was the CEO of SA Tourism from 2001 to 2004. She was Chairperson of South African National Parks Board for six years and currently serves on the boards of other public and private companies and not-for-profit organizations, including the International Crisis Group, Soul City, World Wildlife Fund (South Africa and internationally), The British Museum (appointed by HM Queen Elizabeth), and is Chair Person of the SA Constitution Hill Education Trust. She also works with NGOs focused on young people at risk and conflict prevention. She was awarded an honorary doctorate in law from the University of Cape Town in 2004 for her contribution to freedom and human rights. She was awarded the French National Order of Merit by Elisabeth Barbier, the French Ambassador to South Africa, on March 8, 2014.

Alhassan Andani BSc Agriculture, University of Ghana; MA Banking and Finance, Finafrica Institute, Italy

Mr. Andani was appointed as a director of Gold Fields on August 1, 2016. He is currently Chief Executive and Executive Director of Stanbic Bank Ghana; the Board Chairman of the Ghana CSIR (Council for Scientific & Industrial Research) and a director of SOS Villages Ghana and has held other corporate directorships in the past.

Peter J. Bacchus MA Economics, Cambridge University

Mr. Bacchus was appointed as a director of Gold Fields with effect from September 1, 2016. Mr. Bacchus is chairman of the independent merchant banking boutique, Bacchus Capital Advisers. He has acted as the global head of Mining and Metals, and is joint head of European Investment Banking at Investment Bank Jefferies, a position he held until 2016. Before this he served as global head of Mining and Metals at Morgan Stanley, and prior to that, he was head of Investment Banking, Industrials and Natural Resources at Citigroup. Mr. Bacchus has spent 25 years in investment and corporate banking with a focus on the global natural resources sector and is a member of the Institute of Chartered Accountants, England and Wales. He is also a non-executive director of UK-listed mining group NordGold and a trustee of Space for Giants, an African-focused conservation charity.

Terence P. Goodlace MA Business Administration, University of Wales; BCom, University of South Africa; NDip Witwatersrand Technikon

Mr. Goodlace was appointed as a director of Gold Fields with effect from July 1, 2016. Mr. Goodlace’s mining career commenced in 1977, spanning nearly 40 years of working with different organizations. He has previously served as both an Executive Vice-President and the Chief Operating Officer for Gold Fields, returning now to the Company to serve as an independent non-executive director. He has experience serving as chief executive officer at Impala Platinum Holdings Limited and Metorex Limited. He served on the Impala Platinum Holdings Limited board for two years as an independent non-executive director and four and a half years as an executive director. He spent three years as an executive director of Metorex Limited. Mr. Goodlace was also appointed as a non-executive director at Kumba Iron Ore on March 24, 2017.

Carmen Letton PhD in Mineral Economics (UQ) and Degree in Engineering (Mining—WASM)

Dr. Letton’s has been appointed to the Board effective May 1, 2017. She is a mining engineer and mineral economist (PhD) with 30 years of global mining exposure, working for major and mid-tier mining houses in senior management and leadership roles, with experience in operations, corporate strategy development,

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engineering, asset and business development, continuous improvement, mergers and acquisitions. Currently, Dr. Letton is the Head—Open Pit Mining for the Technical and Sustainability Group in Anglo American. Dr. Letton has experience in large and medium sized projects in both the Australian and International mining environment; challenging operations leadership, complex technical roles; expertise in due diligence, corporate governance, risk management, corporate strategy and asset development. Core skills and accountabilities include operations executive general management and leadership of all key mine engineering faculties and associated technical services areas (Mine Engineering, Metallurgy, Geology).

Richard P. Menell BA (Hons), MA (Natural Sciences, Geology), Trinity College, Cambridge, United Kingdom; M.Sc. (Mineral Exploration and Management), Stanford University, California, United States of America

Mr. Menell was appointed Deputy Chair of the Board in August 2015 and has been a Director of Gold Fields since October 8, 2008. He has over 37 years’ experience in the mining industry. Previously, he has been the President and Member of the Chamber of Mines of South Africa, President and Chief Executive Officer of TEAL Exploration & Mining Inc., Executive Chairman of Anglovaal Mining Limited and Avgold Limited, Chairman of Bateman Engineering and Deputy Chairman of Harmony Gold Limited and African Rainbow Minerals. He is currently a director of Weir Group Plc and Rockwell Diamonds Inc., and Senior Advisor to Credit Suisse Securities Johannesburg, a director of Rockwell Diamonds Inc., the National Business Initiative and the Tourism Enterprise Partnership. Mr. Menell is a Trustee of Brand South Africa and a Council Member of Business Leadership South Africa. He is also Chairman of the City Year South Africa Citizen Service Organization, the Carrick Foundation and the Palaeontological Scientific Trust. Mr. Menell became a director of Sibanye Gold with effect from January 1, 2013.

Donald M. J. Ncube BA Economics and Political Science, Fort Hare University; Post Graduate Diploma in Labor Relations, Strathclyde University, Scotland; Graduate MSc Manpower Studies, University of Manchester, United Kingdom; Diploma in Financial Management; Honorary Doctorate in Commerce, University of the Transkei

Mr. Ncube was appointed a Director of Gold Fields on February 15, 2006. Previously, he was an alternate director of Anglo American Industrial Corporation Limited and Anglo American Corporation of South Africa Limited, a Director of AngloGold Ashanti Limited, as well as non-executive chairman of South African Airways. He is currently the executive chairman of Badimo Gas (Pty) Ltd and Afro Energy.

Steven P. Reid Bachelor of Applied Science in Mineral Engineering (Mining), South Australian Institute of Technology; MBA, Trium Global Executive NYU/LSE/HEC; Directors’ Education Program, Institute of Corporate Directors

Mr. Reid was appointed as a director of Gold Fields on February 1, 2016. He has over 40 years’ international mining experience and has held senior leadership roles in numerous countries. He has served as a director of Silver Standard Resources since January 2013 and a director of Eldorado Gold since May 2013. He served as chief operating officer of Goldcorp from January 2007 until his retirement in September 2012, and was Goldcorp’s executive vice president in Canada and the USA. Before joining Goldcorp, Steven spent 13 years at Placer Dome in numerous corporate, mine-management and operating roles. He also held leadership positions at Kingsgate Consolidated and Newcrest Mining, where he was responsible for the Asian and Australian operations.

Yunus G.H. Suleman BCom, University of Kwa-Zulu Natal; BCompt (Hons), University of South Africa, CA (SA)

Mr. Suleman was appointed as a director of Gold Fields with effect from September 1, 2016. Mr. Suleman serves as an independent non-executive director of Liberty Holdings Ltd, Tiger Brands Ltd, Enactus SA (Chairman) and Albaraka Bank Ltd, and is the Global Treasurer of the World Memon Organization. He was previously Chair of KPMG South Africa.

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Gayle M. Wilson BCom, BCompt (Hons), UNISA; CA (SA)

Mrs. Wilson was appointed a Director on August 1, 2008. She was previously an audit partner at Ernst & Young for 16 years where her main focus was on gold and platinum mining clients. In 1998, she was involved in AngloGold Ashanti Limited’s listing on the NYSE and in 2001 she took over as the lead partner on the global audit. Other mining clients during her career include Northam Platinum Limited, Aquarius Platinum Limited, Avmin (now African Rainbow Minerals Limited) and certain Anglo Platinum operations.

Former Officers

Kofi Ansah BSc (Mechanical Engineering) UST Ghana; MSc (Metallurgy) Georgia Institute of Technology, United States of America

Mr. Ansah was appointed a Director of Gold Fields in April 2004. He also serves as a Director of Ecobank (Ghana) Limited. From 1984 to 1999, Mr. Ansah was the Chief Executive of the Minerals Commission Accra in Ghana where his key responsibilities included advising on matters relating to the exploration and exploitation of all mineral resources in Ghana. Mr. Ansah is currently a Mining & Energy Consultant, in which capacity he provides general advice to mining and power companies and negotiates with service providers as well as regulatory authorities. Mr. Ansah retired from the Board with effect from December 31, 2016.

Alan R. Hill B.Sc (Hons), M. Phil (Rock Mechanics), Leeds University, United Kingdom

Mr. Hill joined the Board on August 21, 2009. From 2004 to 2007, Mr. Hill was the non-executive chairman of Alamos Gold Limited and, from 2005 to 2009, he held the position of President and CEO of Gabriel Resources Limited. Both companies are involved in gold exploration and development. Mr. Hill’s mining career started on the Zambian Copperbelt, following which he joined Noranda, Inc. where he managed gold and nickel mines. He worked as a consultant for a short period, before joining Camflo Mines in 1981, which merged with Barrick in 1984. Mr. Hill joined Barrick as part of the merger and spent 19 years with Barrick and was instrumental in its considerable growth, having played a pivotal role in its various merger and acquisition initiatives through the years. He retired from Barrick in 2003 as its Executive Vice President, Development. He has served as Non-Executive Chairman of Teranga Gold Corporation since April 20, 2013, having previously served as its Executive Chairman since September 2012 as well as Chairman and CEO since the company was founded in October 2010. Mr. Hill retired from the Board with effect from December 31, 2016.

David N. Murray BA Hons Econ; MBA (UCT)

Mr. Murray joined the Board on January 1, 2008. He has more than 40 years’ experience in the mining industry and has been Chief Executive Officer of Rio Tinto Portugal, Rio Tinto Brazil, TVX Gold Inc., Avgold Limited and Avmin Limited. He also served as a non-executive Director of Ivernia, Inc. Mr. Murray retired from the Board with effect from June 1, 2016.

Executive Officers

Alfred Baku (50) MSc (Mining Engineering), University of Mines and Technology, Statutory Mines Manager certificate, Ghana Mines Department of Minerals Commission, Executive Education, University of Virginia, Darden School of Business, USA and member of the Australian Institute of Mining Metallurgy (AusIMM)

Mr. Baku has over two decades of mining experience, mostly in senior management positions at Gold Fields. Prior to joining Gold Fields, Alfred worked in Australia for Billiton and Ranger Minerals in production and mine planning engineering capacities. He joined the Damang Mine in 2002 as mine manager and a member of the senior management team. Alfred was appointed General Manager of the Damang Mine in 2008, General Manager of the Tarkwa Mine in 2010, and subsequently, Vice President of Operations for both mines. In 2013, Alfred was promoted to Senior Vice President for West Africa, becoming a member of the Group’s Executive Committee. In February 2014, he became Executive Vice President and head of West Africa. As the Vice

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President of the Ghana Chamber of Mines’ Executive Council, Mr. Baku serves on the Advisory Board of the Ministry of Lands and Natural Resources. He is also a member of the Australasian Institute of Mining and Metallurgy.

Richard J Butcher (52) Diploma Coal Mining Engineering Advanced Rock Engineering Certificate Graduate Diploma in Mining Engineering (Mineral economics) MSc (Eng) Mining Engineering & CEng (UK) / FAusIMM (CP) WA First Class (Mine Managers) Cert No: 766 General Managers Course Cert—AGSM / UNSW

Executive Vice President: Technical. Mr. Butcher has 30 years’ experience in gold mining, obtained globally in companies that include Gencor, Anglo-American and Barrick. He was previously Head of Technical Services at MMG, the overseas arm of the Chinese CMC/CMN Corporation. This position involves being discipline head for all Technical functions, long-term planning and closure for the Group’s operations in Australasia, Africa and South America.

Naseem A. Chohan (55) BE (Electronic), University of Limerick

Executive Vice President: Sustainable Development. Mr. Chohan was appointed to the position of Senior Vice President: Sustainable Development on September 13, 2010. Mr. Chohan was previously self-employed as a consultant to various companies and, prior to that, spent 25 years at De Beers. When he left De Beers in 2009, he was acting as Group Consultant, Sustainability and ECOHS (Environment, Community, Occupational Health and Hygiene and Safety).

Taryn L. Harmse (44) BCom & LLB, University of Johannesburg, Advanced Corporate Law, University of Witwatersrand

Executive Vice-President: Group General Counsel. Ms. Harmse was appointed Executive Vice-President: Group General Counsel on May 1, 2014. Ms. Harmse was appointed as Assistant General Counsel and Company Secretary on August 1, 2013, and resigned from the position of Company Secretary on September 15, 2014. She previously served as Assistant General Counsel and Vice President, Group Legal. Before joining Gold Fields, Ms. Harmse worked at Linklaters LLP in London for a number of years having completed her articles at Hofmeyr Herbstein Gihwala (now Cliffe Dekker Hofmeyr). She was admitted as an attorney to the High Court of South Africa in 2000.

Stuart J. Mathews (56), Master of Science (Geology) from University of Canterbury, New Zealand

Executive Vice-President: Australasia. Stuart Mathews is an international mining professional with 25 years’ experience having worked in Australia (Queensland, NSW, WA), Mexico and New Zealand. He has progressed through geology ranks to Geology Manager level and in the last 12 years worked in project development and general operations management to COO level. Stuart joined Gold Fields in mid-2013 initially at St. Ives, as then General Manager at Granny Smith Mine after which he became Vice President Operations: Australia. From February 1, 2017 Stuart took over the position of Executive Vice President: Australasia.

Brett J. Mattison (39) BComm (Hons) Law, BAcc, University of Stellenbosch; Masters in Law, Higher Tax Diploma, University of Johannesburg; Exec. MBA (PLD), Harvard Business School

Executive Vice-President: Strategy, Planning and Corporate Development. Mr. Mattison was appointed Executive Vice-President: Strategy, Planning and Corporate Development effective May 1, 2013. He began his career with Gold Fields in 2001 as part of the Global Legal team providing commercial, legal and tax structuring advice in relation to various global transactions. He subsequently joined the Corporate Development team in 2005 where he worked for six years in South Africa, Peru and Australia until 2010. In late 2010, Mr. Mattison was appointed as the Country Manager of the Philippines tasked with the mandate of setting up Gold Fields’ activities in the Philippines. Most recently, he has been in the role of Vice President of Special Projects tasked with setting out the groundwork for the Gold Fields strategy sessions.

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Avishkar Nagaser (33), BBusSc Finance and Economics, University of KwaZulu-Natal

Executive Vice President: Investor Relations and Corporate Affairs. Mr. Nagaser joined Gold Fields as Executive Vice President: Investor Relations and Corporate Affairs in January 2015. Before joining Gold Fields, he was with Merrill Lynch from 2012 to 2014 and Macquarie from 2007 to 2012, where he held the position of gold and platinum equity research analyst.

Luis A. Rivera (51), Bachelor Degree in Geology, the Title of Geological Engineer, both by the Universidad de San Marcos and MBA studies at the Universidad Politecnica de Madrid, Spain

Executive Vice-President of the Americas Region for La Cima. Mr. Rivera joined Gold Fields in October 2016. Prior to joining Gold Fields, Mr. Rivera was, since 2014, the Vice-President of Operations for Las Bambas and before that, since 2013, was the General Manager of Copper Operations for Glencore Peru and, since 2012, Executive General Manager for all Xstrata Copper Operations in Peru. His career also includes 5 years as General Manager of the large Copper Tintaya and Antapaccay operations, as well as 11 year experience in the Xstrata Copper Operations of Minera Alumbrera, a large gold – copper operation in North Argentina, where he became Tech Services Manager after servicing as Chief Engineer and Senior Geologist. Mr. Rivera has over 28 years’ experience in the copper and gold mining industry, in large open pit copper project and operations in Peru and Argentina, including his direct involvement and leadership in the merge & acquisition of Falconbridge Inc. and BHP Tintaya S.A. by Xstrata Copper as well as the sale of Las Bambas Project by Glencore.

Lee-Ann N. Samuel (39) BA Psychology and Honors Political Science, University of Johannesburg, Global Remuneration Practitioner (GRP), WorldatWork, USA

Executive Vice President: People and Organizational Effectiveness. Mrs. Samuel joined Gold Fields in 2009 as Vice President, Group Remuneration and Employee Benefits, and, effective March 1, 2013, she was promoted to Executive Vice President: People and Organizational Effectiveness. Mrs. Samuel has 16 years of Human Resources experience in financial services, mining and telecommunications. Prior to joining Gold Fields, Mrs. Samuel worked as Head of People Development at Telkom Media, a subsidiary of Telkom, for three years. Her overall responsibility is to provide strategic direction for the Human Resources discipline at Gold Fields, including the development of Human Resource policies to ensure alignment with the strategy for the Group, as well as external trends and demands impacting on HR.

Former Executive Officers

Ernesto Balarezo (49) MSc Industrial Management, BSc Industrial Engineering, Texas A&M University, Management Studies, Wharton School of Business, Management Studies, Harvard University

Executive Vice President: America. Mr. Balarezo joined Gold Fields effective March 11, 2013 as Executive Vice President: America. He has 23 years of professional experience at industrial and mining companies with a focus on finance and operations. Prior to joining Gold Fields, Mr. Balarezo was the Vice-President: Operations of Hochschild Mining plc, or Hochschild. In this capacity, he was responsible for overseeing the Hochschild group’s six silver and gold mining operations in Peru, Argentina and Mexico, as well as its growth projects. He had 9,000 employees under his management. He joined Hochschild in 2007 as General Manager of the Mexican operation before being promoted to General Manager for Peru in 2008 and Vice President of Operations in 2010. Prior to Hochschild, Ernesto worked at other subsidiaries of the Hochschild group since 1997, including at Hochschild’s cement subsidiary, Cementos Pacasmayo, as deputy CEO. Mr. Balarezo resigned from Gold Fields with effect from June 30, 2016.

Nico J. Muller (49), BSC Mining Engineering, University of Pretoria

Executive Vice President: South Africa. Mr. Muller joined Gold Fields as Executive Vice President: South Africa on October 1, 2014. Prior to joining Gold Fields, he was with Royal Bafokeng Platinum where he held the

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position of Chief Operating Officer since January 2009. He has extensive technical mechanized mining experience, having held various positions in the mining industry while employed at De Beers, Avgold and Two Rivers Platinum. Mr. Muller resigned from Gold Fields with effect from March 3, 2017.

Richard M. Weston (64) FAIMM, CPEng, IEA. MSc Mining Geomechanics, UNSW; GDM, UCQ; BE (Civil), Sydney University

Executive Vice President: Head of Australasia. Mr. Weston was appointed to the position of Executive Vice President, Head of Australasia on May 1, 2010. He was formerly Senior Vice-President, Operations for Coeur d’Alene Mines Corporation, a gold and silver mining company based in Idaho in the United States. Before joining Coeur, he led the site team responsible for the development of Barrick Australia’s Cowal gold project and, prior to that, he headed operations at Rio Tinto Australia’s ERA Ranger and Jabiluka uranium mines in the Northern Territory. Mr. Weston retired from Gold Fields with effect from February 28, 2017.

Company Secretary

Lucy M. M. Mokoka (45) BJuris, University of Durban-Westville and LLB degree, University of Pretoria

Company Secretary. Ms. Lucy Mokoka was appointed Company Secretary of Gold Fields on September 16, 2014. Prior to joining Gold Fields, Ms. Mokoka was General Manager: Company Secretary, for MTN South Africa (Pty) Ltd from October 1, 2010 to September 15, 2014 and Director: Company Secretarial at the Standard Bank between January 2009 and December 2009. Ms. Mokoka is an admitted attorney and has held various roles as a Company Secretary and Legal Advisor. Her career includes roles as Company Secretary for Ithala Limited, Tongaat-Hulett and Standard Bank. She has also acted as legal advisor to the South African Revenue Service and the State Attorney’s office.

Board of Directors’ Committees

In order to ensure good corporate governance, the Board has formed an Audit Committee, a Risk Committee, a Remuneration Committee, a Nominating and Governance Committee, a Safety, Health and Sustainable Development Committee, a Capital Projects Control and Review Committee and a Social, Ethics and Transformation Committee. All the committees are composed exclusively of independent Non-executive Directors. All committees are chaired by an independent Non-executive Director. The remuneration of Non-executive Directors for their service on the various committees was approved at the annual general meeting in May 2016.

The Audit Committee monitors and reviews Gold Fields’ accounting controls and procedures, including the effectiveness of the Group’s information systems and other systems of internal control; the effectiveness of the internal audit function; reports of both external and internal auditors; quarterly reports, the Form 20-F, annual report and the annual financial statements; the accounting policies of the Group and any proposed revisions thereto; external audit findings, reports and fees, and the approval of fees; and compliance with applicable legislation and requirements of regulatory authorities and Gold Fields’ Code of Conduct. The membership of the Audit Committee is as follows:

Gayle M. Wilson (chair)

Alhassan Andani

Peter J. Bacchus

Richard P. Menell

Donald M. J. Ncube

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Yunus G. H. Suleman

The Risk Committee oversees the integrity and effectiveness of risk management processes as they relate to the Board and the boards of Gold Fields’ subsidiaries. The Risk Committee ensures that management identifies and implements appropriate risk management controls, including guidelines and policies that govern management’s assessments and risk. The Risk Committee also reviews the effectiveness and efficiency of the Enterprise Risk Management system within the Company and obtains assurance that material risks are identified and that appropriate risk management processes are in place, including the formulation and subsequent updating of appropriate Company policies. The implementation of operational and corporate risk management plans is also monitored on an ongoing basis, and the Risk Committee ensures that appropriate resources are directed towards areas of high risk. The current membership of the Risk Committee is as follows:

Peter J. Bacchus (chair)

Alhassan Andani

Terence P. Goodlace

Alan R. Hill (retired December 31, 2016)

Steven P. Reid

Yunus G.H. Suleman

Gayle M. Wilson

The Remuneration Committee establishes the compensation philosophy of Gold Fields and the terms and conditions of employment of Executive Directors and other executive officers, and reviews the remuneration policies on a regular basis. The current membership of the Remuneration Committee is as follows:

Steven P. Reid (chair)

Alhassan Andani

Peter J. Bacchus

Cheryl A. Carolus

Donald M. J. Ncube

Gayle M. Wilson

The Safety, Health and Sustainable Development Committee reviews adherence to occupational health, safety and environmental standards by Gold Fields. The Safety, Health and Sustainable Development Committee seeks to minimize health, safety and environment-related accidents, to ensure that the Company’s operations are in compliance with all relevant regulations around health, safety and the environment, and to establish policy in respect of HIV/AIDS and health matters. The current membership of the Safety, Health and Sustainable Development Committee is as follows:

Terence P. Goodlace (chair)

Alhassan Andani

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Cheryl A. Carolus

Richard P. Menell

Donald M.J. Ncube (by invitation)

Steven P. Reid

Yunus G.H. Suleman

The Nominating and Governance Committee develops and implements policy on corporate governance issues, develops the policy and process for evaluating nominations to the Board of Directors, identifies successors to the Chairman and Chief Executive Officer, considers selection and rotation of the Board committee members and evaluate the effectiveness of the Board and report the findings of this evaluation to the Board. The current membership of the Nominating and Governance Committee is as follows:

Cheryl A. Carolus (chair)

Donald M.J. Ncube

Richard P. Menell (by invitation)

Steven P. Reid

The Capital Projects Control and Review Committee was established on May 1, 2009 as a sub-committee to satisfy the Board that Gold Fields has used appropriate and efficient methodologies and has adequate controls in place in respect of new capital projects proposed by management in excess of R1.5 billion or U.S.$200 million. These projects are reviewed from inception to completion and the committee makes recommendations to management as it considers appropriate. The current membership of the Capital Projects Control and Review Committee is as follows:

Richard P. Menell (chair)

Peter. J. Bacchus

Cheryl A. Carolus (by invitation)

Terence P. Goodlace

Steven P. Reid

Yunus G.H Suleman (by invitation)

Gayle M. Wilson

The Social, Ethics and Transformation Committee was established on November 29, 2011 and is responsible for ensuring, among other things, that Gold Fields discharges its statutory duties in respect of section 72 of Companies Act 71 and its applicable regulations, which include monitoring Gold Fields’ activities in relation to relevant legislation, other legal requirements and prevailing codes of best practice regarding: (i) social and economic development; (ii) good corporate citizenship; (iii) the environment, health and public safety and their impact on Gold Fields’ activities, products and services; (iv) consumer relations; and (v) labor and employment legislation. The Social and Ethics Committee must bring any matters relating to this monitoring to

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the attention of the Board and report to shareholders at the annual general meeting. The Board seeks the assistance of the Social and Ethics Committee in ensuring that Gold Fields complies with best practice recommendations in respect of social and ethical management. The current members of the committee include the chairs of the Audit Committee, the Safety, Health and Sustainable Development Committee, the Nominating and Governance Committee and the Capital Projects Committee, as follows:

Donald M. J. Ncube (chair)

Cheryl A. Carolus

Terence P. Goodlace

Richard P. Menell

Yunus G.H. Suleman

Gayle M. Wilson

Executive Committee

Gold Fields’ Executive Committee meets on a regular basis to review Company performance against set objectives and develop Company strategy and policy proposals for consideration by the Board. The Executive Committee also assists the Board in the execution of the Company’s disclosure obligations. The current composition of the Executive Committee is as follows:

Name	Position
Nicholas J. Holland	Chief Executive Officer
Paul A. Schmidt	Chief Financial Officer
Brett J. Mattison	Executive Vice President: Strategy, Planning and Corporate Development
Lee-Ann N. Samuel	Executive Vice President: People and Organizational Effectiveness
Taryn L. Harmse	Executive Vice President: Group General Counsel
Adrian De Beer	Acting Executive Vice President: South Africa
Alfred Baku	Executive Vice President: West Africa
Luis A. Rivera	Executive Vice President: Americas
Avishkar Nagaser	Executive Vice President: Investor Relations and Corporate Affairs
Stuart J. Mathews	Executive Vice President: Australasia
Naseem A. Chohan	Executive Vice President: Sustainable Development
Richard J. Butcher	Executive Vice President: Mining Excellence
Lucy M. Mokoka	Company Secretary

Regional Executive Management Committees

Each of Gold Fields’ four operating regions (South Africa, Australasia, West Africa and South America) has a Regional Executive Management Committee.

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South African Regional Executive Management Committee composition:

Name	Position
Adrian De Beer	Acting Executive Vice President: South Africa
Stuart Sepetla	Acting Vice President and Head of Operations
Ken Matthysen	Vice President: Technical
Jana Strydom	Vice President: Legal
Bonny Sebola	Vice President Stakeholder Engagement and Community Relations
Liesl Withers	Head of Business Analysis and Reporting
MI Botha	Head Mineral and Resources Management (Operational)

Australasian Regional Executive Management Committee composition:

Name	Position
Stuart J. Mathews	Executive Vice President: Australasia Region
Tim Hewitt	General Manager: St. Ives Gold
Jason Sander	General Manager: Agnew Gold
Wimpie Du Toit	Vice President and Regional Head of Human Resources: Australasia
Alex Munt	Vice President and Regional Head of Finance: Australasia
Philip Woodhouse	Vice President and Regional Head of Sustainable Development: Australasia
Ian Suckling	Vice President: Technical, Operations Support and Technology
Graeme Ovens	Vice President: Operations
Andrew Bywater	General Manager: Granny Smith Mine
Kelly Carter	Vice President of Legal & Australasia Compliance
Gary Snow	Vice President: Exploration
Frederick Louw	Vice President: Projects
Mark Dominy	Manager: Supply Chain
Malcolm Jolly	General Manager: Darlot Gold Mine

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West Africa Regional Executive Management Committee composition:

Name	Position
Alfred Baku	Executive Vice President and Head of West Africa
Lindley Witbooi	Vice President and Head of Finance: West Africa
Francis Eduku	Vice President and Head of Human Resources: West Africa
David Johnson	Vice President and Head of Stakeholder Relations
Michiel van der Merwe	General Manager: Damang
Stephen Osei - Bempah	General Manager: Tarkwa
Serge Ntiema	Vice President and Head of Exploration and Business Development
Johannes de Beer	Vice President of Projects and Head of Engineering
Michael Akafia	Vice President and Head of Legal, Compliance & Company Secretary
Chris Turek	Vice President: Technical

Americas Regional Executive Management Committee composition:

Name	Position
Luis A. Rivera	Executive Vice President: The Americas
Alberto Cardenas	Vice President: Operations
Jorge Redhead	Vice President: Head of Finance
Miguel Inchaustegui	Vice President: Head of Corporate Affairs
Veronica Valderrama	Vice President: Head of Human Resources
Juan Jose Granda	Vice President: Head of Legal

Compensation of Directors and Senior Management

During fiscal 2016, the aggregate compensation paid or payable to directors and senior management of Gold Fields as a group was U.S.$17.0 million (R249.9 million), including all salaries, fees, bonuses and contributions during such period to provide pension, retirement or similar benefits for directors and senior management of Gold Fields, of which U.S.$0.5 million (R7.4 million) was due to pension scheme contributions and life insurance, U.S.$7.5 million (R110.9 million) was due to bonus and performance-related share payments, U.S.$0.7 million (R10.3 million) was expenses/special bonus, U.S.$6.6 million (R97.1 million) was due to salary payments, directors’ fees and committee fees and U.S.$1.6 million (R24.2 million) was due to severance payments.

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The following table presents information regarding the compensation paid by Gold Fields for fiscal 2016 to its directors and prescribed officers. The remuneration paid to directors and prescribed officers excludes the value of deferred remuneration in the form of restricted shares, or Restricted Shares (see “Introduction of a MSR for members of the Group Executive Committee”), for fiscal 2016. Details of deferred remuneration are included in note 4 below. Average exchange rates were R14.70 per U.S.$1 for fiscal 2016 and R12.68 per U.S.$1 for fiscal 2015.

	Directors’ fees		Committee fees		Salary(1)		Pension Scheme Contribution		Annual Bonus(2)		Sundry		Severance		Sub-total		Pre-tax Share Proceeds for  shares awarded in previous years		Total realized earnings for fiscal 2016(3)		Total for fiscal 2015
	(U.S.$’000)
Executive Directors
Nicholas J. Holland(4)		—		—		1,030.0		40.9		677.6		—		—		1,748.5		18.1		1,766.6		2,832.4
Paul A. Schmidt		—		—		496.7		54.4		648.6		4		—		1,203.7		547.8		1,751.5		1,755.3
Prescribed Officers
Ernesto Balarezo(5)		—		—		332.5		—		—		—		1,644.4		1,976.9		338.8		2,315.7		1,572.4
Luis A. Rivera(6)		—		—		154.5		—		111.0		246.4		—		511.9		—		511.9		—
Alfred Baku(7)		—		—		746.1		156.4		620.2		314.5		—		1,837.2		96.8		1,934.0		1,938.7
Richard M. Weston		—		—		576.4		64.2		570.7		7.4		—		1,218.7		562.2		1,780.9		1,796.0
Richard J. Butcher(8)		—		—		275.1		27.5		323.2		110.7		—		736.5		—		736.5		—
Naseem A. Chohan		—		—		284.0		27.7		328.6		2.9		—		643.2		198.1		841.3		864.4
Brett J. Mattison		—		—		362.4		25.5		429.7		0.6		—		818.2		245.3		1,063.5		972.6
Lee-Ann N. Samuel		—		—		288.4		24.8		339.9		3.7		—		656.8		345.1		1,001.9		839.0
Taryn L. Harmse		—		—		282.3		29.5		345.7		4.3		—		661.8		100.1		761.9		759.6
Nico J. Muller		—		—		450.4		26.4		477.0		2.4		—		956.2		—		956.2		1,078.5
Avishkar Nagaser		—		—		193.9		21.5		221.1		0.3		—		436.8		—		436.8		442.5
Manuel Diaz(9)		—		—		136.1		—		1.2		—		—		137.3		—		137.3		—
Non-Executive Directors
Cheryl A. Carolus		183.0		—		—		—		—		—		—		183.0		—		183.0		203.8
Alan R. Hill(10)		64.5		49.9		—		—		—		—		—		114.4		—		114.4		110.2
David N. Murray(11)		24.1		12.2		—		—		—		—		—		36.3		—		36.3		100.8
Richard P. Menell(12)		95.5		16.7		—		—		—		—		—		112.2		—		112.2		113.3
Gayle M. Wilson		60.1		54.6		—		—		—		—		—		114.7		—		114.7		119.5
Donald M. J. Ncube		60.1		41.6		—		—		—		—		—		101.7		—		101.7		113.3
Yunus G.H. Suleman(13)		20.6		12.6		—		—		—		—		—		33.2		—		33.2		—
Peter J. Bacchus(14)		23.1		14.2		—		—		—		—		—		37.3		—		37.3		—
Steve Reid(15)		59.7		29.6		—		—		—		—		—		89.3		—		89.3		—
Terence P. Goodlace(16)		30.9		15.1		—		—		—		—		—		46.0		—		46.0		—
Alhassan Andani(17)		28.9		14.2		—		—		—		—		—		43.1		—		43.1		—
Kofi Ansah(10)		64.5		18.2		—		—		—		—		—		82.7		—		82.7		85.8
Total		715.0		278.9		5,608.8		498.8		5,094.5		697.2		1,644.4		14,537.6		2,452.3		16,989,9		15,698.1

Notes:

(1) The total U.S. dollar amounts paid for fiscal 2016, and included in Salary, were as follows: Nick Holland U.S.$390,000, Paul Schmidt U.S.$119,000, Brett J. Mattison U.S.$84,500.

(2) The annual bonus accruals for the 12 month period ended December 31, 2016, paid in February 2017.

(3) These amounts reflect the full directors’ emoluments for comparative purposes. The portion of executive directors’ emoluments payable in U.S. dollars is paid in terms of agreements with the offshore subsidiaries for work done by directors’ offshore for offshore companies. Refer to note 1 above for such amounts paid.

(4) Nick Holland elected prior to the determination of the annual performance bonus for fiscal 2016, and in line with the rules of the minimum shareholding requirement, or MSR, policy, to defer 50% of his annual performance bonus (U.S.$677,600) into Restricted Shares. A similar election was made in fiscal 2015 to defer 50% of his annual performance bonus (U.S.$618,900) into Restricted Shares. The aggregate of his total realized earnings of U.S.$1,766,600 (fiscal 2015: U.S.$2,832,400), as reflected in the table above, and

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the deferred remuneration of U.S.$677,600 (fiscal 2015: U.S.$618,900) in the form of Restricted Shares amounts to U.S.$2,444,200 (fiscal 2015: U.S.$3,451,300).

(5) Ernesto Balarezo resigned on June 30, 2016.

(6) Luis A. Rivera was appointed on October 1, 2016. Luis A. Rivera’s sundry payment relates to sign-on and legislated bonuses.

(7) Alfred Baku’s sundry payment relates to leave allowance (U.S.$66,500) and special bonus (U.S.$248,000).

(8) Richard J. Butcher was appointed on February 8, 2016. Richard J. Butcher’s sundry payments relates to sign-on bonus.

(9) Manuel Diaz was appointed as Acting EVP: Americas Region for the period July 2016 to September 2016.

(10) Alan R. Hill and Kofi Ansah retired from Board membership on December 31, 2016.

(11) David Murray retired from Board membership on June 1, 2016.

(12) Richard P. Menell was appointed as Deputy Chairperson on June 1, 2016.

(13) Yunus G.H. Suleman was appointed to the Board on September 1, 2016.

(14) Peter J. Bacchus was appointed to the Board on September 1, 2016.

(15) Steven P. Reid was appointed to the Board on February 1, 2016.

(16) Terence P. Goodlace was appointed to the Board on July 1, 2016.

(17) Alhassan Andani was appointed to the Board on August 1, 2016.

The directors and prescribed officers held the following equity settled instruments on March 20, 2017:

	Equity-settled instruments at 31 December 2015				Equity- settled instruments granted during the year		Equity- settled instruments forfeited during the year		Equity-settled instruments exercised during the year						Equity- settled instruments transferred to Restricted Shares(2)		Equity-settled instruments at 31 December 2016				Expiration date
	Number		Average strike price (US$)		Granted		Number		Number		Average market price of vested shares		Benefit arising (US$)		Number		Number		Weighted Average strike price (US$)(1)		Last date of expiration
Director
Nicholas J. Holland(2)		296,555		7.46		460,233		65,045		—		—		—		374,966		316,747		7.04		December 31, 2020
Paul A. Schmidt		123,652		7.38		240,945		24,640		138,652		3.94		545,836		—		201,305		7.04		March 1, 2019
Prescribed Officer
Richard M. Weston		95,768		7.38		221,379		12,333		124,932		4.50		562,194		—		179,882		7.04		May 31, 2017
Ernesto Balarezo		39,182		—		39,182		—		78,364		4.32		338,831		—		—		—
Alfred Baku		35,302		7.44		182,682		9,674		35,118		4.41		154,925		—		173,192		5.16		March 1, 2019
Taryn L. Harmse		29,392		7.54		100,710		7,441		25,324		3.94		99,694		—		97,337		6.91		March 1, 2019
Lee-Ann N. Samuel		42,948		7.52		105,205		—		78,226		4.41		345,099		—		69,927		6.48		March 1, 2019
Brett J. Mattison		56,448		7.46		139,478		14,111		61,202		3.94		240,936		—		120,613		7.04		March 1, 2019
Naseem A. Chohan		46,133		8.15		92,487		4,752		52,904		4.41		233,389		—		80,964		7.04		March 1, 2019
Nico J. Muller		245,208		—		137,280		—		—		—		—		—		382,488		—		March 31, 2017
Richard J. Butcher		—		—		23,964		—		—		—		—		—		23,964		—		March 1, 2019
Avishkar Nagaser		—		—		33,136		—		—		—		—		—		33,136		—		March 1, 2019

Notes:

(1) Share Appreciation Rights (SARS) weighted average strike price.

(2) Nick Holland elected to defer vesting of 100% of the 2013 Performance Share award which was due to vest on 1 March 2016 into Restricted Shares. Mr. Holland has 507,473 Restricted Shares held in Escrow as at

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31 December 2016, which will vest after the five-year holding period or termination of employment, whichever comes first. The 507,473 Restricted Shares comprises of 132,477 shares relating to the 2015 short-term incentive and 374,996 shares to the 2013 Performance Share award. A further 408,617 Restricted Shares were acquired in March 2017 relating to the 2016 short-term incentive and the 2014 LTIP award.

Share Ownership of Directors and Prescribed Officers

The following sets forth, to the knowledge of Gold Fields’ management, the total amount of ordinary shares directly or indirectly owned by the directors and executive officers of Gold Fields and excludes shares held in escrow for Mr. Holland as of March 20, 2017:

Holder	Ordinary shares		Percentage
Director
Nicholas J. Holland(1)		1,526,967		0.1860	%
Paul A. Schmidt		122,549		0.0149	%
Cheryl A. Carolus		3,129		0.0004	%
Richard P. Menell		5,850		0.0007	%
Gayle M. Wilson		2,378		0.0003	%
Prescribed Officer
Richard M. Weston		204,636		0.0249	%
Naseem A. Chohan		82,023		0.0100	%
Brett J. Mattison		43,103		0.0052	%
Lee-Ann N. Samuel		76,525		0.0093	%
Taryn L. Harmse		7,777		0.0009	%
Alfred Baku		40,404		0.0049	%
Total Directors (5 persons)		1,660,873		0.2024	%
Total Prescribed Officers (6 persons)		454,468		0.0554	%
Total Directors and Prescribed Officers (11 persons)		2,115,341		0.2578	%

Note:

(1) The 1,526,967 comprises 610,877 shares directly held by Mr. Holland and 916,090 Restricted Shares indirectly held by Mr. Holland. See “Introduction of a MSR for members of the Group Executive Committee”.

Long-term Cash Incentive Plan

A LTIP was implemented on March 1, 2014. The key objectives of the LTIP are to reinforce a high performance culture and create stronger alignment between executive compensation and shareholder value.

At the annual general meeting in May 2016 approval was obtained to make certain amendments to the 2012 Share Plan and the Plan was re-introduced following the approval, no new awards will be made under the LTIP.

Awards made under the Long-term Cash Incentive Plan

Award	TSR – 50%						FCF Margin – 50%						Total Potential Vesting % of initial awards
	(Achieved)			(Vesting)			(Achieved)			(Vesting)			(%)
2014 LTIP Award
Performance period—January 1, 2014 to Dec 31, 2016		0	%		0	%		12.7	%		77	%		38.5
2015 LTIP Award
Performance period—January 1, 2015 to Dec 31, 2017		0	%		0	%		12.5	%		75.0	%		37.5

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The table below reflects the indicative vesting quantum for the Group Executive Committee for the 2014 LTIP award, which was paid on February 28, 2017 but does not reflect in the remuneration table above:

Name	Designation	U.S.$ Value of Initial LTIP Award		U.S.$ Value of Awards Vested on 28 February 2017
		(U.S.$ million)
N.J. Holland(1)	Chief Executive Officer		1.30		0
P.A. Schmidt	Chief Financial Officer		0.63		0.24
R. Weston	EVP: Australasia		0.91		0.35
A. Baku	EVP: West Africa		0.79		0.30
L.N. Samuel	EVP: People and Organizational Effectiveness		0.47		0.18
B.J. Mattison	EVP: Strategy Planning and Corporate		0.50		0.19
N.A. Chohan	EVP: Sustainable Development		0.23		0.09
T.L. Harmse	EVP: Group General Counsel		0.36		0.14
N.J. Muller	EVP: South Africa		0.06		0.02
			5.25		1.52

Note:

(1) Mr. N.J. Holland elected prior to the vesting of the 2014 LTIP award and in line with the MSR policy, to defer 100% (U.S.$500,000) in the form of Restricted Shares.

The table below reflects the indicative vesting quantum for the Group Executive Committee based on the current tracking of the performance conditions based on the 2015 LTIP award:

Name	Designation	U.S.$ Value of Initial LTIP Award		U.S.$ Value of Awards
		(U.S.$ million)
N.J. Holland	Chief Executive Officer		0.93		0.35
P.A. Schmidt	Chief Financial Officer		0.92		0.34
R. Weston	EVP: Australasia		0.70		0.26
A. Baku	EVP: West Africa		1.20		0.45
L.N. Samuel	EVP: People and Organizational Effectiveness		0.52		0.19
B.J. Mattison	EVP: Strategy Planning and Corporate		0.60		0.22
N.A. Chohan	EVP: Sustainable Development		0.25		0.09
T.L. Harmse	EVP: Group General Counsel		0.51		0.19
N.J. Muller	EVP: South Africa		0.34		0.13
A. Nagaser	EVP: Investor Relations and Corporate Affairs		0.18		0.07
			6.15		2.29

The Gold Fields Limited 2005 Share Plan

The 2005 Plan provided for two types of awards: performance vesting restricted shares, or PVRS, and performance allocated share appreciation rights, or SARS. All PVRS have previously settled. SARS have a three-year vesting after being awarded a further three years before expiration. Remaining SARS are all currently under water and expired on March 1, 2017 upon which the 2005 Plan was closed.

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Introduction of a MSR for members of the Group Executive Committee

In line with best practice and in response to shareholder input, the Company has adopted a MSR policy, which was approved by shareholders on May 18, 2016 and which is mandatory for executives. The policy requires executives to hold a specific percentage of shares in the Company. The proposed target shareholdings of vested and unencumbered shares for the relevant executives are:

• CEO: 200% of the annual guaranteed remuneration package; and

• CFO and other executives: 100% of the annual guaranteed remuneration package.

Executives may use the following shares to meet the MSR:

• Personal investments in the Company’s shares through the use of after-tax income; and

• Executives will be given the opportunity to elect, prior to the cash bonus being communicated or the vesting of the LTIP, to receive all or a portion of the cash bonus/LTIP in Restricted Shares which will be subject to a further time period (holding period) during which executives will be required to hold the Restricted Shares. In addition, executives will be given the opportunity to elect, prior to the relevant vesting dates, to convert all or a portion of their Retention Shares or Performance Shares awarded under the plan, in Restricted Shares, which will also be subject to the holding period, towards the fulfilment of the MSR. This holding period will mean that the Restricted Shares may not be sold or disposed of and that the beneficial interest must be retained therein until the earlier of:

• Notice given by the executive, provided that such notice may only be given after the five years from the start of the holding period;

• Termination of employment of that employee, ie retirement, retrenchment, ill health, death, resignation or dismissal;

• Abolishment of the MSR; or

• In special circumstances such as proven financial hardship or compliance with the MSR, upon application by the employee and approval by the Remuneration Committee.

The Restricted Shares will be held in escrow for the holding period, which commenced on June 1, 2016. The Restricted Shares will, however, not be subject to any further forfeiture provisions post the original restricted period (performance shares and cash LTIP) or communication of the cash bonus.

To facilitate the introduction of the MSR policy and to compensate executives for locking in their vested shares for an additional five years, thus exposing themselves to further market volatility, the Company will grant a matching share award. This is intended to entail a conditional award of shares of one share for every three shares committed towards the MSR (matching shares). The matching shares will vest on a date that corresponds with the end of the holding period of the shares committed towards the MSR provided the executive is still in the employment of the Company, has met the MSR as per the requirements of the MSR policy, including having sustainably accumulated shares to reach the MSR over the five-year holding period, ie the Company aims to guard against a situation where an executive only accumulates the shares in year four of the five-year period. In the event of no-fault termination (retirement, death, disability, retrenchment or corporate action), the matching shares will be apportioned based on time.

The MSR is expected to encourage executive share ownership within the Company and reinforce the creation of shareholder value over the long term through executives becoming shareholders.

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Mr. Nicholas J. Holland elected, prior to the accrual or vesting and determination of the respective incentive, to defer:

• 50% of his 2015 short-term incentive;

• 50% of his 2016 short-term incentive; and

• 100% of the 2014 LTIP award which was due to vest on February 28, 2017

towards achieving the MSR, which will be held in escrow in the form of Restricted Shares for a five-year restricted period.

In addition, he elected to defer vesting of 100% of the 2013 Performance Share award which was due to vest on March 1, 2016.

Effective March 20, 2017, Mr. Holland committed a total of 916,090 shares towards the fulfilment of the MSR comprising:

• 507,473 Restricted Shares held in escrow as at December 31, 2016; and

• 408,617 Restricted Shares acquired in March 2017 held in escrow.

The total US dollar value of the Restricted Shares held in escrow, based on the March 15, 2017 Gold Fields share price of R40 (U.S.$3.08), is U.S.$2,821,557. Mr Holland now holds in excess of the 200% of annual GRP in terms of the MSR. No other executive has elected to receive any Restricted Shares and no executive has committed any personal investments to meet the MSR.

The Revised Gold Fields Limited 2012 Share Plan

The revised Gold Fields Limited 2012 Share Plan was approved by shareholders at the annual general meeting in May 2016, which has replaced the 2014 LTIP.

Nature of Instruments

Retention Shares

For high performance outcomes and on an ad-hoc basis, selected Participants will be awarded conditional rights to receive shares at the end of the Vesting Period. The award will only be settled after the vesting date and the Participant will not have any shareholder or voting rights prior to the vesting date. The vesting of the award will be subject to the Vesting Condition being met and may not have performance conditions attached.

Performance Shares

Participants will be awarded conditional rights to receive shares at the end of the Vesting Period. The award will only be settled after the vesting date and the Participant will not be entitled to any shareholder rights (including voting rights and distribution rights) prior to the vesting date. The vesting of the award will be subject to the Vesting Condition and applicable Performance Conditions being met.

Restricted Shares

As stated above, executives will be given the opportunity, prior to the annual bonus being communicated or the upcoming vesting date of the LTIP award or Performance Shares, to elect to receive a portion of the annual bonus or cash LTIP in Restricted Shares or convert a portion of the unvested Performance Shares into Restricted Shares towards fulfilment of the MSR. These shares are subject to a five-year Holding Period, however, all shareholders’ rights will accrue in respect of the Restricted Shares.

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Matching Shares

In recognition of compliance with the MSR and the risk associated with holding shares in the Company, executives will receive conditional rights to receive shares and will not be entitled to any shareholder rights prior to settlement. Settlement will take place after the vesting date which will be on the fulfilment of the MSR over the five-year holding period and the vesting condition, provided that they have sustainably accumulated shares to reach the MSR over the holding period. The number of matching shares subject to an award made to an Executive will be based on the MSR policy as set out above.

Corporate Performance Conditions Relating to Performance Shares

Performance Shares are intended to be subject to the following performance conditions, which are similar to the existing LTIP’s performance condition except for the addition of the relative TSR measure:

Vesting conditions of the Long-Term Incentive

Performance condition	Weighting			Threshold	Target	Stretch
Absolute TSR		33	%	N/A—No vesting below target	Compounded cost of equity in real terms over the three-year performance period	Compounded cost of equity in real terms over the three-year performance period + 6% per annum
Relative TSR		33	%	Median of the peer group	Linear vesting to apply between above-median and upper quartile performance and capped at upper quartile performance
FCF Margin		34	%	Average FCF Margin over performance period of 5% at a gold price of U.S.$1,300/oz—margin to be adjusted relative to the actual gold price for the three-year period	Average FCF Margin over performance period of 15% at a gold price of U.S.$1,300/oz—margin to be adjusted relative to the actual gold price for the three-year period	Average FCF Margin over performance period of 20% at a gold price of U.S.$1,300/oz—margin to be adjusted relative to the actual gold price for the three-year period

The vesting profile is intended to be as follows:

Performance condition	Threshold		Target		Stretch and cap
	(%)
Absolute TSR(1)		0		100		200
Relative TSR(1)(3)(4)		0		100		200
FCF Margin(2)		0		100		200

Notes:

(1) Absolute TSR and relative TSR: Linear vesting will occur between target and stretch (no vesting occurs for performance below target).

(2) FCF Margin: Linear vesting will occur between threshold, target and stretch.

(3) The peer group will consist of ten companies: AngloGold Ashanti, Goldcorp, Barrick, Eldorado Gold, Randgold, Yamana, Agnico Eagle, Kinross, Newmont and Newcrest.

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(4) TSR will be calculated as the Compounded Annual Growth Rate, or CAGR, of the TSR index between the average of the 60 trading days up to the first day of the performance period and the average of the 60 trading days up to the last day of the performance period. TSR will be defined as the return on investing in ordinary shares in the Company at the start of the performance period, holding the shares and reinvesting the dividends received on the portfolio in Gold Fields shares over the performance period. The USD TSR index, provided by external service providers will be used based on the USD share price. The above Performance Conditions will be measured over three years which will coincide with the Company’s financial years (i.e. performance period).

Vesting of the 2013 Performance Share Award

According to the Performance Criteria set by the Remuneration Committee, the number of Performance Shares awarded was modified according to the Gold Fields share price performance, measured against seven other gold companies, namely AngloGold Ashanti, Goldcorp, Barrick, Harmony, Kinross, Newmont, and Newcrest. The share price performance was measured over the 36 month period from March 1, 2013 to February 11, 2016.

Gold Fields has been positioned within the upper quartile of the peer group, resulting in a settlement of 200% of the shares initially awarded.

The table below depicts the long-term share vesting percentages over the previous seven years in terms of the 2005 Plan and the 2012 Plan.

Long-Term Share vesting based on corporate performance  conditions
2010	2011		2012		2013		2014		2015		2016		Average
(%)
24		144		300		186		100		198		200		165

Executive Directors’ Terms of Employment

Nicholas J. Holland (Executive Director and Chief Executive Officer) and Paul A. Schmidt (Executive Director and Chief Financial Officer) are party to employment agreements with Gold Fields Ghana Holdings, Gold Fields Orogen, or Orogen, and Gold Fields Group Services (Pty) Limited, or GFGS.

The terms and conditions of employment for each executive director are substantially similar, except where otherwise indicated below. The annual gross remuneration packages, or GRP, payable to each of Mr. Holland and Mr. Schmidt for 2017 were determined by the Remuneration Committee and were as follows:

• Nicholas J. Holland: R11,006,700 plus U.S.$397,800; and

• Paul A. Schmidt: R6,954,800 plus U.S.$121,400.

The split between the three companies is determined by the amount of time spent by the executive directors with each company.

South African Contracts

Under the South African contracts, the employment of an executive director will continue until terminated upon (i) 24 or 12 months’ notice by either party for the CEO and CFO, respectively or (ii) retirement of the relevant executive director (currently provided for at age 63). The notice period for members of the Group Executive Committee is six months.

Gold Fields can also terminate the executive director’s employment summarily for any reason recognized by law as justifying summary termination.

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Should the Company require the Executive Director not to work the notice period (albeit Company or employee initiated), or any part thereof, the Executive Director shall be entitled to his GRP up to the last day of the notice period. In addition, the Executive Director shall be entitled to the following benefits:

• To receive the annual performance bonus pro-rated up to the last day of the notice period based on the average percentage annual performance bonus received over the previous two years;

• To exercise all share appreciation rights in terms of the 2005 Plan, which have vested prior to or on the last day of the notice period and will have 12 (twelve) months in which to do so;

• To exercise all pro-rata performance shares and long-term cash incentive awards in terms of the amended 2012 Plan, and the LTIP, which have settled prior to or on the last day of the notice period and will have 20 (twenty) days in which to do so; and

• To be compensated for any business travel and cell phone reimbursement up to the last day worked.

The value of the GRP payable in terms of the South African contracts is to be allocated among the following benefits: (i) salary; (ii) compulsory retirement fund contribution; (iii) voluntary participation in a vehicle scheme; (iv) compulsory medical coverage; and (v) compulsory Group Personal Accident Policy coverage. Furthermore, the executive director will contribute a compulsory 1% of his GRP to the Unemployment Insurance Fund is subject to any legislated contribution maximum at the time.

The Offshore Contracts

Under the agreements with Gold Fields Ghana Holdings and Orogen, the executive director is paid offshore in the appropriate currency. The portion of the GRP paid relates to the amount of time spent performing duties offshore for the companies. No benefits accrue to each executive director in terms of the offshore contracts.

The employment of an executive director will continue until terminated (i) 24 or 12 months’ notice by either party for the CEO and CFO respectively, or (ii) retirement of the relevant executive director (currently provided for at age 63).

Other Remuneration

In addition to the gross guaranteed remuneration payable, each executive director is entitled, among other things, to the following benefits under their employment contracts:

• Participation in the 2005 Plan, the 2012 Plan and the LTIP;

• Consideration of an annual (financial year) incentive bonus based upon the fulfillment of certain targets set by the Board of Directors;

• An expense allowance; and

• Matching Shares in terms of the MSR policy.

As of January 1, 2017, the rules of the annual performance bonus for the CEO and CFO remained unchanged for 2017.

The employment contracts also provide that, in the event of the relevant executive director’s employment being terminated solely as a result of a “change of control” as defined below, such termination occurring within 12 months of the change of control, the director is entitled to:

• Payment of an amount equal to two-and-a-half times GRP in the case of the CEO and two times GRP in the case of the CFO;

• Payment of an amount equal to the average percentage of the incentive bonuses paid to the executive director during the previous two completed financial years;

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• Any other payments and/or benefits due under the contracts;

• Payment of any annual incentive bonus he/she has earned during the financial year notwithstanding that the financial year is incomplete; and

• Full vesting of all long-term incentive awards.

The employment contracts further provide that these payments cover any compensation or damages the executive director may have under any applicable employment legislation.

A change of control for the above is defined as the acquisition by a third-party or concert parties of 30% or more of Gold Fields’ ordinary shares.

In the event of the consummation of an acquisition, merger, consolidation, scheme of arrangement or other reorganization, whether or not there is a change of control, if the executive director’s services are terminated, the “change of control” provisions summarized above also apply.

The Remuneration Committee resolved to discontinue the compensation entitlement in the event of change of control for senior executives appointed from January 1, 2013. The senior executives who are currently entitled to the change of control compensation benefits will retain their rights under the previous policy.

Non-executive Director Fees

An independent advisor was commissioned to benchmark the non-executive directors’ fees to that of the South African and international markets.

On the basis of the independent advisor’s report, approval of a 7% increase to non-executive directors’ fees, effective June 1, 2017 and a 3% increase to the fees of non-resident non-executive directors, will be sought.

The proposed non-executive director fees for fiscal 2017, excluding value added taxes, are as follows:

	Per Annum 2016 Current Fees				Proposed Fees for Fiscal 2017
	(Rand)		(U.S.$)		(Rand)		(U.S.$)
The Chair of the Board (all-inclusive fee)		2,765,000		—		2,960,000		—
The Deputy Chair of the Board (all-inclusive fee)		1,800,000		—		1,926,000		—
The Chair of the Audit Committee		329,000		—		352,000		—
The Chairs of the Capital Projects Control and Review Committee, Nominating and Governance Committee, Remuneration Committee, Risk Committee, Social, Ethics and Transformation Committee and Safety and Health and Sustainable Development Committee (excluding the Chair of the board and the Deputy Chair of the Board)		203,000		16,700		217,200		17,200
Members of the Board (excluding the Chair and the Deputy Chair of the Board)		907,900		74,900		971,500		77,200
Members of the Audit Committee (excluding the chair of the audit committee and the deputy chair of the board)		170,000		14,100		182,000		14,500
Members of the Capital Projects Control and Review Committee, Nominating and Governance Committee, Remuneration Committee, Risk Committee, Social, Ethics and Transformation Committee and Safety and the Health and Sustainable Development Committee (excluding the Chairs of the relevant committees, Chair of the Board and the Deputy Chair of the Board)		128,000		10,600		137,000		11,000

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Employees

The total number of employees, excluding employees of outside contractors who are not on Gold Fields’ payroll, as of the end of the last three fiscal years at each of the operations owned by Gold Fields as of those dates was:

	As of(1)(2)
	December 31, 2016			December 31, 2015			December 31, 2014
South Africa
South Deep		3,900	(3)		3,700	(3)		3,500	(3)
Ghana
Tarkwa		2,500	(3)		2,500	(3)		2,500	(3)
Damang		400	(3)		900	(3)		900	(3)
Australia
St. Ives		460	(4)		470	(4)		520	(4)
Agnew/Lawlers		300	(4)		290	(4)		300	(4)
Darlot		200	(4)		210	(4)		220	(4)
Granny Smith		460	(4)		460	(4)		420	(4)
Perth		130	(4)		120	(4)		110	(4)
Peru
Cerro Corona		390	(4)		380	(4)		450	(4)
Corporate		120	(4)		90	(4)		80	(4)
Total		9,000	(3)		9,100	(3)		9,000	(3)

Notes:

(1) The employee numbers presented do not include contractors who are not on the payroll. As at December 31, 2016, Gold Fields employed 9,127 outside contractors divided among its operations as follows: South Deep: 2,330; Tarkwa: 2,367; Damang: 1,717; St. Ives: 438; Agnew/Lawlers: 307; Darlot: 42; Perth: 1; Granny Smith: 139 and Cerro Corona: 1,786.

(2) Table may not sum due to rounding.

(3) Rounded to the nearest hundred.

(4) Rounded to the nearest ten.

Labor Relations

South Africa

91% of the labor force at Gold Fields’ South African operations is unionized, with the major portion of its South African workforce being members of the NUM and the other recognized union being UASA. Gold Fields attempts to balance union demands with the need to contain and reduce AIC in order to ensure the long-term viability of its operations. For the Group’s South Africa operations, labor costs constituted 47% of operating costs excluding amortization and depreciation.

There were no labor-related work stoppages at South Deep in fiscal 2016. Gold Fields continues to promote health and safety in South Africa as part of a comprehensive effort to improve mine safety. In fiscal 2016, there have been five work stoppages to address safety issues.

Wage Agreements

In total, labor costs in South Africa increased from 46% in fiscal 2015 to 47% of operating costs in fiscal 2016. The increase was primarily due to changes in the employee profile, a three year wage agreement and incentives to align to the new business objectives.

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On April 10, 2015, the Group signed a three year wage and other conditions of employment agreement with the NUM and UASA, the registered trade unions at South Deep. The agreement resulted in average annual wage increases of 10% over the three year period of the deal. The first increase took effect on April 1, 2015. In addition, the agreement varies depending on the employee category and goes beyond wage increases to provide employees with a range of benefits, including:

• A scarce skills allowance of R4,000 per month in the first year, escalating by R500 per annum over the next two years, for certain artisans and machine operators;

• A retention allowance of R1,000 per month for other machine operators and artisans in the plant, backfill, shafts as well as tramming and recovery areas, for each of the three years covered by the agreement;

• An increase of 20.96%, 14.29% and 12.5%, respectively in each of the three years, for Category 4-8 (A and B Band or entry level employees) and an increase of 8% in fiscal 2015, 8% in fiscal 2016 and 9% in fiscal 2017 for miners, artisans and officials; and

• A housing allowance to replace the current living out allowance over the three year period.

Ghana

In total, labor costs in Ghana remained at 22% in fiscal 2016. Of the Ghanaian employees at Tarkwa, Damang and the Accra office, the majority are members of the GMWU whose employment is governed by a collective agreement originally concluded in 2000 and revised in 2003, 2006, 2010 and 2013. In January 2016, a wage deal was reached with the GMWU for fiscal 2015. Under the agreement, employees received a 5% increase on monthly basic pay for all union categories; a one off payment of 1,000 Ghana Cedis for employees to invest in development and a rental allowance increase from 25% to 30% of salary for fiscal 2016 for employees who are not in mine accommodation. In January 2017, a two-year wage agreement was reached with the GMWU for fiscal 2016 and fiscal 2017. Under the agreement, employees received a 10% increase on monthly basic pay and a one-off payment of 1000 Ghana Cedis for fiscal 2016 and a 6% increase on monthly basic pay for fiscal 2017.

In order to reduce AIC in West Africa, management is focusing on restructuring the Damang operations in line with the business plan.

In this regard, Management and GMWU are committed to the Region’s efforts to rebase its existing business operating models through productivity improvements and efficiency mechanisms in order to optimize all areas of the business value chain. This shall include ensuring optimal utilization of labor and timeously addressing any inherent operational deficiencies that may exist.

Australia

In total, labor costs in Australia remained at 26% in fiscal 2016. In Western Australia, where Gold Fields’ Australian operations are located, labor is now primarily regulated by the Fair Work Act (2009), or the Fair Work Act, which came into effect on July 1, 2009 and the associated federal industrial relations regulations and minimum National Employment Standards.

The commencement of the Fair Work Act means that unions may potentially have an increased role in negotiating collective agreements for pay and working conditions which may lead to an increased union presence in Western Australia’s mining industry, including at Gold Fields’ mining operations in Australia.

With the exception of a range of state statutes limited to health and safety, long-service leave, discrimination and workers’ compensation, Gold Fields and its employees’ conditions of employment are regulated by an employee collective agreement.

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In April 2015, in order to manage labor risks, Gold Fields implemented a four year Companies Enterprise Agreement, or the CEA, with employee representatives and representatives of a union which has been endorsed by the Fair Work Commission. The CEA provides for standardized conditions of employment across Gold Fields’ mining operations in Australia for all of its employees including minimum ‘safety net’ rates of pay, work hours, redundancy provisions, discretionary market-based annual wage reviews and general ‘best practice’ employer and employee obligations. Also contained in the agreement is a dispute settlement procedure that includes an internal ‘up the line’ escalation process as well as provision (by mutual agreement) for external arbitration and provides that during the four year term of this agreement protected industrial actions such as strikes and bans will be regarded as illegal. The CEA will come up for review early in fiscal 2018.

Peru

In total, labor costs in Peru increased from 23% in fiscal 2015 to 28% in fiscal 2016. Prior to 2011, the employees at Cerro Corona were not unionized and had no collective bargaining agreement. However, Peruvian labor regulations provide that a collective negotiation process may be commenced by a union or by workers’ representatives elected by the majority thereof.

In June 2011, operational employees at Cerro Corona formed a labor union and negotiated a five year collective bargaining agreement with the Group up to June 2016. In January 2017, a new agreement was signed for a 3 year period, up to fiscal 2019. Currently 17% of Peruvian employees are unionized. This agreement provides for a S/. 220 annual wage increase in fiscal 2017 which is equivalent to a 5.3% annual wage increase on average for this group of employees, 5.5% increase in fiscal 2018 and 5.8% increase in fiscal 2019. In addition, eligible employees are entitled to a special bonus payment, education expenses and other benefits.

Also, Gold Fields provides to its workers, as a working condition, free transportation between the mine site and the city of Cajamarca.

Over the last few years, Peru has seen many cases of conflicts and dissention between local communities and mining operations and mining projects, stemming largely from the communities’ desire for greater participation in the economic benefits of these mining projects. Cerro Corona has undertaken extensive community consultation and negotiation since 2003 through the land purchase and permitting process to achieve agreement with local communities on various aspects of community involvement. A comprehensive strategy to work with the communities has been implemented through the operations stages. The main focus of this strategy relies on three pillars, which are (i) promoting the development of basic local infrastructure such as, for example, improvements to local drinking water, (ii) training and employing the local communities and (iii) developing economically self-sustaining projects and suppliers. Gold Fields believes its social strategy has created goodwill with the local communities.

Benefits

Gold Fields provides benefits to its employees, generally including pension, medical and accommodation benefits. Employees are also entitled to a severance package if they are laid off. Gold Fields’ own employees are generally provided with medical and retirement benefits. In Australia, benefits for contractors’ employees are the responsibility of each contractor and Gold Fields’ own employees are generally responsible for their own medical costs and other benefits, except that Gold Fields contributes to a third-party pension plan.

In South Africa, Gold Fields attempts to attract and retain motivated high caliber employees through a mix of guaranteed and performance-based remuneration, as well as short-term and long-term incentives, and non-financial rewards relating to work experience. Gold Fields has also implemented company pay structuring for management employees and also for supervisory employees in South Africa, known as the Gross Remuneration Package.

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Furthermore, in order to maintain competitiveness in the South African labor market, regular industry market surveys are conducted, to benchmark remuneration practices and to keep abreast of industry movements regarding employee benefits and non-financial employee reward and recognition programs. Gold Fields was actively involved in an industry task team working with the Institute of Directors in formulating industry standards for remuneration practices based on labor market dynamics.

Bonus Schemes

Gold Fields offers appropriate bonus schemes for employees at all levels. The focus of Gold Fields’ bonus schemes is based on specific production, safety, cost and development at management levels.

Employee Share Option Scheme

With respect to Gold Fields’ South African operations, an Employee Share Option Scheme, or ESOP, in respect of an effective 10.75% stake in GFIMSA was registered on December 1, 2010. The ESOP is housed and administered through the Thusano Share Trust. The effective holding in GFIMSA was equivalent to about 13.5 million unencumbered Gold Fields shares with full voting rights, which were issued to and held by the trust at par value of R0.50 which represented a 99.5% discount to the 30 days volume-weighted average price at July 30, 2010. This represents 1.75% of the current Gold Fields shares in issue. See “Additional Information—Material Contracts—Additional Black Economic Empowerment Transactions”.

Employment Equity

Under the South African Employment Equity Act, or the Employment Equity Act, Gold Fields has a responsibility to: (1) promote equal opportunity and fair treatment in employment by eliminating unfair discrimination; and (2) implement affirmative action measures to redress the disadvantages in employment experienced by certain groups, in order to ensure their equitable representation in all occupational categories and levels in the workforce. As required by the Employment Equity Act, Gold Fields had a formal employment equity plan, which has been approved by its unions and submitted as part of its report to South African regulatory officials. The plan includes numerical targets to be achieved over a five year period, with regular meetings of employment equity forums involving management and employee representatives to monitor progress against the plan. Management believes that Gold Fields is currently making adequate progress toward the targets under its plan and is in compliance with legal and regulatory requirements regarding employment equity.

Training

Gold Fields continues to provide comprehensive training to its employees, in full compliance with the regulatory requirements at the sites at which it operates. The training provided in South Africa is aligned with South Africa’s National Qualifications Framework, and is carried out within the ambit of Gold Fields’ education, training and development, or ETD, establishment, in partnership with other institutions to provide accreditation. In order to secure optimal workplace safety and productive work performance, Gold Fields exposes its employees to ETD interventions which significantly exceed compliance to minimum standards, in the form of additional mining and safety skills training, team-based behavioral training, and non-mining related life and social skills training.

In addition, Gold Fields continues to focus systematically on managerial, leadership, and professional development through the provision of “Management Development Leadership” programs in association with Duke University, as well as its Leadership and Professional Talent Pipeline program, by means of a process known as the Talent Review, which is integrated with its performance management system.

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In South Africa, Gold Fields has maintained its enrollment of University Bursars and entry-level scholarships across the technical disciplines. At South Deep, the mechanized training center has now been established and provides essential mechanized training required for our South Deep operations.

Gold Fields continues to review the performance of its human resource development, which seeks to identify further opportunities to improve the training and development initiatives. This new focus has resulted in changes in the approach of human resource development, with a conscious departure from the traditional training-only approach, towards a holistic talent and change management approach. Gold Fields believes that this approach will facilitate the cultural and behavioral changes required for the organization to achieve its Safe Production performance objectives. This includes the roll-out of the Gold Fields Foundational program which all employees are required to complete across the Group, and which provides a foundation of company knowledge, key business concepts and company strategy.

Gold Fields continues to subscribe to initiatives concerning national critical skills formation, operating through various private sector collaborative initiatives. In addition, Gold Fields continues to work closely with local and national government forums towards the development of business initiatives aimed at addressing youth development.

All of Gold Fields’ employee training activities in South Africa take account of the human resources development requirements of the Mining Charter, and are fully described in the SLP submitted by Gold Fields to the Department of Minerals and Energy. See “Information on the Company—Environmental and Regulatory Matters—South Africa—Mineral Rights”.

Gold Fields has initiated training and development programs internationally that are appropriate to the specific regions, commensurate with regional and site-specific objectives and constraints. A comprehensive leadership development program at Gold Fields’ operations has been developed to further the growth of high-potential individuals, including management, specialists, and other high performers.

Safety and Wellness

Gold Fields continues to uphold its promise, “if we cannot mine safely, we will not mine”. This reflects the need to minimize any potential negative impact on our employees and contractors, maintain operational continuity and protect the Company’s reputation. The Group’s annual performance bonus contains a significant safety component. Furthermore, maintaining safe and healthy working conditions is a key compliance issue for the Company.

As stated in its Occupational Health and Safety Policy, Gold Fields strives for “Zero Harm” at all of its operations and to minimize occupational health and safety hazards. All of the Group’s operations are certified to the OHSAS 18001 international health and safety management system standard.

The work on safety and wellness is integral to Gold Fields’ operational discipline and is widely accepted as the foundation for improved operational performance. As such, there is no conflict between pursuing safety and productivity at the same time.

Safety Management

Gold Fields remains vigilant and continues to introduce and monitor proactive measures to build on progress made in our safety performance.

Tragically, one fatality occurred during fiscal 2016 when Vakele Thafeni, an employee learner miner, was killed after a 1.5 magnitude seismic event caused an underground rock burst at our South Deep mine. Subsequent to year-end, Gold Fields had two further fatalities at South Deep. Thankslord Bekwayo, a dump truck operator,

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was killed in an underground accident on January 1, 2017 involving the truck he was driving, while Nceba Mehlwana, a locomotive driver, was fatally injured during a tramming accident on February 16, 2017. Our heartfelt condolences go out to the families, friends and colleagues of Messrs Thafeni, Bekwayo and Mehlwana. The Group’s safety performance showed a 33% improvement in the TRIFR with 2.27 incidents per million hours worked in fiscal 2016 compared to 3.40 in fiscal 2015. This is a significant achievement and is the lowest TRIFR rate at Gold Fields since fiscal 2013 when the ICMM adopted the measure as the gauge of safety performance. The Group’s TRIFR rate in fiscal 2013 was 4.14, while the number of recordable injuries since then has declined from 181 in fiscal 2013 to 124 in fiscal 2016. Of the 124 injuries, 76 were employee injuries (2015: 100) and 48 were contractor injuries (2015: 74).

During fiscal 2016, each of Gold Fields’ eight operations reported an improvement in their TRIFR rate, a tribute to the behavior-based safety programs in place across the Group. Gold Fields’ work at embedding these into our day-to-day performance, along with visible management leadership on the ground, continues.

Group safety performance

	Fiscal 2016		Fiscal 2015			Fiscal 2014		Fiscal 2013
TRIFR(1)		2.27		3.40			4.04		4.14
Fatalities		1		4	(5)		3		2
Lost time injuries(2)		39		68			75		52
Restricted work injuries(3)		59		68			84		73
Medically treated injuries(4)		25		35			38		54
Total recordable injuries		124		174			200		181

Notes:

(1) TRIFR Group safety metric was introduced in 2013. TRIFR = (Fatalities + Lost Time Injuries + Restricted Work Injuries + Medically Treated Injuries) x 1,000,000/number of man-hours worked.

(2) A LTI is a work-related injury resulting in the employee or contractor being unable to attend work for a period of one or more days after the day of the injury. The employee or contractor is unable to perform any of his/her duties.

(3) A RWI is a work-related injury sustained by an employee or contractor which results in the employee or contractor being unable to perform one or more of their routine functions for a full working day, from the day after the injury occurred. The employee or contractor can still perform some of his/her duties.

(4) A Medically Treated Injury, or MTI, is a work-related injury sustained by an employee or contractor which does not incapacitate that employee and who, after having received medical treatment, is deemed fit to immediately resume his/her normal duties on the next calendar day, immediately following the treatment or re-treatment.

(5) Three of the four fatalities in 2015 were workplace accidents. A fourth fatality was a member of the protection services team at South Deep who was shot and killed during a robbery at the mine.

Regional Performance

Details of specific regional safety initiatives implemented in fiscal 2016 are set out below.

Americas

After slipping in fiscal 2015 to 1.09 from 0.38 in fiscal 2014, the TRIFR at the Cerro Corona mine improved by 69% to 0.34 in fiscal 2016, with the operation only reporting one lost time and one MTI during the year. Following the relatively poor performance in fiscal 2015 the mine intensified its safety campaign, containing 10 rules that every employee and contractor has to sign up to. It also focused on improving the leadership skills of safety supervisors, as part of visible safety leadership. Furthermore, 190 employees and contractors have been tasked with driving safe behavior by highlighting good working practices.

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Australia

During fiscal 2016, the TRIFR for Gold Fields Australia improved by 42% to 9.43 from the fiscal 2015 rate of 16.27. This is the lowest rate since the acquisition of the Yilgarn South Assets in fiscal 2013, when the region’s integrated safety strategy was first launched. The TRIFR has been reduced by 73% since then. Three of the mines, St. Ives, Darlot and Granny Smith, showed improvements ranging from 47% to 55% during fiscal 2016 and all three recorded their lowest TRIFR rate since fiscal 2013. Agnew/Lawlers’ improvement was lower at 13% after a number of safety related incidents with a contracting firm early in fiscal 2016. Targeted interventions managed to address their performance.

At the heart of Gold Fields Australia’s safety efforts are two programs: the ongoing Visible Felt Leadership and Vital Behaviors programs, both of which were introduced in fiscal 2014. Risk assessments undertaken on all recordable injuries since fiscal 2012 indicate that the risk of incidences that result in recordable injuries is steadily declining with no high-risk events having occurred since fiscal 2014.

During fiscal 2016, all mines in the region revitalized their safety programs as well as safety discipline. A particular focus has been on new employees and contractors, where there was evidence of a greater risk of injury. The findings of an anonymous survey among employees about the safety programs and standards, carried out annually over the past three years, will feed into the region’s safety strategy for the next three years.

In addition, the St. Ives mine is currently in the process of re-certification following an initial negative finding by the International Cyanide Management Institute, or ICMI. The external certification auditors have recommended re-certification and the ICMI is currently evaluating their findings.

South Africa

South Deep’s safety performance showed a significant improvement with the TRIFR falling by 17% from 2.91 in fiscal 2015 to 2.42 in fiscal 2016. However, this overall improvement was overshadowed by the fatal fall-of-ground accident experienced by the mine in September. In fiscal 2015, South Deep reported two mining-related fatalities and one fatal shooting. As a result of the fatal accident, the Department of Mineral Resources issued two Section 54 work-safety related stoppages. A further 13 Section 54 stoppages were issued during fiscal 2016 following visits by the DMR due to either perceived or actual unsafe working conditions, inadequate safety procedures or untrained personnel. This brings the total number of Section 54s in fiscal 2016 to 15 (2015: 16). Gold Fields continues to work with the DMR in addressing safety and wellness related issues at South Deep.

The number of total injuries reported by the mine went up from 68 in fiscal 2015 to 75 in fiscal 2016 (the TRIFR for South Deep is lower due to more hours worked.). Three categories (Material & Equipment, Fall-of-Ground and Slip & Fall) accounting for 77% of these injuries. Fall-of-ground accidents had been on a steady decline to six in fiscal 2015 but picked up again in fiscal 2016 with 15 incidents, including the fatal accident. Gold Fields continues its efforts to move mineworkers away from potentially dangerous areas and has installed extensive secondary support throughout the mine to limit the impact of rock bursts. The number of seismic events at South Deep registering above one on the Richter scale increased from 73 in fiscal 2015 to 101 in fiscal 2016 (of which six were over two on the scale) as the mine accelerated its ramp-up. Despite the fact that the average energy released per seismic event has dropped, the mine has intensified its efforts at improving its forecasting abilities. It is working with 12 consultancies and institutions, including the Institute of Mine Seismology and the Council for Geoscience, to monitor, understand and mitigate against seismic underground events.

Behavior-based incident management and strict enforcement of safety standards continue to be the pillars on which the mine relies to improve working place physical conditions and address risky behavior. In addition, 30% of bonuses, on average, are linked to safety-related performance. During fiscal 2016, South Deep rolled out four programs to improve its safety performance, including back-to-basics training, hazard identification and risk assessments as well as artisan upskilling. Testing for alcohol and cannabis is also carried out as part of the mine’s zero tolerance policy.

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Beyond behavioral-based management, South Deep has also intensified its effort to engineer-out safety risks, through pre-conditioning of working areas, as well as a focus on consumable material and equipment. As part of this, the installation of a rail-bound proximity detection system was completed in the first quarter of fiscal 2016, with which all 56 locomotives at the mine were fitted and relevant operators and artisans trained in its use. The installation of fixed beacons at the mine during the latter part of fiscal 2016 has helped to facilitate direct communication between the locomotives.

West Africa

Both Tarkwa and Damang reported better TRIFR during fiscal 2016, with Tarkwa improving by 23% to 0.31 and Damang by 37% to 1.67. The region reported no fatality in fiscal 2016 after recording one fatal accident during fiscal 2015. An external health and safety audit undertaken in the fourth quarter of fiscal 2016 made no adverse finding and reported no high-risk events at either mine.

The mines rely on a number of behavioral-based and safety discipline awareness programs to entrench safe behavior and during fiscal 2016 this was supported by more frequent walkabouts by senior management. A key part of the safety strategy is a zero tolerance approach to drug and alcohol use, which is applicable to all employees in the West Africa region. Over 130,000 sobriety tests were conducted during fiscal 2016 and 28 employees and contractors, who were found to be over the limit, were discharged immediately. The zero tolerance approach is supported by free counselling and educational sessions on drug and alcohol abuse.

Employee Health and Wellness

Gold Fields is committed to reducing the exposure of its employees to occupational health risks, including those associated with air quality, silicosis, tuberculosis, diesel particulate matter and hearing loss. As such, each region has implemented occupational health and hygiene monitoring for diesel particulates, respirable and silica dust, other airborne pollutants, radiation and noise. Particular emphasis is placed on managing the underground working environments in Gold Fields’ Australian and South African operations, due to the heightened health risks that underground mining poses to workers.

All of Gold Fields’ regions run dedicated wellness programs, tailored to both the national and local context of each mining operation. These programs aim to identify and manage chronic medical conditions within the workforce, whilst also maximizing its productive capacity and reducing absenteeism.

Occupational disease at the South Deep mine (rate per 1,000 employees)

	Fiscal 2016		Fiscal 2015		Fiscal  2014(1)		Fiscal  2013(1)
Noise-induced hearing loss (NIHL)(1)		0.80		0.68		1.52		0.62
Cardio-respiratory tuberculosis (CRTB)		5.26		6.16		9.15		6.5
Silicosis(2)		1.12		1.54		2.67		1.86
Chronic obstructive airways disease (COAD)(1)		0.64		0.17		0.76		0.00
South Deep workforce		6,277		5,837		5,246		6,466

Notes:

(1) Numbers are now presented per 1,000 employees. Comparatives have been restated.

(2) Based on the number of cases submitted for compensation.

Noise

During fiscal 2016, Gold Fields’ South Deep mine reported a rise in the NIHL rate to 0.80 per 1,000 employees and contractors (fiscal 2015: 0.68), while the number of NIHL cases submitted rose from four to five. During the year, the mine met the Mine Health and Safety Council, or MHSC, milestone for equipment noise not to exceed 110 (A-weighted) decibels (dB(A)), though 10% of samples were above the 2024 milestone of 107 dB(A).

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It is important to note that these measurements do not incorporate the noise reduction effect provided by hearing protection devices, which are freely available and are compulsory to wear in demarcated areas.

South Deep continues to implement a range of medical, educational and engineering interventions to improve its performance in this regard. These include:

• Early diagnosis and management of treatable lifestyle diseases;

• Preventative counseling on NIHL;

• Training on correct use of personal protection equipment, or PPE; and

• Application of noise management measures to the underground mining fleet.

At Gold Fields’ Australian operations only two vehicles and machinery equipment across our four operations recorded noise levels above 110dB(A) throughout 2016. Operators of this equipment use appropriate hearing protection to ensure noise levels experienced are below 85dB(A). Two new NIHL cases were reported during fiscal 2016. NIHL mitigating strategies include implementation of engineering solutions to reduce exposure, the correct use of PPE and ongoing monitoring.

In West Africa, the number of NIHL cases remained at two new cases in fiscal 2016, amid the mandatory use of hearing protection devices (ear plugs and ear muffs) in areas with noise exposures above 85dB(A). Furthermore, continuous monitoring of the operator workstations as well as a number of in-pit machines, including drill rigs, excavators, dump trucks and graders are undertaken every six months. Engineering controls, such as sound proof seals for equipment operator cabins, are also having a positive impact on noise levels.

There were no reported NIHL cases at Cerro Corona.

Diesel Particulate Matter

Gold Fields undertakes regular monitoring and analysis of the concentration of DPM at all of its operations. This issue is particularly material at Gold Fields’ underground mines in Australia and South Africa, due to the potential concentration of particulates in specific working areas.

While there are no regulatory limits, the Australia region implemented a strategy in fiscal 2014 designed to reduce exposure to DPM with a focus on fitting filters to equipment, refining maintenance schedules, ensuring the correct levels of ventilation and providing appropriate procedural controls. Sampling programs during fiscal 2016 have indicated the success of this initiative with a sharp decline in DPM levels underground, to a point where only 0.5% of samples have exceeded the 70µg/m3 target recommended by the Australian Institute for Occupational Hygienists.

In South Africa, the DMR developed a draft regulatory framework, released in fiscal 2014, to establish a DPM OEL. This plan recommended a four-year ‘step-in- approach’ starting at 350µg/m3 in fiscal 2015 and systematically decreasing to 160µg/m3 by January 2018. Gold Fields has over the years introduced a range of measures to improve monitoring and bring down the DPM exposure levels underground. These include the acquisition of vehicles and machines with more advanced engine technology as well as use of ultra-low sulphur content diesel. As a result, the 160µg/m3 DPM OEL was only exceeded in 11% of samples during fiscal 2016 compared with 15% in 2015 and 19% in fiscal 2011.

In Ghana and Cerro Corona, the exposure levels and concentration of personal and area DPM samples are insignificant.

Silicosis and Tuberculosis

In fiscal 2015, the MHSC introduced new aspirational silica dust exposure targets for South African gold mines. These milestones require that personal exposure levels to silica dust be reduced from 0.1mg/m³ to <0.05mg/m3 by fiscal 2024. South Deep is already using the fiscal 2024 level to guide its performance and in

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fiscal 2016, 26% of the personal silica dust samples exceeded this level. South Deep has accelerated the implementation of a range of improved dust control measures to gradually reduce these levels, including:

• Real-time dust monitoring;

• Fitting water mist sprays at dust sources;

• Dust management controls on footwalls and internal tips; and

• Installation of manually controlled water blasts in all working areas.

During fiscal 2016, the silicosis rate per 1,000 employees improved by 28% to 1.12 from 1.54 in fiscal 2015 with the number of silicosis cases submitted to the relevant health authorities falling from nine to seven. Similarly, the CRTB rate improved by 15% in fiscal 2016 to 5.26 per 1,000 employees (fiscal 2015: 6.16) and the number of CRTB cases submitted fell to 33 in fiscal 2016 from 36 in fiscal 2015.

In 2014, an industry working group was formed to address issues relating to compensation and medical care for occupational lung disease in the South African gold mining industry. During fiscal 2016, the working group had extensive engagements with a wide range of stakeholders in fiscal 2016, including government, organized labor, other mining companies and legal representatives of claimants who have filed legal suits against the companies.

The companies, Anglo American South Africa, AngloGold Ashanti, African Rainbow Minerals, Gold Fields, Harmony and Sibanye, believe that fairness and sustainability are crucial elements of any solution and are working together with these stakeholders to design and implement a comprehensive solution that is both fair to past, present and future gold mining employees and also sustainable for the sector. The companies are among respondent companies in a number of lawsuits related to occupational lung disease, but do not believe that they are liable in respect of the claims brought, and they are defending these.

At Gold Fields’ open pit operations in Ghana, Australia and Peru, contact with silica dust is limited due to the nature of open pit mining and the low silica content of the ore bodies. In 2016, there were no new cases of silicosis and two CRTB cases at our Ghanaian operations. Despite this, regular gravimetric sampling of respirable silica dust samples are carried out and evaluated.

HIV/AIDS

HIV/AIDS management is integrated into Gold Fields’ mainstream health services and Voluntary Counselling and Testing, or VCT, takes place during regular employee health assessments. This has the added benefit of directly addressing the interaction of HIV/AIDS with related health issues such as tuberculosis, or TB, and other sexually transmitted infections, or STIs.

In South Africa an estimated 19% of adults (aged 15 to 49) live with HIV/AIDS. Gold Fields is committed to lowering the HIV/AIDS prevalence at South Deep, where the prevalence rate (by percentage of the workforce living with HIV/AIDS) was 5% in December 2016. There was an increase in the number of employees tested positive to 112 in fiscal 2016 from 69 in 2015. Since 2011, 3,440 employees have been tested of which 403 tested positive. South Deep’s integrated HIV/AIDS, STI and TB strategy directly addresses interactions between these diseases. It has four key pillars:

• Promotion: This includes regular publicity campaigns and condom distribution at all workplaces;

• Prevention: VCT is provided to all employees, contractors, their partners and family members on a confidential basis. In 2016, the mine’s VCT participation rate was around 23%;

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• Treatment: Free Highly Active Anti-retroviral Treatment, or HAART, is provided to HIV-infected employees through onsite, doctor-staffed medical clinics. In 2016, 53 employees joined the HAART program (2015: 50). This takes the total number of active participants to 332 (2015: 296), with 533 cumulatively enrolled since the HAART program began in 2004. Employees’ dependants can also receive HAART via the Company’s medical aid schemes Gold Fields does not provide treatment to employees from contracting firms, which provide their own support to their staff; and

• Support: This includes doctor-based primary healthcare, psychological counselling and social services for all employees and contractors. South Deep also supports a number of community based HIV/AIDS projects.

In Ghana, where the national HIV/AIDS rate is around 1.5%, employees and contractors have access to a confidential VCT program which employees receive free of charge. During fiscal 2016, about 45% of the Ghana operations’ workforce underwent the VCT program. Anyone testing positive is provided with free treatment in line with the government’s national HIV/AIDS treatment program. By year-end fiscal 2016 Ghana had 15 employees on HAART (fiscal 2015: 19).

Malaria

Gold Fields’ workforce in Ghana faces a high risk of exposure to malaria and the Company has a comprehensive malaria strategy in place, which incorporates education, prevention, prophylaxis and treatment. It also includes provision of mosquito repellent for workers, support for community health facilities and rapid diagnosis and treatment.

In fiscal 2016, 505 employees (fiscal 2015: 523) tested positive for malaria after 3,181 individuals (fiscal 2015: 3,104) were tested at both of our mines. None of the treated cases proved fatal. Employees and dependants who live in the mine villages have their company housing units sprayed as part of our Malaria Vector Control program. Under this programs a total of 195 company housing units at both mines were sprayed in fiscal 2016.

TRIFR, Fatalities and Fatal Injury Frequency Rate

In fiscal 2016, Gold Fields continued to focus on implementing its Group Safety Reporting Guideline, which is based on ICMM guidelines. Since fiscal 2013, Gold Fields has aligned its health and safety metrics with those of the ICMM, headed by the TRIFR. As Gold Fields’ peer companies tend to use the TRIFR metric, this alignment assists with benchmarking of Group performance against the wider sector.

The following tables set out the TRIFR data for Gold Fields’ mining operations for the periods indicated. The tables also provide the number of fatalities and fatal injury frequency rate data for Gold Fields’ South African, West African, Australian and Americas operations.

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South Africa

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West Africa

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Australia

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South America

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ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

To the knowledge of management: (1) Gold Fields is not directly or indirectly owned or controlled (a) by another corporation or (b) by any foreign government; and (2) there are no arrangements the operation of which may at a subsequent date result in a change in control of Gold Fields. To the knowledge of Gold Fields’ management, there is no controlling shareholder of Gold Fields.

As of December 31, 2016, the issued share capital of Gold Fields consisted of 820,606,945 ordinary shares.

A list of the individuals and organizations holding, to the knowledge of management, directly or indirectly, 5% or more of its issued share capital as of February 24, 2017 is set forth below.

Beneficial owner	Ordinary shares		Percentage
Allan Gray		62,532,579		7.61	%
Public Investment Corporation Limited		60,506,206		7.37	%
BlackRock Investment Management		53,582,374		6.52	%(1)
Van Eck Global		52,874,536		6.44	%

Note:

(1) On March 13, 2017, BlackRock Investment Management notified Gold Fields that its shareholding in the Company was 9.63%.

To the knowledge of management, none of the above shareholders hold voting rights which are different from those held by Gold Fields’ other shareholders.

The table below shows the significant changes in the percentage of ownership by Gold Fields’ major shareholders, to the knowledge of Gold Fields’ management, during the past three fiscal years.

	Beneficial ownership as of
	December 31, 2016		December 31, 2015		December 31, 2014
	(%)
Beneficial owner
Public Investment Corporation Limited		7.37		8.09		8.97
Allan Gray		7.02		7.93		6.21
Van Eck Global		6.02		6.62		6.32
BlackRock Investment Management		7.30		3.07		4.76

Related Party Transactions

None of the directors, officers or major shareholders of Gold Fields or, to the knowledge of Gold Fields’ management, their families, had any interest, direct or indirect, in any transaction during the last three fiscal years or in any proposed transaction which has affected or will materially affect Gold Fields or its investment interests or subsidiaries. Refer note 40 to the consolidated financial statements for related party disclosure as required by IFRS.

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ITEM 8: FINANCIAL INFORMATION

Reference is made to Item 18 for a list of all financial statements filed as part of this annual report. For information on legal proceedings, please refer to “Information on the Company—Legal Proceedings and Investigations”.

Dividends and Dividend Policy

The following table sets forth the dividends announced and paid per share in respect of Gold Fields’ ordinary shares for the periods indicated:

	Year ended
	June 30, 2010				December 31, 2010				December 31, 2011				December 31, 2012				December 31, 2013				December 31, 2014				December 31, 2015				December 31, 2016
	($)		(Rand)		($)		(Rand)		($)		(Rand)		($)		(Rand)		($)		(Rand)		($)		(Rand)		($)		(Rand)		($)		(Rand)
Prior year’s final dividend		0.10		0.80		0.10		0.70		0.10		0.70		0.30		2.30		0.08		0.75		0.02		0.22		0.02		0.20		0.01		0.21
Interim dividend		0.07		0.50		—		—		0.14		1.00		0.20		1.60		—		—		0.02		0.20		—		0.04		0.04		0.50
Total dividend		0.17		1.30		0.10		0.70		0.24		1.70		0.50		3.90		0.08		0.75		0.04		0.42		0.02		0.24		0.05		0.71

Note:

(1) A final dividend of 0.60 per share was announced on February 16, 2017 and paid on March 13, 2017.

Gold Fields’ dividend policy is to pay a dividend of between 25% and 35% of normalized earnings.

Significant Changes

Please refer to “Operating and Financial Review and Prospects—Recent Developments”.

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ITEM 9: THE OFFER AND LISTING

Listing Details

As of December 31, 2016, the principal non-United States trading market for the ordinary shares of Gold Fields is the JSE on which they trade under the symbol “GFI”. The ordinary shares of Gold Fields are also listed on the SWX Swiss Exchange. As of December 31, 2016, 13,761 record holders of Gold Fields’ ordinary shares, holding an aggregate of 190,670,781 ordinary shares (23.21%), were listed as having addresses in South Africa. As of December 31, 2016, 462 record holders of Gold Fields’ ordinary shares, holding an aggregate of 461,915,963 ordinary shares (56.23%), were listed as having addresses in the United States.

Gold Fields’ ADSs currently trade in the United States on the NYSE under the symbol “GFI”. ADRs representing the ADSs are issued by The Bank of New York Mellon, as Depositary. Each ADS represents one ordinary share. Gold Fields’ ADRs are also listed on the NASDAQ Dubai.

JSE Trading History

The tables below show the high and low closing prices in Rand and the average daily volume of trading activity on the JSE for Gold Fields’ ordinary shares for the last five fiscal years.

The following table sets out ordinary share trading information on a yearly basis for the last five fiscal years, as reported by I-Net Bridge, a South African financial information service:

Year ended	Ordinary  share price				Average daily trading volume
	High		Low
	(Rand per ordinary share)				(number of ordinary shares)
December 31, 2012		131.31		96.00		2,304,320
December 31, 2013		109.85		31.40		3,524,334
December 31, 2014		53.09		32.35		2,211,070
December 31, 2015		67.45		31.00		2,337,302
December 31, 2016		91.30		38.78		3,378,480
through April 3, 2017		49.75		38.03		3,458,524

The following table sets out ordinary share trading information on a quarterly basis for the periods indicated, as reported by I-Net Bridge:

Quarter ended	Ordinary  share price				Average daily trading volume
	High		Low
	(Rand per ordinary share)				(number of ordinary shares)
March 31, 2015		67.45		52.20		2,409,328
June 30, 2015		54.45		37.64		2,147,905
September 30, 2015		47.40		31.41		2,504,830
December 31, 2015		45.24		31.00		2,276,433
March 31, 2016		69.50		43.50		3,438,054
June 30, 2016		72.20		55.42		2,979,195
September 30, 2016		91.30		67.87		3,086,390
December 31, 2016		66.88		38.78		4,017,030
March 31, 2017		49.75		38.03		3,477,821

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The following table sets out ordinary share trading information on a monthly basis for each of the last six months, as reported by I-Net Bridge:

Month ended	Ordinary  share price				Average daily trading volume
	High		Low
	(Rand per ordinary share)				(number of ordinary shares)
October 31, 2016		66.88		56.39		3,395,978
November 30, 2016		61.34		44.95		3,415,228
December 31, 2016		44.29		38.78		5,400,310
January 31, 2017		48.56		43.98		2,583,874
February 28, 2017		50.04		40.25		3,894,261
March 31, 2017		46.77		38.03		3,952,568

On April 3, 2017, the closing price of the ordinary shares on the JSE was R47.95.

New York Stock Exchange Trading History

The tables below show the high and low closing prices in U.S. dollars and the average daily volume of trading activity on the NYSE for the last five fiscal years.

The following table sets out ADS trading information on a yearly basis for the last five fiscal years, as reported by Bloomberg:

Year ended	ADS price				Average daily trading volume
	High		Low
	($ per ADS)				(number of ADSs)
December 31, 2012		16.92		11.32		3,994,433
December 31, 2013		12.49		3.02		5,566,292
December 31, 2014		4.84		3.00		4,970,039
December 31, 2015		5.97		2.08		5,214,476
December 31, 2016		6.45		2.64		6,421,988
through April 3, 2017		3.67		2.95		7,221,965

The following table sets out ADS trading information on a quarterly basis for the periods indicated, as reported by Bloomberg:

Quarter ended	ADS price				Average daily trading volume
	High		Low
	($ per ADS)				(number of ADSs)
March 31, 2015		5.97		3.66		5,642,608
June 30, 2015		4.62		3.07		4,109,483
September 30, 2015		3.55		2.42		5,520,601
December 31, 2015		3.08		2.08		5,588,013
March 31, 2016		4.56		2.86		7,257,014
June 30, 2016		4.91		3.50		5,542,144
September 30, 2016		6.45		4.75		5,548,086
December 31, 2016		4.80		2.64		6,379,179
March 31, 2017		3.67		2.95		7,263,275

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The following table sets out ADS trading information on a monthly basis for each of the last six months, as reported by Bloomberg:

Month ended	ADS price				Average daily trading volume
	High		Low
	($ per ADS)				(number of ADSs)
October 31, 2016		4.80		4.01		5,214,481
November 30, 2016		4.33		3.05		6,626,845
December 31, 2016		3.19		2.64		7,296,212
January 31, 2017		3.61		3.20		6,939,995
February 28, 2017		3.67		2.97		8,068,630
March 31, 2017		3.64		2.95		6,879,094

On April 3, 2017, the closing price of Gold Fields’ ADSs quoted on the NYSE was U.S.$3.62.

JSE Limited

The JSE was formed in 1887. The JSE provides facilities for the buying and selling of a wide range of securities, including equity and corporate debt securities and warrants in respect of securities, as well as Krugerrands.

The JSE is a self-regulating organization operating under the ultimate supervision of the Ministry of Finance, through the Financial Services Board and its representative, the Registrar of Stock Exchanges. Following the introduction of the Stock Exchanges Control Amendment Act No. 54 of 1995, or the Stock Exchange Act, which provides the statutory framework for the deregulation of the JSE, the JSE’s rules were amended with effect from November 8, 1995. These amendments removed the restrictions on corporate membership and allowed stockbrokers to form limited liability corporate entities. Members were, for the first time, also required to keep client funds in trust accounts separate from members’ own funds. Further rules to complete the deregulation of the JSE, as envisaged by the Stock Exchange Act, were promulgated during 1996 to permit members of the JSE to trade either as agents or as principals in any transaction in equities and to allow members to negotiate freely the brokerage commissions payable on agency transactions in equities. With effect from 1996, screen trading commenced on the JSE. The Securities Services Act No. 36 of 2004 came into effect on January 18, 2005. This act consolidates and amends the laws relating to the regulation and control of exchanges and securities trading, the regulation and control of central securities depositories and the custody and administration of securities and the prohibition of insider trading.

The actual float available for public trading is significantly smaller than the aggregate market capitalization because of the large number of long-term holdings by listed holding companies in listed subsidiaries and associates, the existence of listed pyramid companies and cross-holdings between listed companies.

South Africa was included in the Morgan Stanley Capital International Emerging Markets Free Index and the International Finance Corporation Investable Index in March and April 1995, respectively. South Africa has a significant representation in these emerging market indices.

The JSE has established a project named Share Transactions Totally Electronic, or STRATE, which has involved the dematerialization of share certificates in a central securities depositary and the introduction of contractual, rolling, electronic settlement in order to increase the speed, certainty and efficiency of settlement and to fall into line with international practice. Gold Fields joined STRATE on October 1, 2001. Investors are given the choice of either holding their securities in dematerialized form in the central securities depositary or retaining their share certificates. Shareholders who elect to retain their share certificates are not able to trade their shares on the JSE, although they may trade their shares off-market. Settlement of dematerialized shares traded electronically on the JSE is made three days after each trade (T+3).

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ITEM 10: ADDITIONAL INFORMATION

General

Gold Fields is a public company registered in South Africa under the Companies Act, which limits the liability of its shareholders, and is governed by its memorandum of incorporation, the Companies Act and the JSE Listings Requirements. Gold Fields’ registration number is 1968/004880/06.

On April 8, 2009, South Africa passed the Companies Act, which came into force on May 1, 2011. At the annual general meeting held on May 14, 2012, Gold Fields adopted a new memorandum of incorporation, or the Gold Fields MOI, to replace its memorandum of association and articles of association adopted under the previous Companies Act, or the Companies Act 61 of 1973. Gold Fields amended the Gold Fields MOI at its annual general meeting on May 9, 2013. The amended Gold Fields MOI conforms to the requirements of the Companies Act and the amended JSE Listings Requirements.

Clause 4 of the Gold Fields MOI provides that Gold Fields has the powers and capacity of a natural person and is not subject to any special conditions.

Dividends and Payments to Shareholders

Gold Fields may make distributions (including the payment of dividends) from time to time in accordance with provisions of the Companies Act, the JSE Listings Requirements and the Gold Fields MOI. In terms of the Companies Act, a company may only make a distribution (including the payment of any dividend) if:

• it reasonably appears that the company will satisfy the solvency and liquidity test immediately after completing the proposed distribution;

• the board of the company, by resolution, has acknowledged that it has applied the solvency and liquidity test and reasonably concluded that the company will satisfy the solvency and liquidity test immediately after completing the proposed distribution.

In terms of the Companies Act, a company satisfies the solvency and liquidity test at a particular time if, considering all reasonably foreseeable financial circumstances of the company at that time:

• the assets of the company, fairly valued, equal or exceed the liabilities of the company, as fairly valued; and

• it appears that the company will be able to pay its debts as they become due in the ordinary course of business for a period of:

• 12 months after the date on which the test is considered; or

• in the case of a distribution (including the payment of dividends), 12 months following that distribution.

Subject to the above requirements, the directors of Gold Fields may from time to time declare a dividend or any other distribution to shareholders in proportion to the number of shares held by them.

The Company must hold all monies due to the shareholders in trust indefinitely, subject to the laws of prescription. The Company shall be entitled at any time to delegate its obligations in respect of unclaimed dividends, or other unclaimed distributions, to any one of the Company’s bankers.

Voting Rights

Every shareholder of Gold Fields, or representative of a shareholder, who is present at a shareholders meeting has one vote on a show of hands, irrespective of the number of shares he or she holds or represents,

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provided that a representative of a shareholder shall, irrespective of the number of shareholders he or she represents, have only one vote. At a shareholders meeting, a resolution put to the vote shall be decided on a show of hands, unless a poll is demanded by not less than five persons having the right to vote on that matter, a person or persons entitled to exercise not less than one tenth of the total voting rights entitled to vote on that matter or the chairperson. Every Gold Fields shareholder is, on a poll, entitled to one vote per ordinary share held. Neither the Companies Act nor the Gold Fields MOI provide for cumulative voting.

A shareholder entitled to attend and vote at a shareholders meeting shall be entitled to appoint a proxy to attend, participate in, speak and vote at such shareholders meeting in the place of such shareholder. The proxy need not be a shareholder. However, the proxy may not delegate the authority granted to him or her as a proxy.

Issue of Additional Shares

In accordance with the provisions of the JSE Listings Requirements and the Gold Fields MOI, the Board shall not have the power to issue authorized shares other than:

• the issue of capitalization shares or the offer of a cash payment in lieu of awarding capitalization shares;

• issues in respect of a rights offer; and

• issues which do not require the approval of shareholders in terms of the Companies Act or the JSE Listings Requirements

without shareholder approval.

In accordance with the provisions of the Companies Act:

• an issue of shares must be approved by a special resolution of the shareholders of a company if the shares are issued to a director or officer of the company or any other person related or inter-related to the company, save for certain exceptions, including an issue pursuant to an employee share scheme; and

• an issue of shares in a transaction requires approval of the shareholders by special resolution if the voting power of the shares that are issued as a result of the transaction will be equal to or exceed 30% of the voting power of all the shares held by shareholders immediately before the transaction.

Issues for Cash

In accordance with the provisions of the JSE Listings Requirements and the Gold Fields MOI, shareholders may either convey a:

• special authority to issue shares for cash on terms that are specifically approved by shareholders in a shareholders meeting in respect of a particular issue, or a Specific Issue for Cash; or

• general authority to issue shares for cash on terms generally approved by shareholders in a shareholders meeting by granting the Board the authority to issue a specified number of securities for cash, which authority will be valid until the next annual general meeting or for fifteen months from the date on which the resolution was passed, whichever period is shorter, or a General Issue for Cash.

In terms of the JSE Listings Requirements, a company may only undertake:

• a Specific Issue for Cash or a General Issue for Cash on the basis that a 75% majority of votes cast by shareholders at a shareholders meeting must approve the granting of such authority to the directors;

• a General Issue for Cash is subject to satisfactory compliance with certain requirements, including:

• the shares that are the subject of a General Issue for Cash may not exceed 15% of the company’s listed shares; and

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• the maximum discount at which shares may be issued is 10% of the weighted average traded price of such shares measured over the 30 business days prior to the date that the price of the issue is agreed between the company and the party subscribing for the shares.

Pre-emptive Rights

The Companies Act, the JSE Listings Requirements and the Gold Fields MOI require that any new issue of shares by Gold Fields must first be offered to existing shareholders in proportion to their shareholding in the Company, unless, among other things, the issuance to new shareholders is:

• the necessary shareholder approvals have been obtained;

• a capitalization issue, an issue for an acquisition of assets (including another company) or an amalgamation or merger is to be undertaken; or

• the shares are to be issued in terms of option or conversion rights.

Transfer of Shares

The transfer of any Gold Fields certificated shares will be implemented in accordance with the provisions of the Companies Act, using the then common form of transfer. Dematerialized shares, which have been traded on the JSE, are transferred on the STRATE system and delivered five business days after each trade. The transferor of any share is deemed to remain the holder of that share until the name of the transferee is entered in Gold Fields’ register for that share. Since Gold Fields shares are traded through STRATE, only shares that have been dematerialized may be traded on the JSE. Accordingly, Gold Fields shareholders who hold shares in certificated form will need to dematerialize their shares in order to trade on the JSE.

Disclosure of Beneficial Interest in Shares

The Companies Act requires a registered holder of Gold Fields shares who is not the beneficial owner of such shares to disclose to Gold Fields, within five business days of the end of every month during which a change has occurred in the beneficial ownership, the identity of the beneficial owner and the number and class of securities held on behalf of the beneficial owner. Moreover, Gold Fields may, by notice in writing, require a person who is a registered shareholder, or whom Gold Fields knows or has reasonable cause to believe has a beneficial interest in Gold Fields ordinary shares, to confirm or deny whether or not such person holds the ordinary shares or beneficial interest and, if the ordinary shares are held for another person, to disclose to Gold Fields the identity of the person on whose behalf the ordinary shares are held. Gold Fields may also require the person to give particulars of the extent of the beneficial interest held during the three years preceding the date of the notice. Gold Fields is obligated to establish and maintain a register of the disclosures described above and to publish in its annual financial statements a list of the persons who hold a beneficial interest equal to or in excess of 5% of the total number of ordinary shares issued by Gold Fields, together with the extent of those beneficial interests.

General Meetings of Shareholders

The shareholders and/or directors may convene Gold Fields shareholders meetings in accordance with the requirements of the Companies Act and the Gold Fields MOI. Gold Fields is obligated to hold an annual general meeting for each fiscal year prior to 15 months after the date of the last annual general meeting.

Shareholders meetings, including annual general meetings, require at least 15 business days’ notice in writing of the place, day and time of the meeting to shareholders.

Business may be transacted at any shareholders meeting only while a quorum of shareholders is present. The quorum for the commencement of a shareholders meeting shall be sufficient persons present to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised, but the shareholders meeting may not begin unless, in addition, at least three shareholders entitled to vote are present at the meeting.

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The annual general meeting deals with and disposes of all matters prescribed by the Gold Fields MOI and the Companies Act, including:

• the presentation of the directors’ report, the audited financial statements for the immediately preceding financial year and the audit committee report;

• the election of directors; and

• the appointment of an auditor and an audit committee.

Accounting Records and Financial Statements

Gold Fields is required to keep the accounting records and books of accounts as are necessary to present the state of affairs of the Company and to explain the financial position of the company as prescribed by the Companies Act.

The directors shall from time to time determine at what times and places and under what conditions, subject to the requirements of the Companies Act, shareholders are entitled to inspect and take copies of certain documents, including the Gold Fields MOI, accounting records required to be maintained by the Company and annual financial statements. Apart from the shareholders, no other person shall be entitled to inspect any of the documents of the Company (other than the share register) unless expressly authorized by the directors or in accordance with the Promotion of Access to Information Act, No 2 of 2000, as amended.

The directors of Gold Fields will cause to be prepared annual financial statements and an annual report as required by the Companies Act and the JSE Listings Requirements. Gold Fields will send by mail to the registered address of every shareholder a copy of the annual report and annual financial statements. Not later than three months after the first six months of its financial year, Gold Fields will mail to every shareholder an interim report for the previous six month period.

Amendments to Gold Fields’ Memorandum of Incorporation

The Gold Fields shareholders may, by the passing of a special resolution in accordance with the provisions of the Companies Act and the Gold Fields MOI, amend the Gold Fields MOI, including:

• the creation of any class of shares;

• the variation of any preferences, rights, limitations and other terms attaching to any class of shares;

• the conversion of one class of shares into one or more other classes;

• an increase in Gold Fields’ authorized share capital;

• a consolidation of Gold Fields’ equity securities;

• a sub-division of Gold Fields’ equity securities; and/or

• the change of Gold Fields’ name.

Variation of Rights

All or any of the rights, privileges or conditions attached to Gold Fields’ ordinary shares may be varied by a special resolution of Gold Fields passed in accordance with the provisions of the Companies Act and the Gold Fields MOI.

Distribution of Assets on Liquidation

In the event of a voluntary or compulsory liquidation, dissolution or winding-up, the assets remaining after payment of all the debts and liabilities of Gold Fields, including the costs of liquidation, shall be dealt with by a

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liquidator who may, with the sanction of a special resolution, among other things, divide among the shareholders any part of the assets of Gold Fields, and may vest any part of the assets of Gold Fields as the liquidator deems fit in trust for the benefit of shareholders. The division of assets is not required to be done in accordance with the legal rights of shareholders of Gold Fields. In particular, any class may be given preferential or special rights or may be partly or fully excluded.

Employee Share Scheme

The Companies Act permits the establishment of employee share schemes, whether by means of a trust or otherwise, for the purpose of offering participation therein solely to employees, including salaried directors, officers and other persons closely involved in the business of the company or a subsidiary of the company, either by means of the issue of shares in the company or by the grant of options for shares in the company.

Purchase of Shares

Gold Fields or any subsidiary of Gold Fields may, if authorized by special resolution by way of a general approval, acquire ordinary shares in the capital of Gold Fields in accordance with the Companies Act and the JSE Listings Requirements, provided among other things that:

• the number of its own ordinary shares acquired by Gold Fields in any one financial year shall not exceed 20% of the ordinary shares in issue at the date on which this resolution is passed;

• this authority shall lapse on the earlier of the date of the next annual general meeting or the date 15 months after the date on which the special resolution is passed;

• the Board has resolved to authorize the acquisition and that Gold Fields and its subsidiaries, or the Group, will satisfy the solvency and liquidity test immediately after the acquisition and that since the test was done there have been no material changes to the financial position of the Group;

• the price paid per ordinary share may not be greater than 10% above the weighted average of the market value of the ordinary shares for the five business days immediately preceding the date on which an acquisition is made;

• the number of shares acquired by subsidiaries of Gold Fields shall not exceed 10% in the aggregate of the number of issued shares in Gold Fields.

Borrowing Powers

In terms of the provisions of Section 19(1) of the Companies Act, read together with Clause 4 of the Gold Fields MOI, the borrowing powers of the Company are unlimited.

Non-South African Shareholders

There are no limitations imposed by South African law or by the Memorandum of Incorporation of Gold Fields on the rights of non-South African shareholders to hold or vote Gold Fields’ ordinary shares.

Rights of Minority Shareholders and Directors’ Duties

The Companies Act provides instances in which a minority shareholder may seek relief from the courts if he, she or it has been unfairly prejudiced by the company.

In South Africa, a director of a company, when acting in that capacity, must exercise the powers and perform the functions of a director:

• in good faith and for a proper purpose;

• in the best interests of the company; and

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• with the degree of care, skill and diligence that may reasonably be expected of a person:

• carrying out the same functions in relation to the company as those carried out by that director; and

• having the general knowledge, skill and experience of that director.

Material Contracts

Additional Black Economic Empowerment Transactions

On August 5, 2010, Gold Fields announced a series of empowerment transactions to meet its 2014 Black Economic Empowerment equity ownership requirements. On November 2, 2010, the shareholders of Gold Fields approved these transactions at the General Meeting which included the establishment of an ESOP, the issue of approximately 600,000 Gold Fields shares to a BBBEE consortium, or BEECO, and BEECO’s subscription for a 10% holding in South Deep with a phase in participation over 20 years. On November 19, 2010, Gold Fields issued 13,525,394 shares to the ESOP, housed and administered by the Gold Fields Thusano Share Trust, thereby commencing the implementation of the ESOP transaction. The remaining empowerment transactions have been completed.

U.S.$70 million Ghana Credit Facility

Gold Fields Ghana and Abosso entered into a senior secured revolving credit facility agreement dated December 22, 2010, as amended and restated on May 6, 2014, pursuant to which The Standard Bank of South Africa Limited, or Standard Bank, agreed to make available to Gold Fields Ghana and Abosso, or the Ghana Borrowers, a senior secured revolving credit facility in a maximum aggregate principal amount of US$70,000,000, or the Original Ghana Facility.

With effect from October 28, 2016, the Original Ghana Facility was again amended and restated, or the U.S.$70 million Ghana Credit Facility. Under the facility each Ghana Borrower must apply all amounts borrowed by it under the facility towards general corporate purposes, working capital purposes and/or capital expenditure purposes, including the purchase of a yellow metal fleet.

Borrowings under this facility are guaranteed by the Ghana Borrowers. Borrowings under this facility are also secured by the registration of security over certain fleet vehicles owned by Gold Fields Ghana, or the Secured Assets. In addition, the lenders are noted as first loss payees under the insurance contracts in respect of the Secured Assets and are assigned the rights under the maintenance contracts between certain suppliers of the Secured Assets. This facility is non-recourse to the rest of the Gold Fields group.

The facility bears interest at LIBOR plus a margin of 2.40% per annum. The Ghana Borrowers are required to pay a quarterly commitment fee of 1.00% per annum.

The final maturity date of the U.S.$70 million Ghana Credit Facility is May 6, 2017. The Ghana Borrowers intend to refinance the U.S.$70 million Ghana Credit Facility prior to the final maturity date.

The outstanding borrowings under this facility on December 31, 2016 and December 31, 2015 were U.S.$45.0 million and U.S.$45.0 million, respectively.

U.S.$200 million La Cima Credit Facility

On December 16, 2014, La Cima, entered into a revolving senior secured credit facility for up to U.S.$200 million, or the U.S.$200 million La Cima Credit Facility. Under this facility, the borrower must apply all amounts borrowed by it under the facility to refinance a then existing U.S.$200 million non-revolving senior secured term loan, to finance its working capital requirements and for general corporate purposes. The final maturity date of this facility is three years from the agreement date. On the agreement date, the total commitments under this facility amounted to U.S.$75.0 million. On January 19, 2015, total commitments were increased by U.S.$75.0 million to U.S.$150.0 million.

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The loan bears interest at LIBOR plus a margin of 1.625% per annum. Where the utilization under this facility is less than or equal to U.S.$66,666,666, a utilization fee of 0.075% per annum will be payable on the amount of utilizations. Where the utilization under this facility is greater than U.S.$66,666,666 and less than or equal to U.S.$133,333,333, a utilization fee of 0.15% per annum will be payable on the amount of utilizations. Where the utilization under this facility is greater than U.S.$133,333,333, a utilization fee of 0.25% per annum will be payable on the amount of utilizations. Such utilization fee is payable quarterly in arrears.

The borrower is required to pay a quarterly commitment fee of 0.65% per annum on the undrawn amount.

Borrowings under the U.S.$200 million La Cima Credit Facility are secured by first-ranking assignments of all rights, title and interest in all of La Cima’s concentrate sale agreements. In addition, the offshore and onshore collection accounts of La Cima are subject to an account control agreement and a first-ranking charge in favor of the lenders. This facility is non-recourse to the rest of the Gold Fields Group.

The outstanding balance under U.S.$200 million La Cima Credit Facility at December 31, 2016 was U.S.$82.0 million, compared to U.S.$42.0 million on December 31, 2015.

At December 31, 2015, La Cima did not meet certain covenants specified in the revolving senior secured credit facility agreement. The lenders subsequently waived their rights and entitlements arising from the failure of La Cima to meet the specific covenants.

R1.0 billion Rand Revolving Credit Facilities

In 2013, GFO and GFIJVH entered into two revolving credit facilities with Standard Bank and RMB, respectively. The purpose of these facilities is to fund capital expenditure and general corporate and working capital requirements of the Gold Fields group.

The salient terms of these facilities could be summarized as follows:

• a R500.0 million (U.S.$33.1 million) revolving credit facility entered into by the borrowers and Standard Bank on December 20, 2013, bearing interest at JIBAR plus a margin of 2.75% per annum, with a semi-annual commitment fee of 1.05% per annum on the undrawn and uncanceled amounts of the facility, or the Standard Bank RCF; and

• a R500.0 million (U.S.$33.1 million) revolving credit facility entered into by the borrowers and RMB on June 19, 2013, bearing interest at JIBAR plus a margin of 2.50% per annum, with a semi-annual commitment fee of 1% per annum on the undrawn and uncanceled amounts of the facility, or the RMB RCF.

Borrowings under these facilities were guaranteed by Gold Fields, GFO, GFIJVH, Orogen, and Gold Fields Holdings Company (BVI) Limited, or GF Holdings.

The RMB RCF and the Standard Bank RCF matured on June 19, 2016 and December 20, 2016 respectively.

U.S.$1 billion Notes Issue

On September 30, 2010, Orogen announced the issue of U.S.$1,000,000,000 4.875% guaranteed notes due October 7, 2020, issued October 7, 2010. Gold Fields, GFO, GF Holdings and Sibanye Gold, or the Guarantors, on a joint and several basis, unconditionally and irrevocably guaranteed the payment of all amounts due in respect of the U.S.$1 billion Notes. The U.S.$1 billion Notes and guarantees constitute direct, unsubordinated and unsecured obligations of Orogen and the Guarantors, respectively, and rank equally in right of payment among themselves and with all other existing and future unsubordinated and unsecured obligations of Orogen and the Guarantors, respectively. With effect from April 24, 2015, the noteholders released Sibanye Gold as a Guarantor pursuant to a consent solicitation process.

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Gold Fields used the net proceeds of the offering of the U.S.$1 billion Notes to repay certain existing indebtedness of the Group and for general corporate purposes.

On February 19, 2016, GFA, a wholly-owned subsidiary of Gold Fields, announced an offer to purchase U.S.$200.0 million of the U.S.$1 billion Notes at discounts of 17% to the original value. Gold Fields accepted for purchase an aggregate principal amount of the U.S.$1 billion Notes equal to U.S.$147.6 million at a purchase price of U.S.$880 per U.S.$1,000 in principal amount of the U.S.$1 billion Notes. Gold Fields intends to hold the U.S.$1 billion Notes acquired until their maturity date on October 7, 2020. The outstanding balance under this facility on December 31, 2016 was U.S.$846.4 million.

U.S.$1,510 million Term Loan and Revolving Credit Facility

Orogen, GFO and GFIJVH entered into a term loan and revolving credit facility agreement dated November 28, 2012, as amended and restated on January 30, 2013 and as further amended and restated on July 22, 2013, or the Original U.S.$ Facility. Pursuant to the Original U.S.$ Facility a syndicated bank group, agreed to make available to the borrowers certain credit facilities in the aggregate amount of U.S.$1.44 billion.

On June 18, 2014, the Original U.S.$ Facility was again amended and restated, or the U.S.$1,510 million Term Loan and Revolving Credit Facility. Under this facility, the lenders have made a US$120 million term loan (Facility A) and two revolving credit facilities of US$720 million (Facility B) and US$670 million (Facility C) each available to the borrowers.

The outstanding balance under the U.S.$1,510 million Term Loan and Revolving Credit Facility at December 31, 2015 was U.S.$724.0 million.

Borrowings under the U.S.$1,510 million Term Loan and Revolving Credit Facility were guaranteed by Gold Fields, GF Holdings, Orogen, GFO and GFIJVH.

On June 13, 2016, the outstanding balance of U.S.$630.0 million under the U.S.$1,510 million Term Loan and Revolving Credit Facility was refinanced by the US$1,290,000,000 Credit Facilities Agreement, as detailed below. The U.S.$1,510 million Term Loan and Revolving Credit Facility was also canceled on June 13, 2016.

R1,500 million Nedbank Revolving Credit Facility

On March 1, 2013, Nedbank, GFIJVH and GFO entered into a R1,500 million Revolving Credit Facility. The purpose of the facility is to fund capital expenditure and general corporate and working capital requirements of the Gold Fields group. The tenor of the facility is five years. The final maturity date of this facility is March 7, 2018.

The facility bears interest at JIBAR plus a margin of 2.50% per annum. The borrowers are required to pay a commitment fee of 0.85% per annum every six months.

Borrowings under the facility are guaranteed by Gold Fields, GFO, GFH, Orogen and GFIJVH.

The outstanding borrowings under this facility at December 31, 2016 and December 31, 2015 were nil and nil, respectively.

U.S.$1,290 million Credit Facilities Agreement

On June 6, 2016, The Bank of Tokyo-Mitsubishi UFJ, Ltd., GFIJVH, GFO, Orogen, Gold Fields Ghana Holdings (BVI) Limited, or GF Ghana, and certain wholly owned subsidiaries of Gold Fields entered into a U.S.$1,290 million Credit Facilities Agreement, or the U.S.$1,290 million Credit Facilities Agreement. The U.S.$1,290 million Credit Facilities Agreement comprises of a:

• U.S.$380 million Term Loan (Facility A) maturing June 2019;

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• U.S.$360 million RCF (Facility B) maturing June 2019; and

• U.S.$550 million RCF (Facility C) maturing June 2021;

The facility bears interest at LIBOR plus a margin as follows:

• the margin in relation to each Facility A Loan is 2.50 per cent. per annum;

• the margin in relation to each Facility B Loan is 2.20 per cent. per annum; and

• the margin in relation to each Facility C Loan is 2.45 per cent. per annum;

based on the current long-term credit rating of Gold Fields. The margin shall be adjusted to the following percentages dependent on the long-term credit rating assigned from to time to Gold Fields by either Moody’s or Standard & Poor’s:

Rating (Standard & Poor’s)	Rating (Moody’s)	Facility A Margin p.a.	Facility B Margin p.a.	Facility C Margin p.a.
BBB	Baa2	1.75%	1.45%	1.70%
BBB-	Baa3	2.00%	1.70%	1.95%
BB+	Ba1	2.50%	2.20%	2.45%
BB	Ba2	3.00%	2.70%	2.95%
BB-	Ba3	3.50%	3.20%	3.45%

The borrowers are required to pay a quarterly commitment fee of 35% of the applicable margin per annum on the undrawn and uncanceled amounts of the facilities.

The borrowers must apply all amounts borrowed by them under the U.S.$1,290 million Credit Facilities Agreement towards, firstly, (i) repayment of the U.S.$1,510 million Term Loan and Revolving Credit Facility and thereafter (ii) their general corporate and working capital purposes.

Borrowings under the U.S.$1,290 million Credit Facilities Agreement are guaranteed by Gold Fields, Orogen, GF Holdings, GF Ghana, Gruyere Holdings Pty Ltd, or Gruyere Holdings, GFO and GFIJVH.

The outstanding borrowings under U.S.$1,290 million Credit Facilities Agreement at December 31, 2016 was U.S.$658.5 million.

R500 million ABSA Bank Revolving Credit Facility

Effective March 31, 2017, ABSA Bank Limited, GFIJVH, GFO and certain wholly owned subsidiaries of Gold Fields entered into a R500 million Revolving Credit Facility. The purpose of the facility is to fund capital expenditure and general corporate and working capital requirements of the Gold Fields group. The tenor of the facility is six years. The final maturity date of this facility is March 31, 2020.

The facility bears interest at JIBAR plus a margin of 2.55% per annum based on the current long-term credit rating of Gold Fields.

The margin shall be adjusted to the following percentages dependent on the long-term credit rating assigned from to time to Gold Fields by either Moody’s or Standard & Poor’s:

Rating	Margin
	(%)
BBB-/Baa3		2.05
BB+/Ba1		2.55
BB/Ba2		3.05

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The borrowers are required to pay a commitment fee of 35% of the applicable margin per annum on the undrawn portion of the facility every six months.

Borrowings under the facility are guaranteed by Gold Fields, Orogen, GF Holdings, GF Ghana, Gruyere Holdings, GFO and GFIJVH.

R500 million Standard Bank Revolving Credit Facility

Effective March 31, 2017, Standard Bank, GFIJVH, GFO and certain wholly owned subsidiaries of Gold Fields entered into a R500 million Revolving Credit Facility. The purpose of the facility is to fund capital expenditure and general corporate and working capital requirements of the Gold Fields group. The tenor of the facility is six years. The final maturity date of this facility is March 31, 2020.

The facility bears interest at JIBAR plus a margin of 2.75% per annum.

The borrowers are required to pay a commitment fee of 1.05% per annum on the undrawn portion of the facility every six months.

Borrowings under the facility are guaranteed by Gold Fields, Orogen, GF Holdings, GF Ghana, Gruyere Holdings, GFO and GFIJVH.

Other Short-Term Credit Facilities

The Group utilized uncommitted loan facilities from some of the major banks to fund the capital expenditure and working capital requirements of the South African operations.

These facilities have no fixed terms, are short-term in nature and interest rates are market related. Borrowings under these facilities are guaranteed by Gold Fields.

The outstanding borrowings of Gold Fields under these facilities at December 31, 2016 were U.S.$61.0 million, compared to U.S.$16.7 million on December 31, 2015.

Management and Other Compensatory Plans and Arrangements

See “Directors, Senior Management and Employees—Long-term Cash Incentive Plan”, “Directors, Senior Management and Employees—The Gold Fields Limited 2005 Share Plan”, “Directors, Senior Management and Employees—Introduction of a MSR for members of the Group Executive Committee”, “Directors, Senior Management and Employees—The Revised Gold Fields Limited 2012 Share Plan”, “Directors, Senior Management and Employees—Vesting of the 2013 Performance Share Award” and “Directors, Senior Management and Employees—Executive Directors’ Terms of Employment”.

Gruyere Sale Agreement

On November 7, 2016, Gold Fields entered into a sale agreement with Gold Road Resources Limited for the acquisition of a 50% interest in the Gruyere Gold Project in Western Australia, or the Gruyere Sale Agreement. The acquisition of the Gruyere Gold Project asset by Gold Fields was completed on December 13, 2016, for total consideration comprising A$350 million in cash and a royalty. In terms of the cash consideration, A$250 million will be paid to Gold Road at completion and A$100 million is payable towards Gold Road’s share of the Gruyere development and construction costs under an agreed joint venture construction cash call schedule. The royalty under the Gruyere Sale Agreement is 1.5% net smelter return royalty on Gold Fields’ share of production after the total mine production at Gruyere exceeds 2Moz.

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Gruyere Gold Project Joint Venture Agreement dated December 6, 2016, between Gruyere Mining Company Pty Ltd, Gold Road Resources Limited and others

Following completion of the acquisition under the Gruyere Sale Agreement, Gold Fields and Gold Road formed an unincorporated joint venture in respect of the development, construction and operation of the Gruyere Gold Project under a joint venture agreement dated December 6, 2016. The joint venture is initially on a 50:50 basis and provides that each party is responsible for its pro rata share of project expenditure. Gold Fields took over management of the project from Gold Road on February 1, 2017.

Deposit Agreement

Gold Fields has an American Depositary Receipt facility. In connection with this facility, Gold Fields is party to a Deposit Agreement, dated as of February 2, 1998, as amended and restated as of May 21, 2002 among Gold Fields, The Bank of New York (now known as The Bank of New York Mellon, or BNYM), as Depositary, and all owners and holders from time to time of American Depositary Receipts issued thereunder.

This summary is subject to and qualified in its entirety by reference to the Deposit Agreement, including the form of ADRs attached thereto. Terms used in this section and not otherwise defined will have the meanings set forth in the Deposit Agreement. Copies of the Deposit Agreement are available for inspection at the Corporate Trust Office of the Depositary, located at 101 Barclay Street, New York, New York 10286. The Depositary’s principal executive office is located at One Wall Street, New York, New York 10286.

American Depositary Receipts

Each Gold Fields ADS represents ownership interests in one Gold Fields ordinary share and the rights attributable to one Gold Fields ordinary share that Gold Fields will deposit with one of the custodians, which currently are Standard Bank of South Africa, First National Bank of South Africa and Société Générale. Each Gold Fields ADR also represents securities, cash or other property deposited with BNYM but not distributed to holders of Gold Fields ADRs.

As BNYM will actually be the holder of the underlying ordinary shares, Gold Fields will not treat you as one of its shareholders. As a holder of ADSs, you will have ADR holder rights. A Deposit Agreement among Gold Fields, BNYM and you, as a Gold Fields ADR holder, sets out the ADR holders’ rights and obligations of BNYM, as depositary. New York state law governs the Deposit Agreement and the ADRs evidencing the Gold Fields ADSs.

You may hold ADRs either directly or indirectly through your broker or financial institution. If you hold ADRs directly, you are an ADR holder. This description assumes you hold your ADRs directly. If you hold the ADRs indirectly, you must rely on the procedures of your broker or financial institution to assert the rights of ADR holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

Share Dividends and Other Distributions

How will you receive dividends and other distributions on the ordinary shares?

BNYM will pay to you the cash dividends or other distributions it or the custodian receives on the ordinary shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your Gold Fields ADSs represent.

Cash

BNYM will convert any cash dividend or distribution Gold Fields pays on the ordinary shares, other than any dividend or distribution paid in U.S. dollars, into U.S. dollars. If that is not possible on a reasonable basis, or

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if any approval from any government is needed and cannot be obtained, the Deposit Agreement allows BNYM to distribute the foreign currency only to those ADS holders to whom it is possible to do so or to hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

Before making a distribution, BNYM will deduct any withholding taxes that must be paid under applicable laws. It will distribute only whole U.S. dollars and U.S. cents and will round any fractional amounts to the nearest whole cent. If the exchange rates fluctuate during a time when BNYM cannot convert the foreign currency, you may lose some or all of the value of the distribution.

Ordinary shares

BNYM will distribute new ADRs representing any ordinary shares Gold Fields distributes as a dividend or free distribution, if Gold Fields requests that BNYM make this distribution and if Gold Fields furnishes BNYM promptly with satisfactory evidence that it is legal to do so. BNYM will only distribute whole ADRs. It will sell ordinary shares, which would require it to issue a fractional ADS and distribute the net proceeds to the holders entitled to those ordinary shares. If BNYM does not distribute additional cash or ADSs, each ADS will also represent the new ordinary shares.

Right to purchase additional ordinary shares

If Gold Fields offers holders of securities any rights, including rights to subscribe for additional ordinary shares, BNYM may take actions necessary to make these rights available to you. Gold Fields must first instruct BNYM to do so and furnish it with satisfactory evidence that it is legal to do so. If Gold Fields does not furnish this evidence and/or give these instructions, and BNYM determines that it is practical to sell the rights, BNYM may sell the rights and allocate the net proceeds to holders’ accounts. BNYM may allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

If BNYM makes rights available to you, upon instruction from you it will exercise the rights and purchase the ordinary shares on your behalf. BNYM will then deposit the ordinary shares and deliver ADSs to you. It will only exercise rights if you pay BNYM the exercise price and any charges the rights require you to pay. U.S. securities laws may restrict the sale, deposit, cancellation and transfer of the ADSs issued after exercise of rights. In this case, BNYM may deliver the ADSs under a separate restricted deposit agreement, which will contain the same provisions as the Deposit Agreement, except for changes needed to put the restrictions in place. BNYM will not offer you rights unless those rights and the securities to which the rights relate are either exempt from registration or have been registered under the Securities Act with respect to a distribution to you.

Other distributions

BNYM will send to you anything else Gold Fields distributes on deposited securities by any means BNYM thinks is legal, fair and practical. If it cannot make the distribution in that way, BNYM may decide to sell what Gold Fields distributed—for example by public or private sale—and distribute the net proceeds, in the same way as it does with cash, or it may decide to hold what Gold Fields distributed, in which case the ADRs will also represent the newly distributed property.

BNYM is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADR holder. Gold Fields will have no obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to ADS holders. This means that you may not receive the distribution Gold Fields makes on its ordinary shares or any value for them if it is illegal or impractical for Gold Fields to make them available to you.

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Deposit, Withdrawal and Cancellation

How does the Depositary issue ADSs?

BNYM will deliver the ADSs that you are entitled to receive in the offer against deposit of the underlying ordinary shares. BNYM will deliver additional ADSs if you or your broker deposit ordinary shares with the custodian. You must also deliver evidence satisfactory to BNYM of any necessary approvals of the governmental agency in South Africa, if any, which is responsible for regulating currency exchange at that time. If required by BNYM, you must in addition deliver an agreement transferring your rights as a shareholder to receive dividends or other property. Upon payment of its fees and of any taxes or charges, BNYM will register the appropriate number of ADSs in the names you request and will deliver the ADRs at its Corporate Trust Office to the persons you request.

How do ADS holders cancel an ADS and obtain ordinary shares?

You may submit a written request to withdraw ordinary shares and turn in your ADRs evidencing your ADSs at the Corporate Trust Office of BNYM. Upon payment of its fees and of any taxes or charges, such as stamp taxes or stock transfer taxes, BNYM will deliver the deposited securities underlying the ADSs to an account designated by you at the office of the custodian. At your request, risk and expense, BNYM may deliver at its Corporate Trust Office any dividends or distributions with respect to the deposited securities represented by the ADSs, or any proceeds from the sale of any dividends, distributions or rights, which may be held by BNYM.

Record Dates

Whenever any distribution of cash or rights, change in the number of ordinary shares represented by ADSs or notice of a meeting of holders of ordinary shares or ADSs is made, BNYM will fix a record date for the determination of the owners entitled to receive the benefits, rights or notice.

Voting of Deposited Securities

How do you vote?

If you are an ADS holder on a record date fixed by BNYM, you may exercise the voting rights of the same class of securities as the ordinary shares represented by your ADSs, but only if Gold Fields asks BNYM to ask for your instructions. Otherwise, you will not be able to exercise your right to vote unless you withdraw the ordinary shares.

However, you may not know about the meeting enough in advance to withdraw the ordinary shares. If Gold Fields asks for your instructions, BNYM will notify you of the upcoming meeting and arrange to deliver certain materials to you. The materials will (1) include all information included with the meeting notice sent by Gold Fields to BNYM, (2) explain how you may instruct BNYM to vote the ordinary shares or other deposited securities underlying your ADSs as you direct if you vote by mail or by proxy and (3) include a voting instruction card and any other information required under South African law that Gold Fields and BNYM will prepare. For instructions to be valid, BNYM must receive them on or before the date specified in the instructions. BNYM will try, to the extent practical, subject to applicable law and the provisions of the by-laws of Gold Fields, to vote or have its agents vote the underlying shares as you instruct. BNYM will only vote, or attempt to vote, as you instruct. However, if BNYM does not receive your voting instructions, it will give a proxy to vote your ordinary shares to a designated representative of Gold Fields, unless Gold Fields informs BNYM that either: (1) it does not want the proxy issued, (2) substantial opposition exists or (3) the matter materially and adversely affects the rights of holders of ordinary shares.

Gold Fields cannot assure that you will receive the voting materials in time to ensure that you can instruct BNYM to vote your ordinary shares. In addition, BNYM and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there may be nothing you can do if your ordinary shares are not voted as you requested.

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Inspection of Transfer Books

BNYM will keep books for the registration and transfer of ADRs. These books will be open at all reasonable times for inspection by you, provided that you are inspecting the books for a purpose related to Gold Fields or the Deposit Agreement or the ADRs.

Reports and Other Communications

BNYM will make available for your inspection at its Corporate Trust Office any reports or communications, including any proxy material, received from Gold Fields, as long as these materials are received by BNYM as the holder of the deposited securities and generally available to Gold Fields shareholders. At Gold Fields’ written request, BNYM will also send copies of reports, notices and communications to you.

Fees and Expenses

BNYM, as Depositary, will charge any party depositing or withdrawing ordinary shares or any party surrendering ADRs or to whom ADRs are issued:

For:	Gold Fields ADS holders must pay:
•    each issuance of a Gold Fields ADS, including as a result of a distribution of ordinary shares or rights or other property or upon exercise of a warrant to purchase an ADS	•    $5.00 or less per 100 Gold Fields ADSs or portion thereof
•    each distribution of securities distributed to holders of Gold Fields’ ordinary shares which are distributed by BNYM to Gold Fields’ ADR holders	•    any fees that would be payable if the securities had been ordinary shares and those ordinary shares had been deposited for the issuance of ADSs
•    each cancellation of a Gold Fields ADS, including if the Deposit Agreement terminates	•    $5.00 or less per 100 Gold Fields ADSs or portion thereof
•    each cash distribution pursuant to the Deposit Agreement	•    not more than $0.02 per ADS (or portion thereof)
•    annual depositary services	•    not more than $0.02 per ADS (or portion thereof) paid annually, provided that this fee will not be charged if the $0.02 fee for cash distributions described above was charged during the calendar year
•    transfer and registration of ordinary shares on the Gold Fields’ share register from your name to the name BNYM or its agent when you deposit or withdraw ordinary shares	•    registration or transfer fees
•    conversion of foreign currency to U.S. dollars	•    expenses of BNYM
•    cable, telex and facsimile transmission expenses, if expressly provided in the Deposit Agreement	•    expenses of BNYM
•    as necessary	•    certain taxes and governmental charges BNYM or the custodian has to pay on any Gold Fields ADS or ordinary share underlying a Gold Fields ADS

In fiscal 2016, BNYM paid U.S.$0.95 million to Gold Fields as reimbursement for costs incurred over the year in connection with the ADR program.

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Payment of Taxes

You will be responsible for any taxes or other governmental charges payable on your ADRs or on the deposited securities underlying your ADRs. BNYM may deduct the amount of any taxes owed from any payments to you. It may also restrict or refuse the transfer of your Gold Fields ADSs or restrict or refuse the withdrawal of your underlying deposited securities until you pay any taxes owed on your Gold Fields ADSs or underlying securities. It may also sell deposited securities to pay any taxes owed. You will remain liable if the proceeds of the sale are not enough to pay the taxes. If BNYM sells deposited securities, it will, if appropriate, reduce the number of Gold Fields ADSs held by you to reflect the sale and pay to you any proceeds, or send to you any property, remaining after it has paid the taxes.

Reclassifications, Recapitalizations and Mergers

If Gold Fields:

• changes the par value of any of the Gold Fields ordinary shares;

• reclassifies, splits or consolidates any of the Gold Fields ordinary shares;

• distributes securities on any of the Gold Fields ordinary shares that are not distributed to you; or

• recapitalizes, reorganizes, merges, consolidates, sells its assets, or takes any similar action, then:

the cash, ordinary shares or other securities received by BNYM will become new deposited securities under the Deposit Agreement, and each Gold Fields ADS will automatically represent the right to receive a proportional interest in the new deposited securities; and BNYM may and will, if Gold Fields asks it to, distribute some or all of the cash, ordinary shares or other securities it received. It may also issue new Gold Fields ADSs or ask you to surrender your outstanding Gold Fields ADSs in exchange for new Gold Fields ADSs identifying the new deposited securities.

Amendment and Termination of the Deposit Agreement

How may the Deposit Agreement be amended?

Gold Fields may agree with BNYM to amend the Deposit Agreement and the Gold Fields ADRs without your consent for any reason. If the amendment adds or increases fees or charges, except for taxes and governmental charges, or prejudices an important right of Gold Fields ADS holders, it will only become effective 30 days after BNYM notifies you of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the agreement as amended. However, no amendment will impair your right to receive the deposited securities in exchange for your Gold Fields ADSs.

How may the Deposit Agreement be terminated?

BNYM will terminate the Deposit Agreement if Gold Fields asks it to do so, in which case it must notify you at least 30 days before termination. BNYM may also terminate the agreement after notifying you if BNYM informs Gold Fields that it would like to resign and Gold Fields does not appoint a new depositary bank within 90 days.

If any Gold Fields ADSs remain outstanding after termination, BNYM will stop registering the transfer of Gold Fields ADSs, will stop distributing dividends to Gold Fields ADS holders, and will not give any further notices or do anything else under the Deposit Agreement other than:

• collect dividends and distributions on the deposited securities;

• sell rights and other property offered to holders of deposited securities; and

• deliver ordinary shares and other deposited securities upon cancellation of Gold Fields ADSs.

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At any time after one year after termination of the Deposit Agreement, BNYM may sell any remaining deposited securities by public or private sale. After that, BNYM will hold the money it received on the sale, as well as any cash it is holding under the Deposit Agreement, for the pro rata benefit of the Gold Fields ADS holders that have not surrendered their Gold Fields ADSs. It will not invest the money and has no liability for interest. BNYM’s only obligations will be to account for the money and cash. After termination, Gold Fields’ only obligations will be with respect to indemnification of, and to pay specified amounts to, BNYM.

Your Right to Receive the Ordinary Shares Underlying Your Gold Fields ADSs

You have the right to cancel your Gold Fields ADSs and withdraw the underlying ordinary shares at any time except:

• due to temporary delays caused by BNYM or Gold Fields closing its transfer books, the transfer of ordinary shares being blocked in connection with voting at a shareholders meeting, or Gold Fields paying dividends;

• when you or other ADR holders seeking to withdraw ordinary shares owe money to pay fees, taxes and similar charges; or

• when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to Gold Fields ADSs or to the withdrawal of ordinary shares or other deposited securities.

This right of withdrawal may not be limited by any provision of the Deposit Agreement.

Limitations on Obligations and Liability to Gold Fields ADS Holders

The Deposit Agreement expressly limits the obligations of Gold Fields and BNYM. It also limits the liability of Gold Fields and BNYM. Gold Fields and BNYM:

• are only obligated to take the actions specifically set forth in the Deposit Agreement without negligence or bad faith;

• are not liable if either of them is prevented or delayed by law, any provision of the Gold Fields by-laws or circumstances beyond their control from performing their obligations under the agreement;

• are not liable if either of them exercises, or fails to exercise, discretion permitted under the agreement;

• have no obligation to become involved in a lawsuit or proceeding related to the ADSs or the Deposit Agreement on your behalf or on behalf of any other party unless they are indemnified to their satisfaction; and

• may rely upon any advice of or information from any legal counsel, accountants, any person depositing ordinary shares, any Gold Fields ADS holder or any other person whom they believe in good faith is competent to give them that advice or information.

In the Deposit Agreement, Gold Fields and BNYM agree to indemnify each other under specified circumstances.

Requirements for Depositary Actions

Before BNYM will deliver or register the transfer of a Gold Fields ADS, make a distribution on a Gold Fields ADS, or permit withdrawal of ordinary shares, BNYM may require:

• payment of taxes, including stock transfer taxes or other governmental charges, and transfer or registration fees charged by third parties for the transfer of any ordinary shares or other deposited securities, as well as the fees and expenses of BNYM;

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• production of satisfactory proof of the identity of the person presenting ordinary shares for deposit or Gold Fields ADSs upon withdrawal, and of the genuineness of any signature; and

• compliance with regulations BNYM may establish consistent with the Deposit Agreement, including presentation of transfer documents.

BNYM may refuse to deliver, transfer, or register transfer of Gold Fields ADSs generally when the transfer books of BNYM are closed or at any time if BNYM or Gold Fields thinks it advisable to do so.

Pre-Release of Gold Fields ADSs

In certain circumstances, subject to the provisions of the Deposit Agreement, BNYM may deliver Gold Fields ADSs before deposit of the underlying ordinary shares. This is called a pre-release of Gold Fields ADSs. BNYM may also deliver ordinary shares prior to the receipt and cancellation of pre-released Gold Fields ADSs (even if those Gold Fields ADSs are canceled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying ordinary shares are delivered to BNYM. BNYM may receive Gold Fields ADSs instead of the ordinary shares to close out a pre-release. BNYM may pre-release Gold Fields ADSs only under the following conditions:

• before or at the time of the pre-release, the person to whom the pre-release is being made must represent to BNYM in writing that it or its customer, as the case may be, owns the ordinary shares or Gold Fields ADSs to be deposited;

• the pre-release must be fully collateralized with cash or collateral that BNYM considers appropriate; and

• BNYM must be able to close out the pre-release on not more than five business days’ notice.

The pre-release will be subject to whatever indemnities and credit regulations BNYM considers appropriate. In addition, BNYM will limit the number of Gold Fields ADSs that may be outstanding at any time as a result of pre-release.

Governing Law

The Deposit Agreement is governed by the law of the State of New York.

South African Exchange Control Limitations Affecting Security Holders

The discussion below relates to exchange controls in force as of the date of this annual report. These controls are subject to change at any time without notice. It is not possible to predict whether existing exchange controls will be abolished, continued or amended by the South African government in the future. Investors are urged to consult a professional adviser as to the exchange control implications of their particular investments.

Acquisitions of shares or assets of South African companies by non-South African purchasers solely for a cash consideration equal to the fair value of the shares, will generally be permitted by the SARB pursuant to South African exchange control regulations. An acquisition of shares or assets of a South African company by a non-South African purchaser may be refused by the SARB in other circumstances, such as if the consideration for the acquisition is shares in a non-South African company or if the acquisition is financed by a loan from a South African lender. Denial of SARB approval for an acquisition of shares or assets of a South African company may result in the transaction not being able to be completed. Subject to this limitation, there are no restrictions on equity investments in South African companies and a foreign investor may invest freely in the ordinary shares and ADSs of Gold Fields.

There are no exchange control restrictions on the remittance in full of dividends declared out of trading profits to non-residents of the CMA (comprising South Africa, the Kingdoms of Lesotho and Swaziland and the Republic of Namibia) by Gold Fields.

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Under South African exchange control regulations, the ordinary shares and ADSs of Gold Fields are freely transferable outside South Africa between persons who are not residents of the CMA. Additionally, where ordinary shares are sold on the JSE on behalf of shareholders of Gold Fields who are not residents of the CMA, the proceeds of such sales will be freely exchangeable into foreign currency and remittable to them. Any share certificates held by non-resident Gold Fields shareholders will be endorsed with the words “non-resident.” The same endorsement, however, will not be applicable to ADSs of Gold Fields held by non-resident shareholders.

Taxation

Certain South African Tax Considerations

The discussion in this section sets forth the material South African tax consequences of the purchase, ownership and disposition of Gold Fields’ ordinary shares or ADSs under current South African law. Changes in the law may alter the tax treatment of Gold Fields’ ordinary shares or ADSs, possibly on a retroactive basis.

The following summary is not a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase, own or dispose of Gold Fields’ ordinary shares or ADSs and does not cover tax consequences that depend upon your particular tax circumstances. In particular, the following summary addresses tax consequences for holders of ordinary shares or ADSs who are not residents of, or who do not carry on business in, South Africa and who hold ordinary shares or ADSs as capital assets (that is, for investment purposes). For the purposes of the income tax treaty between South Africa and the United States, or the Treaty, and South African tax law, a United States resident that owns Gold Fields ADSs will be treated as the owner of the Gold Fields ordinary shares represented by such ADSs. Gold Fields recommends that you consult your own tax adviser about the consequences of holding Gold Fields’ ordinary shares or ADSs, as applicable, in your particular situation.

Withholding Tax on Dividends

It should be noted that the 15% withholding tax on dividends declared by South African resident companies to non-resident shareholders or non-resident ADS holders was introduced with effect from April 1, 2012. The withholding rate was increased from 15% to 20% effective February 22, 2017. Generally, under the Treaty, the withholding tax is limited to 5% of the gross amount of the dividends if the beneficial owner of the shares is a company holding directly at least 10% of the voting stock of the company paying the dividends and to 15% of the gross amount of the dividends in all other cases.

Income Tax and Capital Gains Tax

Non-resident holders of ordinary shares or ADSs will not be subject to income or capital gains tax in South Africa, with respect to the disposal of those ordinary shares or ADSs, on the basis that 80% or more of the market value of the Shares do not relate to immovable property held in South Africa, unless the non-resident carried on business through a permanent establishment in South Africa, and the profits are realized in the ordinary course of that business.

Securities Transfer Tax

No Securities Transfer Tax, or STT, is payable in South Africa with respect to the issue of a security.

STT is charged at a rate of 0.25% on the taxable amount of the transfer of every security issued by a company or a close corporation incorporated in South Africa, or a company incorporated outside South Africa but listed on an exchange in South Africa, subject to certain exemptions.

The word “transfer” is broadly defined and includes the transfer, sale, assignment or cession or disposal in any other manner of a security. The cancellation or redemption of a security is also regarded as a transfer unless the company is being liquidated. However, the issue of a security that does not result in a change in beneficial ownership is not regarded as a transfer.

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STT is levied on the taxable amount of a security. The taxable amount of a listed security is the greater of the consideration for the security declared by the transferee or the closing price of that security. The taxable amount of an unlisted security is the greater of the consideration given for the acquisition of the security or the market value of the unlisted security. In the case of a transfer of a listed security, either the member or the participant or the person to whom the security is transferred is liable for the tax. The tax must be paid within a period of 14 days from the transfer. The liability for tax with respect to the transfer of listed securities lies with the party facilitating the transfer or the recipient of the security.

The liability for STT with respect to the transfer of unlisted securities is that of the company that issued the unlisted security. The STT must be paid by the company issuing the unlisted security within two months from the date of the transfer of such security.

U.S. Federal Income Tax Considerations

The following discussion summarizes the material U.S. federal income tax consequences of the acquisition, ownership and disposition of ordinary shares and ADSs by a U.S. Holder. As used herein, the term “U.S. Holder” means a beneficial owner of ordinary shares or ADSs that is for U.S. federal income tax purposes:

• a citizen or resident of the United States;

• a corporation created or organized under the laws of the United States, any state within the United States or the District of Columbia;

• an estate the income of which is subject to U.S. federal income tax without regard to its source; or

• a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or the trust has validly elected to be treated as a domestic trust for U.S. federal income tax purposes.

This summary only applies to U.S. Holders that hold ordinary shares or ADSs as capital assets. This summary is based upon:

• the current federal income tax laws of the United States, including the Internal Revenue Code of 1986, as amended, or the Code, its legislative history, and existing and proposed regulations thereunder;

• current U.S. Internal Revenue Service, or IRS, practice and applicable U.S. court decisions; and

• the income tax treaty between the United States and South Africa

all as of the date hereof and all subject to change at any time, possibly with retroactive effect.

This summary assumes that the obligations of the Depositary under the Deposit Agreement and any related agreements will be performed in accordance with their terms.

This summary is of a general nature and does not address all U.S. federal income tax consequences that may be relevant to you in light of your particular situation (including consequences under the alternative minimum tax or the net investment income tax), and does not address state, local, non-U.S. or other tax laws (such as estate and gift tax laws). For example, this summary does not apply to:

• investors that own (directly, indirectly or by attribution) 5% or more of Gold Fields’ stock by vote or value;

• financial institutions;

• insurance companies;

• individual retirement accounts and other tax-deferred accounts;

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• tax-exempt organizations;

• dealers in securities or currencies;

• investors that hold ordinary shares or ADSs as part of straddles, hedging transactions or conversion transactions for U.S. federal income tax purposes;

• investors whose functional currency is not the U.S. dollar;

• persons that have ceased to be U.S. citizens or lawful permanent residents of the United States;

• investors holding the ordinary shares or ADSs in connection with a trade or business conducted outside the United States; and

• U.S. citizens or lawful permanent residents living abroad.

The U.S. federal income tax treatment of a partner in an entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds ordinary shares or ADSs will depend upon the status of the partner and the activities of the partnership. If you are an entity or arrangement treated as a partnership for U.S. federal income tax purposes, you should consult your tax adviser concerning the U.S. federal income tax consequences to you and your partners of the acquisition, ownership and disposition of ordinary shares or ADSs by you.

Gold Fields does not believe that it was a PFIC within the meaning of Section 1297 of the Code for its 2016 taxable year and does not expect to be a PFIC for its current taxable year or in the foreseeable future. However, Gold Fields’ possible status as a PFIC must be determined annually and therefore may be subject to change. If Gold Fields were to be treated as a PFIC, U.S. Holders of ordinary shares or ADSs would be required (i) to pay a special U.S. addition to tax on certain distributions and gains on sale and (ii) to pay tax on any gain from the sale of ordinary shares or ADSs at ordinary income (rather than capital gains) rates in addition to paying the special addition to tax on this gain. Additionally, dividends paid by Gold Fields would not be eligible for the special reduced rate of tax described below under “—Taxation of Dividends”. The remainder of this discussion assumes that Gold Fields is not a PFIC for U.S. federal income tax purposes. You should consult your own tax advisers regarding the potential application of the PFIC regime.

The summary of U.S. federal income tax consequences set out below is for general information only. You are urged to consult your tax advisers as to the particular tax consequences to you of acquiring, owning and disposing of the ordinary shares or ADSs, including your eligibility for the benefits of the income tax treaty between the United States and South Africa, the applicability and effect of state, local, non-U.S. and other tax laws and possible changes in tax law.

U.S. Holders of ADSs

For U.S. federal income tax purposes, a U.S. Holder of ADSs generally will be treated as the owner of the corresponding number of underlying ordinary shares held by the Depositary for the ADSs, and references to ordinary shares in the following discussion refer also to ADSs representing the ordinary shares.

Deposits and withdrawals of ordinary shares by U.S. Holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes. Your tax basis in withdrawn ordinary shares will be the same as your tax basis in the ADSs surrendered, and your holding period for the ordinary shares will include the holding period of the ADSs.

However, the U.S. Treasury has expressed concern that U.S. holders of depositary receipts (such as U.S. Holders of Gold Fields ADSs) may be claiming foreign tax credits in situations where an intermediary in the chain of ownership between such holders and the issuer of the security underlying the depositary receipts, or a party to whom depositary receipts or deposited shares are delivered by the depositary prior to the receipt by the depositary of the corresponding securities, has taken actions inconsistent with the ownership of the underlying

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security by the person claiming the credit, such as a disposition of such security. Such actions may also be inconsistent with the claiming of the reduced tax rates that may be applicable to certain dividends received by certain non-corporate holders, as described below. Accordingly, (i) the ability to offset any South African taxes and (ii) the availability of the reduced tax rates for any dividends received by certain non-corporate U.S. Holders, each as described below, could be affected by actions taken by such parties or intermediaries.

Taxation of Dividends

Distributions paid out of Gold Fields’ current or accumulated earnings and profits (as determined for U.S. federal income tax purposes), before reduction for any South African withholding tax paid by Gold Fields with respect thereto, will generally be taxable to you as foreign source dividend income, and will not be eligible for the dividends received deduction allowed to corporations. Distributions that exceed Gold Fields’ current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of your basis in the ordinary shares and thereafter as capital gain. However, Gold Fields does not maintain calculations of its earnings and profits in accordance with U.S. federal income tax accounting principles. You should therefore assume that any distribution by Gold Fields with respect to the ordinary shares will be reported as ordinary dividend income. You should consult your own tax advisers with respect to the appropriate U.S. federal income tax treatment of any distribution received from Gold Fields. For purposes of determining limitations on any foreign tax credits, dividends paid by Gold Fields will generally constitute “passive income.”

Dividends paid by Gold Fields generally will be taxable to non-corporate U.S. Holders at the special reduced rate normally applicable to long-term capital gains, provided that either (i) Gold Fields qualifies for the benefits of the income tax treaty between the United States and South Africa, or (ii) the ADSs are considered to be “readily tradable” on the NYSE, and certain other requirements are met.

For U.S. federal income tax purposes, the amount of any dividend paid in Rand will be included in income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date the dividends are received by you (in the case of ordinary shares) or the Depositary (in the case of ADSs) regardless of whether they are converted into U.S. dollars at that time. If you or the Depositary, as the case may be, convert dividends received in Rand into U.S. dollars on the day they are received, you generally will not be required to recognize foreign currency gain or loss in respect of this dividend income.

Effect of South African Withholding Taxes

As discussed in “—Certain South African Tax Considerations—Withholding Tax on Dividends”, under current law, South Africa imposes a withholding tax of 20% on dividends paid by Gold Fields. A U.S. Holder will generally be entitled, subject to certain limitations, to a foreign tax credit against its U.S. federal income tax liability, or a deduction in computing its U.S. federal taxable income, for South African income taxes withheld by Gold Fields.

U.S. Holders that receive payments subject to this withholding tax will be treated, for U.S. federal income tax purposes, as having received the amount of South African taxes withheld by Gold Fields, and as then having paid over the withheld taxes to the South African taxing authorities. As a result of this rule, the amount of dividend income included in gross income for U.S. federal income tax purposes by a U.S. Holder with respect to a payment of dividends may be greater than the amount of cash actually received (or receivable) by the U.S. Holder from Gold Fields with respect to the payment.

The rules governing foreign tax credits are complex. You should consult your tax advisor concerning the foreign tax credit implications of the payment of South African withholding taxes.

Taxation of a Sale or Other Disposition

Your tax basis in an ordinary share or ADS will generally be its U.S. dollar cost. The U.S. dollar cost of an ordinary share purchased with foreign currency will generally be the U.S. dollar value of the purchase price on

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the date of purchase or, in the case of ordinary shares traded on an established securities market, as defined in applicable Treasury Regulations, that are purchased by a cash basis taxpayer (or an accrual basis taxpayer that so elects), on the settlement date for the purchase. Such an election by an accrual basis taxpayer must be applied consistently from year to year and cannot be revoked without the consent of the IRS.

Upon a sale or other disposition of ordinary shares or ADSs, other than an exchange of ADSs for ordinary shares and vice versa, you will generally recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the amount realized and your adjusted tax basis in the ordinary shares or ADSs. This capital gain or loss will be long-term capital gain or loss if your holding period in the ordinary shares or ADSs exceeds one year. However, regardless of your actual holding period, any loss may be treated as long-term capital loss to the extent you receive a dividend that qualifies for the reduced rate described above under “—Taxation of Dividends” and also exceeds 10% of your basis in the ordinary shares. Any gain or loss will generally be U.S. source.

The amount realized on a sale or other disposition of ordinary shares for an amount in foreign currency will be the U.S. dollar value of this amount on the date of sale or disposition. On the settlement date, you will recognize U.S. source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the U.S. dollar value of the amount received based on the exchange rates in effect on the date of sale or other disposition and the settlement date. However, in the case of ordinary shares traded on an established securities market that are sold by a cash basis taxpayer (or an accrual basis taxpayer that so elects), the amount realized will be based on the exchange rate in effect on the settlement date for the sale, and no exchange gain or loss will be recognized at that time.

Foreign currency received on the sale or other disposition of an ordinary share will have a tax basis equal to its U.S. dollar value on the settlement date. Foreign currency that is purchased will generally have a tax basis equal to the U.S. dollar value of the foreign currency on the date of purchase. Any gain or loss recognized on a sale or other disposition of a foreign currency (including its use to purchase ordinary shares or upon exchange for U.S. dollars) will be U.S. source ordinary income or loss.

To the extent you incur Securities Transfer Tax in connection with a transfer or withdrawal of ordinary shares as described under “—Certain South African Tax Considerations—Securities Transfer Tax” above, such securities transfer tax will not be a creditable tax for U.S. foreign tax credit purposes.

Backup Withholding and Information Reporting

Payments of dividends and other proceeds with respect to ordinary shares or ADSs by U.S. persons will be reported to you and to the IRS as may be required under applicable regulations. Backup withholding may apply to these payments if you fail to provide an accurate taxpayer identification number or certification of exempt status or fail to report all interest and dividends required to be shown on your U.S. federal income tax returns. Some holders are not subject to backup withholding. You should consult your tax adviser about these rules and any other reporting obligations that may apply to the ownership and disposition of the ordinary shares, including requirements relating to the holding of certain foreign financial assets.

Documents on Display

Gold Fields files annual and special reports and other information with the SEC. You may read and copy any reports or other information on file at the SEC’s public reference room at the following location:

100 F Street, N.E.

Washington, D.C. 20549

Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC filings are also available to the public from commercial document retrieval services. Gold Fields’ SEC filings may also be obtained electronically via the EDGAR system on the website maintained by the SEC at http://www.sec.gov.

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ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Gold Fields is exposed to market risks, including foreign currency, commodity price and interest rate risk associated with underlying assets, liabilities and anticipated transactions. Following periodic evaluation of these exposures, Gold Fields may enter into derivative financial instruments to manage some of these exposures. As part of its strategy, however, Gold Fields does not generally hedge against the risk of changes in the price of gold. See “—Commodity Price Sensitivity—Commodity Price Hedging Policy”.

Gold Fields has policies in areas such as counterparty exposure, hedging practices and prudential limits which have been approved by Gold Fields’ Board of Directors. Management of financial risk is centralized at Gold Fields’ treasury department, which acts as the interface between Gold Fields’ operations and counterparty banks. The treasury department manages financial risk in accordance with the policies and procedures established by the Gold Fields Board of Directors and Executive Committee. Gold Fields’ Audit Committee has approved dealing limits for money market, foreign exchange and commodity transactions, which Gold Fields’ treasury department is required to adhere to. Among other restrictions, these limits describe which instruments may be traded and demarcate open position limits for each category as well as indicating counterparty credit- related limits. The dealing exposure and limits are checked and controlled each day and reported to the Chief Financial Officer.

Foreign Currency Sensitivity

General

In the ordinary course of business, Gold Fields enters into transactions, such as gold and concentrate sales, denominated in foreign currencies, primarily U.S. dollars. In addition, Gold Fields has investments and indebtedness in various foreign currencies, primarily U.S. and Australian dollars. Although this exposes Gold Fields to transaction and translation exposure from fluctuations in foreign currency exchange rates, Gold Fields does not generally hedge this exposure, although it may do so in specific circumstances, such as foreign currency commitments, financing projects or acquisitions. Also, Gold Fields on occasion undertakes currency hedging to take advantage of favorable short-term fluctuations in exchange rates when management believes exchange rates are at unsustainably high levels.

Foreign Currency Hedging Experience

Gold Fields uses various derivative instruments to protect its exposure to adverse movements in foreign currency exchange rates.

On October 1, 2014, South Deep entered into a U.S.$/Rand zero-cost collar for U.S.$7.5 million per month for a period of six months starting October 2014. A floor of R11.2 and an average cap over the period of R12.0567 was achieved. At December 31, 2014, the fair value of the collar was nil.

On February 25, 2016, South Deep entered into U.S.$/Rand forward exchange contracts for a total delivery of U.S.$69.8 million starting at July 2016 to December 2016. The average forward rate achieved over the six month period was R16.8273. The hedge was delivered into in July and August and the balance closed out in September 2016. The average rate achieved on delivery and close out was R13.8010, resulting in a profit of U.S.$14.4 million.

Gains and losses on financial instruments are disclosed in detail under “Operating and Financial Review and Prospects—Results of Operations—Gain/(loss) on Financial Instruments”.

Foreign Currency Contract Position

As of December 31, 2016, there were no foreign currency contract positions.

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Foreign Currency Sensitivity Analysis

Gold Fields’ revenues and costs are very sensitive to the Rand/U.S. dollar and Australian dollar/U.S. dollar exchange rates because revenues are generated using a gold price denominated in U.S. dollars, while costs of the South African and Australian operations are incurred principally in Rand and Australian dollars, respectively. Depreciation of the Rand and Australian dollar against the U.S. dollar results in lower operating costs when they are translated into U.S. dollars, thereby increasing the operating margin of the South African and Australian operations. Conversely, appreciation of the Rand and Australian dollar results in higher operating costs when translated into U.S. dollars, thereby decreasing the operating margins at the South African and Australian operations. The impact on profitability of changes in the value of the Rand and Australian dollar against the U.S. dollar can be substantial.

A sensitivity analysis of the mark-to-market valuation has not been performed as there were no foreign currency contracts as of December 31, 2016.

Commodity Price Sensitivity

General

Gold and copper

The market price of gold and to a lesser extent copper have a significant effect on the results of operations of Gold Fields, the ability of Gold Fields to pay dividends and undertake capital expenditures, and the market price of Gold Fields’ ordinary shares. Gold and copper prices have historically fluctuated widely and are affected by numerous industry factors over which Gold Fields does not have any control. See “Risk Factors—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” and “Operating and Financial Review and Prospects—Revenues”. The aggregate effect of these factors on the gold and copper prices, all of which are beyond the control of Gold Fields, is impossible for Gold Fields to predict.

Oil

The market price of oil has a significant effect on the results of the offshore operations of Gold Fields. The offshore operations consume large quantities of diesel in the running of their mining fleets. Oil prices have historically fluctuated widely and are affected by numerous factors over which Gold Fields does not have any control.

Commodity Price Hedging Policy

Gold and copper

Generally, Gold Fields does not enter into forward sales, derivatives or other hedging arrangements to establish a price in advance for future gold and copper production. On an exceptional basis, Gold Fields may consider gold and copper hedging arrangements in one or more of the following circumstances:

• to protect cash flows at times of significant capital expenditure;

• for specific debt-servicing requirements; and

• to safeguard the viability of higher cost operations.

See “Information on the Company—Strategy”.

To the extent that it enters into commodity hedging arrangements, Gold Fields seeks to use different counterparty banks consisting of local and international banks to spread risk. None of the counterparties is affiliated with, or a related party of, Gold Fields.

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Oil

Generally Gold Fields does not enter into derivatives or other hedging arrangements to establish a price in advance for future oil consumption. However, where oil prices are expected to increase in the short- to medium- term, Gold Fields may consider hedging the oil price in order to protect itself against the adverse cost effects of a material increase in the oil price.

Commodity Price Hedging Experience

Gold

No gold derivative instruments were entered into during fiscal 2016 and no gold derivative instruments have been entered into since fiscal 2007.

Copper

No contracts were entered into during fiscal 2014, 2015 and 2016.

Oil

From time to time, various subsidiaries of Gold Fields enter into call options to fix the price of specified quantities of diesel fuel. During fiscal 2014, the following option was entered into:

• On November 26, 2014, Gold Fields Australia (Pty) Limited entered into Singapore Gasoil 10ppm cash settled swap transaction contracts. A contract for 63,000 barrels for the period January—March 2015 was committed at a fixed price of U.S.$94.00 per barrel, and a further 283,500 barrels was committed at a price of U.S.$96.00 per barrel for the period April—December 2015. Brent Crude at the time of the transaction was U.S.$78.50 per barrel.

No further contracts were entered into during fiscal 2015 and 2016.

Commodity Price Contract Position

At December 31, 2016, there were no outstanding commodity contracts.

Interest Rate Sensitivity

General

As of December 31, 2016, Gold Fields’ indebtedness amounted to U.S.$1,692.9 million. Gold Fields generally does not undertake any specific action to cover its exposure to interest rate risk, although it may do so in specific circumstances. For a discussion of Gold Fields’ credit facilities and other borrowings outstanding as of December 31, 2016, including the interest rates applicable to them, see “Operating and Financial Review and Prospects—Credit Facilities”.

Interest Rate Sensitivity Analysis

U.S.$846.5 million of Gold Fields interest bearing debt outstanding as of December 31, 2016 was exposed to interest rate fluctuations. This debt is normally rolled for periods between one and three months and is therefore exposed to the rate changes in this period.

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U.S.$785.5 million of the total debt was exposed to changes in LIBOR while U.S.$61.0 million was exposed to the South African Prime Rate. The following table indicates the change to finance expense on average borrowings for fiscal 2016 of U.S.$798.7 million and U.S.$42.3 million, had LIBOR and the South African Prime Rate, respectively, differed as indicated.

	Change in finance expense for a nominal change in interest rate, change as of December 31, 2016
	(U.S.$ million, except  for percentages)
Sensitivity to interest rates		(1.5	)%	(1.0	)%	(0.5	)%	0.5	%	1.0	%	1.5	%
Sensitivity to LIBOR interest rate		(12.0	)	(8.0	)	(4.0	)	4.0		8.0		12.0
Sensitivity to South African Prime interest rate		(0.6	)	(0.4	)	(0.2	)	0.2		0.4		0.6
Change in finance expense		(12.6	)	8.4		(4.2	)	4.2		8.4		12.6

280

ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

281

PART II

ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

282

ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

AND USE OF PROCEEDS

Not applicable.

283

ITEM 15: CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures:

Gold Fields has carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of Gold Fields, of the effectiveness of the design and operation of Gold Fields’ disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this annual report. Based upon that evaluation, Gold Fields’ Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2016, Gold Fields’ disclosure controls and procedures were effective.

(b) Management’s Report on Internal Control over Financial Reporting:

Gold Fields’ management is responsible for establishing and maintaining adequate internal control over financial reporting. The Securities Exchange Act of 1934 defines internal control over financial reporting in Rule 13a-15(f) and 15d-15(f) as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Gold Fields’ management assessed the effectiveness of its internal control over financial reporting as of December 31, 2016. In making this assessment, Gold Fields’ management used the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based upon its assessment, Gold Fields’ management concluded that, as of December 31, 2016, its internal control over financial reporting is effective based upon those criteria.

KPMG Inc., or KPMG, an independent registered public accounting firm that audited the consolidated financial statements included in this annual report on Form 20-F, has issued an attestation report on management’s assessment of Gold Fields’ internal control over financial reporting as of December 31, 2016.

(c) Attestation Report of the Registered Public Accounting Firm:

See report of KPMG Inc., an Independent Registered Public Accounting Firm, on page F-1.

(d) Changes in Internal Control Over Financial Reporting:

There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during fiscal 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

284

ITEM 16A: AUDIT COMMITTEE FINANCIAL EXPERT

The Board of Directors has determined that Gold Fields’ Audit Committee does not have an “audit committee financial expert”, as defined in the rules promulgated by the Securities and Exchange Commission. Although a person with such qualifications does not serve on the Audit Committee, the Board of Directors believes that the members of the Audit Committee collectively possess the knowledge and experience to oversee and assess the performance of Gold Fields’ management and auditors, the quality of Gold Fields’ disclosure controls, the preparation and evaluation of Gold Fields’ financial statements and Gold Fields’ financial reporting. Gold Fields’ Board of Directors also believes that the members of the Audit Committee collectively possess the understanding of audit committee functions necessary to diligently execute their responsibilities. For biographical information on each member of the Audit Committee, see “Directors, Senior Management and Employees—Non-executive Directors”.

285

ITEM 16B: CODE OF ETHICS

Gold Fields has adopted a Company Code of Conduct, or the Code, which applies to all directors and employees, the text of which can be accessed on Gold Fields’ website at www.goldfields.co.za.

286

ITEM 16C: PRINCIPAL ACCOUNTANT FEES AND SERVICES

KPMG served as Gold Fields’ principal accountant. Set forth below are the fees for audit and other services rendered by KPMG for fiscal 2016, 2015 and 2014.

	Year ended December 31,
	2016		2015			2014
		(U.S.$ million)
Audit fees		2.4		2.7			3.2
Audit-related fees		0.3		0.2			0.3
Tax fees		0.1		—	(1)		—	(1)
All other fees		—		0.1			0.1
Total		2.8		3.0			3.6

Note:

(1) Nominal amount due to rounding to U.S.$ million.

Audit fees include fees for audit services rendered for Gold Fields’ annual consolidated financial statements filed with regulatory organizations.

Audit-related fees include fees for related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant’s financial statements.

Tax fees include fees for tax compliance, tax advice, tax planning and other tax-related services.

All other fees consist of fees for all other services not included in any of the other categories noted above.

All of the above fees were pre-approved by the Audit Committee.

Audit Committee’s Policies and Procedures

In accordance with the Securities and Exchange Commission rules regarding auditor independence, the Audit Committee has established Policies and Procedures for Audit and Non-Audit Services Provided by an Independent Auditor. The rules apply to Gold Fields and its consolidated subsidiaries engaging any accounting firms for audit services and the auditor who audits the accounts filed with the Securities and Exchange Commission, or the external auditor, for permissible non-audit services.

When engaging the external auditor for permissible non-audit services (audit-related services, tax services, and all other services), pre-approval is obtained prior to the commencement of the services.

287

ITEM 16D: EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

288

ITEM 16E: PURCHASES OF EQUITY SECURITIES BY THE ISSUER

AND AFFILIATED PURCHASERS

None.

289

ITEM 16F: CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

290

ITEM 16G: CORPORATE GOVERNANCE

Gold Fields’ home country corporate governance practices are regulated by the Listing Requirements of the JSE, or the JSE Listing Requirements. The following is a summary of the significant ways in which Gold Fields’ home country corporate governance standards and its corporate governance practices differ from those followed by domestic companies under the NYSE Listing Standards.

• The NYSE Listing Standards require that the non-management directors of U.S. listed companies meet at regularly scheduled non executive sessions without management. The JSE Listing Requirements do not require such meetings of listed company non-executive directors. Gold Fields’ non-management directors do however meet regularly without management.

• The NYSE Listing Standards require U.S. listed companies to have a nominating/corporate governance committee composed entirely of independent directors. The JSE Listing Requirements also require the appointment of such a committee, and stipulate that all members of this committee must be non-executive directors, the majority of whom must be independent. Gold Fields has a Nominating and Governance Committee which currently comprises three non-executive directors, all of whom are independent under the NYSE Listing Standards and the JSE Listing Requirements which is chaired by the Chairman of Gold Fields, as required by the JSE Listing Requirements.

• The NYSE Listing Standards require U.S. listed companies to have a compensation committee composed entirely of independent directors. The JSE Listing Requirements merely require the appointment of such a committee. Gold Fields has appointed a Remuneration Committee, currently comprising six board members, all of whom are independent under both the JSE Listing Requirements and the NYSE Listing Standards.

• The NYSE Listings Standards require U.S. listed companies to have an audit committee composed entirely of independent directors. The South African Companies Act requires that the audit committee be approved by shareholders on an annual basis at a company’s annual general meeting. The JSE Listings Requirements also require an audit committee composed entirely of independent directors. Gold Fields has appointed an Audit Committee, currently comprised of six board members, all of whom are non-executive and independent, as defined under both the JSE Listings Requirements and the NYSE Listing Requirements.

291

ITEM 16H: MINE SAFETY DISCLOSURE

Not applicable.

292

PART III

ITEM 17: FINANCIAL STATEMENTS

Gold Fields has responded to Item 18 in lieu of responding to this item.

293

ITEM 18: FINANCIAL STATEMENTS

The following financial statements of Gold Fields Limited are filed as part of this annual report.

294

INDEX TO FINANCIAL STATEMENTS

Gold Fields Limited
Report of the Independent Registered Public Accounting Firm	F-1
Accounting Policies to the Consolidated Financial Statements	F-2
Consolidated Income Statements for fiscal 2016, 2015 and 2014	F-23
Consolidated Statements of Comprehensive Income for fiscal 2016, 2015 and 2014	F-24
Consolidated Statements of Financial Position at December 31, 2016 and 2015	F-25
Consolidated Statements of Changes in Equity for fiscal 2016, 2015 and 2014	F-26
Consolidated Statements of Cash Flows for fiscal 2016, 2015 and 2014	F-27
Notes to the Consolidated Financial Statements	F-28

295

ITEM 19: EXHIBITS

The following instruments and documents are included as Exhibits to this annual report.

No.	Exhibit
1.1	Memorandum of Association of Gold Fields (incorporated by reference to Exhibit 1.1 to the registration statement on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on May 6, 2002)
1.2	Articles of Association of Gold Fields (incorporated by reference to Exhibit 1.2 to the registration statement on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on May 6, 2002)
1.3	Amended Articles of Association of Gold Fields (incorporated by reference to Exhibit 1.3 to the annual report on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on December 7, 2007)
2.1	Memorandum of Incorporation of Gold Fields (included in Exhibits 1.1 and 1.2)
2.2	Deposit Agreement among Gold Fields, Gold Fields Limited (f/k/a/Driefontein Consolidated Limited), The Bank of New York, as depositary, and the owners and beneficial owners from time to time of American Depositary Receipts, dated as of February 2, 1998, as amended and restated as of May 21, 2002 (incorporated by reference to Exhibit 2.3 to the annual report on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on October 24, 2002)
2.3	Form of American Depositary Receipt (included in Exhibit 2.2)
2.4	Amended Memorandum of Incorporation of Gold Fields (included in Exhibit 1.3)
2.5	Trust Deed among Orogen, as issuer; Gold Fields Limited, GFIMSA, GFO, and GFH, as guarantors; and Citicorp Trustee Company Limited, as trustee, dated October 7, 2010 in relation to the U.S.$1 billion Note Issue (incorporated by reference to Exhibit 2.8 to the annual report on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on December 2, 2010)
2.6	Supplemental Trust Deed among Orogen, as issuer; Gold Fields, GFO, and GFH, as guarantors; Sibanye Gold and Citicorp Trustee Company Limited, as trustee, dated April 24, 2015 in relation to the U.S.$1 billion Note Issue (incorporated by reference to Exhibit 2.6 to the annual report on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on April 13, 2016)
2.7	Amended Memorandum of Incorporation of Gold Fields, adopted by Special Resolution on May 14, 2012 (incorporated by reference to Exhibit 2.6 to the annual report on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on May 14, 2013)
4.1	The Gold Fields Limited 2005 Non-Executive Share Plan, adopted November 17, 2005 (incorporated by reference to Exhibit 4.24 to the annual report on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on December 22, 2005)
4.2	The Gold Fields Limited 2005 Share Plan, adopted November 17, 2005 (incorporated by reference to Exhibit 4.25 to the annual report on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on December 22, 2005)
4.3	The Gold Fields Limited 2012 Share Plan, dated May 14, 2012 (incorporated by reference to Exhibit 4.6 to the annual report on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on May 14, 2013)

296

No.	Exhibit
4.4	Agreement between Nicholas J. Holland and Gold Fields Group Services (Pty) Ltd, dated March 6, 2009 and effective March 1, 2009 (incorporated by reference to Exhibit 4.29 to the annual report on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on December 3, 2009)
4.5	Agreement between Nicholas J. Holland and Gold Fields Ghana Holdings (BVI) Limited, dated March 9, 2009 and effective March 1, 2009 (incorporated by reference to Exhibit 4.30 to the annual report on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on December 3, 2009)
4.6	Agreement between Nicholas J. Holland and Gold Fields Orogen Holding Company (BVI), dated March 6, 2009 and effective March 1, 2009 (incorporated by reference to Exhibit 4.31 to the annual report on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on December 3, 2009)
4.7	Agreement between Nicholas J. Holland and Gold Fields Group Services (Pty) Ltd, dated April 9, 2010 and effective April 1, 2010 (incorporated by reference to Exhibit 4.29 to the annual report on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on December 2, 2010)
4.8	Agreement between Nicholas J. Holland and Gold Fields Ghana Holdings (BVI) Limited, dated April 9, 2010 and effective April 1, 2010 (incorporated by reference to Exhibit 4.30 to the annual report on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on December 2, 2010)
4.9	Agreement between Nicholas J. Holland and Gold Fields Orogen Holding Company (BVI), dated April 9, 2010 and effective April 1, 2010 (incorporated by reference to Exhibit 4.31 to the annual report on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on December 2, 2010)
4.10	U.S.$200 million Revolving Senior Secured Credit Facility Agreement between The Bank of Nova Scotia, Scotiabank Peru S.A.A., Scotiabank Europe Plc and La Cima, dated December 16, 2014 (incorporated by reference to Exhibit 4.10 to the annual report on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on April 14, 2015)
4.11	Revolving Credit Facility Agreement among Nedbank Limited, GFI Joint Venture Holdings (Proprietary) Limited, GFO and the Original Guarantors (listed in Schedule 1), dated March 1, 2013 (incorporated by reference to Exhibit 4.28 to the annual report on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on May 14, 2013)
4.12	Agreement between Paul A. Schmidt and Gold Fields Group Services (Pty) Ltd, dated November 24, 2009 and effective November 6, 2009 (incorporated by reference to Exhibit 4.33 to the annual report on Form 20-F (File No. 1 -31318), filed by Gold Fields with the Securities and Exchange Commission on December 3, 2009)
4.13	Agreement between Paul A. Schmidt and Gold Fields Ghana Holdings (BVI) Limited, dated November 24, 2009 and effective November 6, 2009 (incorporated by reference to Exhibit 4.34 to the annual report on Form 20-F (File No. 1 -31318), filed by Gold Fields with the Securities and Exchange Commission on December 3, 2009)
4.14	Agreement between Paul A. Schmidt and Gold Fields Orogen Holding Company (BVI), dated November 24, 2009 and effective November 6, 2009 (incorporated by reference to Exhibit 4.35 to the annual report on Form 20-F (File No. 1 -31318), filed by Gold Fields with the Securities and Exchange Commission on December 3, 2009)

297

No.	Exhibit
4.15	First Addendum to the Employment Contract made and entered into between Gold Fields Group Services (Pty) Ltd and Paul A. Schmidt, dated April 1, 2010 (incorporated by reference to Exhibit 4.40 to the annual report on Form 20-F (File No. 1 -31318), filed by Gold Fields with the Securities and Exchange Commission on December 2, 2010)
4.16	First Addendum to the Employment Contract made and entered into between Gold Fields Ghana Holdings (BVI) Limited and Paul A. Schmidt, dated April 1, 2010 (incorporated by reference to Exhibit 4.41 to the annual report on Form 20-F (File No. 1 -31318), filed by Gold Fields with the Securities and Exchange Commission on December 2, 2010)
4.17	First Addendum to the Employment Contract made and entered into between Gold Fields Orogen Holding Company (BVI) and Paul A. Schmidt, dated April 1, 2010 (incorporated by reference to Exhibit 4.42 to the annual report on Form 20-F (File No. 1 -31318), filed by Gold Fields with the Securities and Exchange Commission on December 2, 2010)
4.18	US$1,290,000,000 Credit Facilities Agreement between The Bank of Tokyo-Mitsubishi UFJ, Ltd., GFI Joint Venture Holdings Proprietary Limited, Gold Fields Operations Limited, Gold Fields Orogen Holding (BVI) Limited, Gold Fields Ghana Holdings (BVI) Limited and the Original Guarantors (listed in Schedule 1), dated June 6, 2016
4.19	The Sale Agreement—Gruyere Project between Gold Road Resources Limited, Gruyere Mining Company Pty Ltd and Gold Fields Australia Pty Ltd dated November 6, 2016.
4.20	Gruyere Project Joint Venture Agreement between Gruyere Mining Company Pty Ltd, Gold Road Resources Limited and others dated December 6, 2016
4.21	Rand 500,000,000 Revolving Credit Facility Agreement between ABSA Bank Limited, GFI Joint Venture Holdings Proprietary Limited, Gold Fields Operations Limited and the Original Guarantors (listed in Schedule 1), dated March 27, 2017
4.22	Rand 500,000,000 Revolving Credit Facility Agreement between The Standard Bank of South Africa Limited, GFI Joint Venture Holdings Proprietary Limited, Gold Fields Operations Limited and the Original Guarantors (listed in Schedule 1), dated March 27, 2017
8.1	Amended list of subsidiaries of the registrant
12.1	Certification of Chief Executive Officer
12.2	Certification of Chief Financial Officer
13.1	Certification of Chief Executive Officer
13.2	Certification of Chief Financial Officer

298

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

GOLD FIELDS LIMITED

/s/ Nicholas J. Holland

Name: Nicholas J. Holland

Title: Chief Executive Officer

Date: April 5, 2017

299

Report of the Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Gold Fields Limited

We have audited the accompanying consolidated statements of financial position of Gold Fields Limited (“the Company”) and subsidiaries as of December 31, 2016 and 2015, and the related consolidated income statements, and statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2016. We also have audited the Company’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control over Financial Reporting” appearing in Item 15 of the Company’s 2016 Annual Report on Form 20-F. Our responsibility is to express an opinion on these consolidated financial statements, and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Gold Fields Limited and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

/s/ KPMG Inc.

Johannesburg, South Africa

April 5, 2017

F-1

Accounting policies to the consolidated financial statements

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, except for the adoption of new and revised standards and interpretations.

Gold Fields Limited (the “Company” or “Gold Fields”) is a company domiciled in South Africa. The registration number of the Company is 1968/004880/06. The address of the Company is 150 Helen Road, Sandton, Johannesburg. The consolidated financial statements of the Company as at 31 December 2016 and 2015 and for each of the years in the three-year period ended 31 December 2016 comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”) as well as the Group’s share of the assets, liabilities, income and expenses of joint operations and the Group’s interest in associates and joint ventures. The Group is primarily involved in gold mining.

1. BASIS OF PREPARATION

The financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“the Board”), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, as well as the requirements of the South African Companies Act. The consolidated financial statements have been prepared under the historical cost convention, as modified by available-for-sale financial assets, and financial assets and liabilities (including derivative instruments), which have been brought to account at fair value through profit or loss or through the fair value adjustment reserve in the statement of comprehensive income.

The consolidated financial statements were authorised for issue by the Board of Directors on 20 March 2017.

Standards, interpretations and amendments to published standards effective for the year ended 31 December 2016

During the financial year, the following new and revised accounting standards, amendments to standards and new interpretations were adopted by the Group:

Standard(s) Amendment(s) Interpretation(s)	Nature of the Change	Salient features of the changes	Impact on financial position or performance
IAS 1 Presentation of Financial Statements	Amendment	•  The amendments issued clarifies materiality and aggregation, the presentation of subtotals, the structure of financial statements and the disclosure of accounting policies.	No impact
IAS 16 Property, Plant and Equipment and IAS 38 Intangible assets	Amendment	•  The amendments to IAS 38 Intangible Assets introduce a rebuttable presumption that the use of revenue-based amortisation methods for intangible assets is inappropriate; and •  The amendments to IAS 16 Property, Plant and Equipment explicitly state that revenue-based methods of depreciation cannot be used for property, plant and equipment.	No impact

F-2

Accounting policies to the consolidated financial statements (continued)

1. BASIS OF PREPARATION (continued)

Standard(s) Amendment(s) Interpretation(s)	Nature of the Change		Salient features of the changes	Impact on financial position or performance
IFRS 11 Joint Operations		Amendment	•  The amendments require business combination accounting to be applied to acquisitions of interests in a joint operation that constitute a business.	No impact
Various IFRS		Amendment	•  Annual improvements project (2012 to 2014) is a collection of amendments to IFRS and are the result of conclusions reached by the Board on proposals made at its annual improvements project.	No impact

Standards, interpretations and amendments to published standards which are not yet effective

Certain new standards, amendments and interpretations to existing standards have been published that apply to the Group’s accounting periods beginning on 1 January 2017 or later periods but have not been early adopted by the Group.

These standards, amendments and interpretations are:

Standard(s) Amendment(s) Interpretation(s)	Nature of the change		Salient features of the changes	Effective Date*
IAS 7 Statement of cash flows		Amendment	•  The amendments require disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flow and non-cash changes. Management does not expect the standard to have a material impact on the Group.		1 January 2017
IAS 12 Income taxes		Amendment	•  The amendments provide additional guidance on the existence of deductible temporary differences; and •  The amendments also provide additional guidance on the methods used to calculate future taxable profit to establish whether a deferred tax asset can be recognised. Management does not expect the standard to have a material impact on the Group.		1 January 2017
IFRS 2 Share-based payments		Amendment	•  The amendments cover three accounting areas: -   Measurement of cash-settled share-based payments; -   Classification of share-based payments settled net of tax withholdings; and		1 January 2018

F-3

Accounting policies to the consolidated financial statements (continued)

1. BASIS OF PREPARATION (continued)

Standard(s) Amendment(s) Interpretation(s)	Nature of the change		Salient features of the changes	Effective Date*
			-   Accounting for a modification of a share-based payment from cash-settled to equity-settled. Management does not expect the standard to have a material impact on the Group.
IFRS 9 Financial Instruments		New Standard	•  This IFRS is part of the IASB’s project to replace IAS 39 Financial Instruments: Recognition and Measurement; •  Addresses classification and measurement of financial assets and replaces the multiple classification and measurement models in IAS 39 with a single model that has only three classification categories: amortised cost, fair value through other comprehensive income and fair value through profit or loss; •  The classification and measurement of financial liabilities are the same as per IAS 39 barring two aspects; •  Adds the requirements related to the classification and measurement of financial liabilities, and derecognition of financial assets and liabilities to the version issued in November 2009; and •  Includes those paragraphs of IAS 39 dealing with how to measure fair value and accounting for derivatives embedded in a contract that contains a host that is not a financial asset, as well as the requirements of IFRIC 9 Reassessment of Embedded Derivatives. Management is in the process of reviewing the requirements of the standard in order to assess the impact of the standard on the Group.		1 January 2018
IFRS 15 Revenue from contracts with customers		New Standard	•  Provides a framework that replaces existing revenue recognition guidance in IFRS; •  The standard contains a single model that applies to contracts with customers and two approaches to recognising revenue: at a point in time or over time; and		1 January 2018

F-4

Accounting policies to the consolidated financial statements (continued)

1. BASIS OF PREPARATION (continued)

Standard(s) Amendment(s) Interpretation(s)	Nature of the change	Salient features of the changes	Effective Date*
		•  The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognised. Management is in the process of reviewing the requirements of the standard in order to assess the impact of the standard on the Group.
IFRS 16 Leases	New Standard	•  This IFRS sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, ie the customer (‘lessee’) and the supplier (‘lessor’); •  IFRS 16 replaces the previous leases standard, IAS 17 Leases, and related Interpretations; and •  IFRS 16 has one model for lessees which will result in almost all leases being included on the statement of financial position. No significant changes have been included for lessors. Management is in the process of reviewing the requirements of the standard in order to assess the impact of the standard on the Group.	1 January 2019

* Effective date refers to annual period beginning on or after said date.

Significant accounting judgements and estimates

Use of estimates: The preparation of the financial statements in conformity with IFRS requires the Group’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience, current and expected economic conditions, and in some cases actuarial techniques. Actual results could differ from those estimates.

The more significant areas requiring the use of management estimates and assumptions relate to mineral reserves that are the basis of future cash flow estimates and unit-of-production depreciation and amortisation calculations, provision for environmental rehabilitation costs, estimates of recoverable gold and other materials in heap leach and stockpiles inventories, asset impairments, write-downs of inventory to net realisable value, income taxes, production start date, contingencies and business combinations.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

F-5

Accounting policies to the consolidated financial statements (continued)

1. BASIS OF PREPARATION (continued)

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the financial year are discussed below.

Mineral reserves estimates

Mineral reserves are estimates of the amount of product that can be economically and legally extracted from the Group’s properties. In order to calculate the reserves, estimates and assumptions are required about a range of geological, technical and economic factors, including but not limited to quantities, grades, production techniques, recovery rates, production costs, capital expenditure, transport costs, commodity demand, commodity prices and exchange rates.

Estimating the quantity and grade of the mineral reserves requires the size, shape and depth of orebodies to be determined by analysing geological data such as the logging and assaying of drill samples. This process may require complex and difficult geological judgements and calculations to interpret the data.

The Group is required to determine and report on the mineral reserves in accordance with the South African Mineral Resource Committee (“SAMREC”) code.

Estimates of mineral reserves may change from year to year due to the change in economic assumptions used to estimate ore reserves and due to additional geological data becoming available during the course of operations. Changes in reported proven and probable reserves may affect the Group’s financial results and position in a number of ways, including the following:

• Asset carrying values may be affected due to changes in estimated cash flows or timing thereof;

• Depreciation and amortisation charges to profit or loss may change as these are calculated on the units-of-production method, or where the useful economic lives of assets change;

• Provision for environmental rehabilitation costs change where changes in ore reserves affect expectations about the timing or cost of these activities; and

• The carrying value of deferred tax assets may change due to changes in estimates of the likely recovery of the tax benefits.

Carrying value of property, plant and equipment and goodwill

All mining assets are amortised using the units-of-production method where the mine operating plan calls for production from proved and probable mineral reserves.

Mobile and other equipment are depreciated over the shorter of the estimated useful life of the asset or the estimate of mine life based on proved and probable mineral reserves.

The calculation of the units-of-production rate of amortisation could be impacted to the extent that actual production in the future is different from current forecast production based on proved and probable mineral reserves. This would generally result from the extent that there are significant changes in any of the factors or assumptions used in estimating mineral reserves. These factors could include:

• Changes in proved and probable mineral reserves;

• Differences between actual commodity prices and commodity price assumptions;

• Unforeseen operational issues at mine sites;

• Changes in capital, operating, mining, processing and reclamation costs, discount rates and foreign exchange rates; and

• Changes in mineral reserves could similarly impact the useful lives of assets depreciated on a straight-line basis, where those lives are limited to the life of the mine.

F-6

Accounting policies to the consolidated financial statements (continued)

1. BASIS OF PREPARATION (continued)

The Group reviews and tests the carrying value of long-lived assets annually or when events or changes in circumstances suggest that the carrying amount may not be recoverable by comparing the recoverable amounts to these carrying values. In addition, goodwill is tested for impairment on an annual basis. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared of recoverable amounts of each group of assets. The recoverable amounts of cash-generating units (“CGU”) and individual assets have been determined based on the higher of value-in-use and fair value less cost of disposal (“FVLCOD”) calculations. Expected future cash flows used to determine the value in use or FVLCOD of property, plant and equipment and goodwill are inherently uncertain and could materially change over time. They are significantly affected by a number of factors including reserves and production estimates, together with economic factors such as the gold and copper prices, discount rates, foreign currency exchange rates, resource valuations (determined based on comparable market transactions), estimates of costs to produce reserves and future capital expenditure.

An individual operating mine does not have an indefinite life because of the finite life of its reserves. The allocation of goodwill to an individual mine will result in an eventual goodwill impairment due to the wasting nature of the mine. In accordance with the provisions of IAS 36 Impairment of Assets, the Group performs its annual impairment review of goodwill at each financial year-end.

The Group generally used FVLCOD to determine the recoverable amount of each CGU.

Significant assumptions used in the Group’s impairment assessments (FVLCOD calculations) include:

	2016			2015
US$ Gold price per ounce - year 1		US$1,100			US$1,100
US$ Gold price per ounce - year 2		US$1,200			US$1,200
US$ Gold price per ounce - year 3 onwards		US$1,300			US$1,300
Rand Gold price per kilogramme - year 1		R500,000			R500,000
Rand Gold price per kilogramme - year 2		R550,000			R500,000
Rand Gold price per kilogramme - year 3 onwards		R600,000			R500,000
A$ Gold price per ounce - year 1		A$1,500			A$1,500
A$ Gold price per ounce - year 2		A$1,600			A$1,500
A$ Gold price per ounce - year 3 onwards		A$1,700			A$1,550
US$ Copper price per tonne - year 1		US$5,512			US$4,410
US$ Copper price per tonne - year 2		US$5,512			US$5,950
US$ Copper price per tonne - year 3 onwards		US$6,171			US$6,610
Resource value per ounce (used to calculate the value beyond proved and probable mineral reserves)		US$60			US$69
Discount rates
•     South Africa - nominal		13.5	%		14.5	%
•     Ghana - real		9.7	%		9.6	%
•     Peru - real		4.8	%		5.6	%
•     Australia - real		3.8	%		4.1	%
•     Inflation rate - South Africa		5.5	%		5.4	%
Long-term exchange rates
•     ZAR/US$ - year 1		14.14			14.14
•     ZAR/US$ - year 2		14.26			12.96
•     ZAR/US$ - year 3 onwards		14.36			11.96
•     A$/US$ - year 1		0.73			0.73
•     A$/US$ - year 2		0.75			0.80
•     A$/US$ - year 3 onwards		0.76			0.84

F-7

Accounting policies to the consolidated financial statements (continued)

1. BASIS OF PREPARATION (continued)

Following the Group’s impairment assessment, an impairment of US$66.4 million was recognised at Cerro Corona (refer note 6). There was no goodwill impairment at 31 December 2016 (refer note 14).

The FVLCOD calculations are very sensitive to the gold price assumptions and an increase or decrease in the gold price could materially change the FVLCOD.

Should there be a significant decrease in the gold price, the Group would take actions to assess the implications on the life-of-mine plans, including the determination of reserves and resources and the appropriate cost structure for the CGU’s.

The carrying amount of property, plant and equipment at 31 December 2016 was US$4,547.8 million (2015: US$4,312.4 million). The carrying value of goodwill at 31 December 2016 was US$317.8 million (2015: US$295.3 million).

Production start date

The Group assesses the stage of each mine construction project to determine when a mine moves into the production stage. The criteria used to assess the start date are determined based on the unique nature of each mine construction project. The Group considers various relevant criteria to assess when the mine is substantially complete, ready for its intended use and moves into the production stage. Some of the criteria would include, but are not limited to the following:

• the level of capital expenditure compared to the construction cost estimates;

• ability to produce metal in saleable form (within specifications); and

• ability to sustain commercial levels of production of metal.

When a mine construction project moves into the production stage, the capitalisation of certain mine construction costs ceases and costs are either regarded as inventory or expensed, except for capitalisable costs related to mining asset additions or improvements, underground mine development, deferred stripping activities or ore reserve development.

Income taxes

The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the liability for income taxes due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

The Group recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred income tax assets requires the Group to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Group to realise the net deferred tax assets recorded at the reporting date could be impacted.

Additionally, future changes in tax laws in the jurisdictions in which the Group operates could limit the ability of the Group to obtain tax deductions in future periods.

F-8

Accounting policies to the consolidated financial statements (continued)

1. BASIS OF PREPARATION (continued)

Carrying values at 31 December 2016:

• Deferred taxation liability: US$465.5 million (2015: US$487.3 million)

• Deferred taxation asset: US$48.7 million (2015: US$54.1 million)

• Taxation payable: US$107.9 million (2015: US$59.3 million)

Refer note 9 for detail of unrecognised deferred tax assets.

Provision for environmental rehabilitation costs

The Group’s mining and exploration activities are subject to various laws and regulations governing the protection of the environment. The Group recognises management’s best estimate for provision of environmental rehabilitation costs in the period in which they are incurred. Actual costs incurred in future periods could differ materially from the estimates. Additionally, future changes to environmental laws and regulations, life of mine estimates and discount rates could affect the carrying amount of this provision.

Refer note 25.1 of the consolidated financial statements for details of key assumptions used to estimate the provision.

The carrying amounts of the provision for environmental rehabilitation costs at 31 December 2016 was US$283.1 million (2015: US$275.4 million).

Stockpiles, gold in process and product inventories

Costs that are incurred in or benefit the productive process are accumulated as stockpiles, gold in process, ore on leach pads and product inventories. Net realisable value tests are performed at least annually and represent the estimated future sales price of the product based on prevailing spot metals prices at the reporting date, less estimated costs to complete production and bring the product to sale. If any inventories are expected to be realised in the long-term horizon, estimated future sales prices are used for valuation purposes.

Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, the number of contained gold ounces based on assay data, and the estimated recovery percentage based on the expected processing method. Stockpile tonnages are verified by periodic surveys.

Although the quantities of recoverable metal are reconciled by comparing the grades of ore to the quantities of metals actually recovered (metallurgical balancing), the nature of the process inherently limits the ability to precisely monitor the recoverability levels. As a result, the metallurgical balancing process is constantly monitored and engineering estimates are refined based on actual results over time.

Variations between actual and estimated quantities resulting from changes in assumptions and estimates that do not result in write downs to net realisable value are accounted for on a prospective basis.

The carrying amount of total gold-in-process and stockpiles (non-current and current) at 31 December 2016 was US$234.3 million (2015: US$189.7 million).

Contingencies

By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of such contingencies inherently involves the exercise of significant judgement and estimates of the outcome of future events. Such contingencies include, but are not limited to environmental obligations, litigation, regulatory proceedings, tax matters and losses resulting from other events and developments.

F-9

Accounting policies to the consolidated financial statements (continued)

1. BASIS OF PREPARATION (continued)

When a loss is considered probable and reasonably estimable, a liability is recorded in the amount of the best estimate for the ultimate loss. The likelihood of a loss with respect to a contingency can be difficult to predict and determining a meaningful estimate of the loss or a range of losses may not always be practicable based on the information available at the time and the potential effect of future events and decisions by third parties that will determine the ultimate resolution of the contingency. It is not uncommon for such matters to be resolved over many years, during which time relevant developments and new information is continuously evaluated to determine both the likelihood of any potential loss and whether it is possible to reasonably estimate a range of possible losses. When a loss is probable but a reasonable estimate cannot be made, disclosure is provided.

Business combinations

Determination of whether a set of assets acquired and liabilities assumed constitute the acquisition of a business or asset may require the Group to make certain judgements as to whether or not the assets acquired and liabilities assumed include the inputs, processes and outputs necessary to constitute a business as defined in IFRS 3 Business Combinations. Based on an assessment of the relevant facts and circumstances, the Group concluded that the acquisition of the Gruyere Gold Project (refer note 15.2 for details of the acquisition) did not meet the criteria for accounting as a business combination and the transaction has been accounted for as an acquisition of an asset.

2. CONSOLIDATION

2.1 Business combinations

The acquisition method of accounting is used to account for business combinations by the Group. The consideration transferred for the acquisition of a business is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred, other than those associated with the issue of debt or equity securities. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. Subsequently, the carrying amount of non-controlling interest is the amount of the interest at initial recognition plus the non-controlling interest’s share of the subsequent changes in equity.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss.

If a transaction does not meet the definition of a business under IFRS, the transaction is recorded as an asset acquisition. Accordingly, the identifiable assets acquired and liabilities assumed are measured at the fair value of the consideration paid, based on their relative fair values at the acquisition date. Acquisition-related costs are included in the consideration paid and capitalised. Any contingent consideration payable that is dependent on the purchaser’s future activity is not included in the consideration paid until the activity requiring the payment is performed. Any resulting future amounts payable are recognised in profit or loss when incurred. No goodwill and no deferred tax asset or liability arising from the assets acquired and liabilities assumed are recognised upon the acquisition of assets.

F-10

Accounting policies to the consolidated financial statements (continued)

2. CONSOLIDATION (continued)

2.2 Subsidiaries

Subsidiaries are all entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the relevant activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group until the date on which control ceases.

Inter-company transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

2.3 Transactions with non-controlling interests

The Group treats transactions with non-controlling interests that do not result in loss of control as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

2.4 Equity accounted investees

The Group’s interests in equity accounted investees comprise interests in associates and joint ventures.

Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. Joint ventures are arrangements in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.

Interests in associates and joint ventures are accounted for using the equity method. They are recognised initially at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and the other comprehensive income of equity accounted investees, until the date on which significant influence or joint control ceases.

Results of associates and joint ventures are equity accounted using the results of their most recent audited financial statements. Any losses from associates or joint ventures are brought to account in the consolidated financial statements until the interest in such associates or joint ventures is written down to zero. Thereafter, losses are accounted for only insofar as the Group is committed to providing financial support to such associates or joint ventures.

The carrying value of an investment in associate and joint ventures represents the cost of the investment, including goodwill, a share of the post-acquisition retained earnings and losses, any other movements in reserves and any accumulated impairment losses. The carrying value is assessed annually for existence of indicators of impairment and if such exist, the carrying amount is compared to the recoverable amount, being the higher of value in use or fair value less cost of disposal. If an impairment in value has occurred, it is recognised in the period in which the impairment arose.

2.5 Joint operations

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the use of assets and obligations for the liabilities of the arrangement. The Group accounts for activities under joint operations by recognising in relation to the joint operation, the assets it controls and the liabilities it incurs, the expenses it incurs and the revenue from the sale or use of its share of the joint operations output.

F-11

Accounting policies to the consolidated financial statements (continued)

3. FOREIGN CURRENCIES

3.1 Functional and presentation currency

Items included in the financial statements of each of the Group entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in US Dollar.

3.2 Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies, are recognised in profit or loss. Translation differences on available-for-sale equities are included in other comprehensive income.

3.3 Foreign operations

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

Assets and liabilities are translated at the exchange rate ruling at the reporting date (ZAR/US$: 14.03; US$/A$: 0.72 (2015: ZAR/US$: 15.10; US$/A$: 0.73)). Equity items are translated at historical rates. The income and expenses are translated at the average exchange rate for the year (ZAR/US$: 14.70; US$/A$: 0.75 (2015: ZAR/US$: 12.68; US$/A$: 0.75 and 2014: ZAR/US$: 10.82; US$/A$: 0.90)), unless this average was not a reasonable approximation of the rates prevailing on the transaction dates, in which case these items were translated at the rate prevailing on the date of the transaction. Exchange differences on translation are accounted for in other comprehensive income. These differences will be recognised in profit or loss upon realisation of the underlying operation.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations (ie the reporting entity’s interest in the net assets of that operation), and of borrowings and other currency instruments designated as hedges of such investments, are taken to other comprehensive income. When a foreign operation is sold, exchange differences that were recorded in other comprehensive income are recognised in profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to non-controlling interest. When the Group disposes of only part of an associate or joint venture while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and are translated at each reporting date at the closing rate.

4. PROPERTY, PLANT AND EQUIPMENT

4.1 Mine development and infrastructure

Mining assets, including mine development and infrastructure costs and mine plant facilities, are recorded at cost less accumulated depreciation and accumulated impairment losses.

Expenditure incurred to evaluate and develop new orebodies, to define mineralisation in existing orebodies and to establish or expand productive capacity, is capitalised until commercial levels of production are achieved, at which times the costs are amortised as set out below.

F-12

Accounting policies to the consolidated financial statements (continued)

4. PROPERTY, PLANT AND EQUIPMENT (continued)

Development of orebodies includes the development of shaft systems and waste rock removal that allows access to reserves that are economically recoverable in the future. Subsequent to this, costs are capitalised if the criteria for recognition as an asset are met.

4.2 Borrowing costs

Borrowing costs incurred in respect of assets requiring a substantial period of time to prepare for their intended future use are capitalised to the date that the assets are substantially completed.

4.3 Mineral and surface rights

Mineral and surface rights are recorded at cost less accumulated amortisation and accumulated impairment losses. When there is little likelihood of a mineral right being exploited, or the fair value of mineral rights has diminished below cost, an impairment loss is recognised in profit or loss in the year that such determination is made.

4.4 Land

Land is shown at cost and is not depreciated.

4.5 Other assets

Non-mining assets are recorded at cost less accumulated depreciation and accumulated impairment losses. These assets include the assets of the mining operations not included in mine development and infrastructure, borrowing costs, mineral and surface rights and land and all the assets of the non-mining operations.

4.6 Amortisation and depreciation of mining assets

Amortisation and depreciation is determined to give a fair and systematic charge to profit or loss taking into account the nature of a particular ore body and the method of mining that ore body. To achieve this, the following calculation methods are used:

• mining assets, including mine development and infrastructure costs, mine plant facilities and evaluation costs, are amortised over the life of the mine using the units-of-production method, based on estimated proved and probable ore reserves;

• stripping activity assets are amortised on a units-of-production method, based on the estimated proved and probable ore reserves of the ore body to which the assets relate; and

• where it is anticipated that the mine life will significantly exceed the proved and probable reserves, the mine life is estimated using a methodology that takes account of current exploration information to assess the likely recoverable gold from a particular area. Such estimates are adjusted for the level of confidence in the assessment and the probability of conversion to reserves. The probability of conversion is based on historical experience of similar mining and geological conditions.

Proved and probable ore reserves reflect estimated quantities of economically recoverable reserves, which can be recovered in future from known mineral deposits.

Certain mining plant and equipment included in mine development and infrastructure is depreciated on a straight-line basis over the lesser of their estimated useful lives or life of mine.

F-13

Accounting policies to the consolidated financial statements (continued)

4. PROPERTY, PLANT AND EQUIPMENT (continued)

4.7 Depreciation of non-mining assets

Non-mining assets are recorded at cost and depreciated on a straight-line basis over their current expected useful lives to their residual values as follows:

• Vehicles – 20%

• Computers – 33.3%

• Furniture and equipment – 10%

The assets’ useful lives, depreciation methods and residual values are reassessed at each reporting date and adjusted if appropriate.

4.8 Mining exploration

Expenditure on advances solely for exploration activities is charged against profit or loss until the viability of the mining venture has been proven. Expenditure incurred on exploration “farm-in” projects is written off until an ownership interest has vested. Exploration expenditure to define mineralisation at existing ore bodies is considered mine development costs and is capitalised until commercial levels of production are achieved.

Exploration activities at certain of the Group’s non-South African operations are broken down into defined areas within the mining lease boundaries. These areas are generally defined by structural and geological continuity. Exploration costs in these areas are capitalised to the extent that specific exploration programmes have yielded targets and/or results that warrant further exploration in future years.

4.9 Impairment

Recoverability of the carrying values of long-term assets or cash-generating units of the Group are reviewed annually or whenever events or changes in circumstances indicate that such carrying value may not be recoverable. To determine whether a long-term asset or cash-generating unit may be impaired, the higher of “value in use” (defined as: “the present value of future cash flows expected to be derived from an asset or cash-generating unit”) or “fair value less costs of disposal” (defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date”) is compared to the carrying value of the asset/ CGU. Impairment losses are recognised in profit or loss.

A cash-generating unit is defined by the Group as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Generally for the Group this represents an individual operating mine, including mines which are part of a larger mine complex. The costs attributable to individual shafts of a mine are impaired if the shaft is closed.

Exploration targets in respect of which costs have been capitalised at certain of the Group’s international operations are evaluated on an annual basis to ensure that these targets continue to support capitalisation of the underlying costs. Those that do not are impaired.

When any infrastructure is closed down during the year, any carrying value attributable to that infrastructure is impaired.

4.10 Gain or loss on disposal of property, plant and equipment

Any gain or loss on disposal of property, plant and equipment (calculated as the net proceeds from disposal less the carrying amount of the item) is recognised in profit or loss.

F-14

Accounting policies to the consolidated financial statements (continued)

4. PROPERTY, PLANT AND EQUIPMENT (continued)

4.11 Leases

At the inception of an arrangement, the Group determines whether the arrangement contains a lease. Leases that transfer to the Group substantially all of the risks and rewards of ownership are classified as finance leases. All other leases are classified as operating leases and are not recognised in the statement of financial position.

Operating lease costs are charged against profit or loss on a straight-line basis over the period of the lease.

4.12 Deferred stripping

Production stripping costs in a surface mine are capitalised to property, plant and equipment if, and only if, all of the following criteria are met:

• It is probable that the future economic benefit associated with the stripping activity will flow to the entity;

• The entity can identify the component of the ore body for which access has been improved; and

• The costs relating to the stripping activity associated with that component can be measured.

If the above criteria are not met, the stripping costs are recognised directly in profit or loss.

The Group initially measures the stripping activity asset at cost, this being the accumulation of costs directly incurred to perform the stripping activity that improves access to the identified component of ore.

After initial recognition, the stripping activity asset is carried at cost less accumulated amortisation and accumulated impairment losses.

5. GOODWILL

Goodwill is stated at cost less accumulated impairment losses. Goodwill on acquisition of equity accounted investees is tested for impairment as part of the carrying amount of the investment in associate or joint venture whenever there is any objective evidence that the investment may be impaired. Goodwill on acquisition of a subsidiary is assessed annually or whenever there are impairment indicators to establish whether there is any indication of impairment to goodwill. A write-down is made if the carrying amount exceeds the recoverable amount. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill allocated to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose.

6. TAXATION

Income tax comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax is measured on taxable income at the applicable statutory rate substantively enacted at the reporting date.

Deferred taxation is provided on temporary differences existing at each reporting date between the tax values of assets and liabilities and their carrying amounts. Substantively enacted tax rates are used to determine future anticipated effective tax rates which in turn are used in the determination of deferred taxation.

F-15

Accounting policies to the consolidated financial statements (continued)

6. TAXATION (continued)

The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

These temporary differences are expected to result in taxable or deductible amounts in determining taxable profits for future periods when the carrying amount of the asset is recovered or the liability is settled.

Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and equity accounted investees except where the reversal of the temporary difference can be controlled and it is probable that the difference will not reverse in the foreseeable future.

Deferred tax assets relating to the carry forward of unutilised tax losses and/or deductible temporary differences are recognised to the extent it is probable that future taxable profit will be available against which the unutilised tax losses and/or deductible temporary differences can be recovered. Deferred tax assets are reviewed at each reporting date and are adjusted if recovery is no longer probable.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

No provision is made for any potential taxation liability on the distribution of retained earnings by Group companies as it is probable that the related taxable temporary differences will not reverse in the foreseeable future.

7. INVENTORIES

Inventories are valued at the lower of cost and net realisable value. Gold on hand represents production on hand after the smelting process. Due to the different nature of the Group’s non-South African operations, gold-in-process for such operations represents either production in broken ore form, gold in circuit or production from the time of placement on heap leach pads.

Cost is determined on the following basis:

• Gold on hand and gold-in-process is valued using weighted average cost. Cost includes production, amortisation and related administration costs;

• Heap leach and stockpiles inventories are valued using weighted average cost. Cost includes production, amortisation and related administration costs. The cost of materials on the heap leach and stockpiles from which metals are expected to be recovered in a period longer than 12 months is classified as non-current assets; and

• Consumable stores are valued at weighted average cost, after appropriate provision for redundant and slow-moving items.

Net realisable value is determined with reference to relevant market prices or the estimated future sales price of the product if it is expected to be realised in the long term.

8. FINANCIAL INSTRUMENTS

8.1 Non-derivative financial assets and liabilities

The Group classifies non-derivative financial assets into the following categories: financial assets at fair value through profit or loss, held-to-maturity financial assets, loans and receivables and available-for-sale financial assets.

F-16

Accounting policies to the consolidated financial statements (continued)

8. FINANCIAL INSTRUMENTS (continued)

8.1 Non-derivative financial assets and liabilities (continued)

The Group classifies non-derivative financial liabilities into the other financial liabilities category.

The Group initially recognises loans and receivables on the date they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial asset when the contractual rights to the cash flows in a transaction in which substantially all the risks and rewards of the ownership of the financial asset are transferred. The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. Any interest in such transferred financial asset that is created or retained by the Group is recognised as a separate asset or liability. The particular recognition and measurement methods adopted are disclosed in the individual policy statements associated with each item.

A financial asset not classified as fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset and the loss event(s) had an impact on the estimated future cash flows of that asset that can be estimated reliably. Objective evidence that financial assets are impaired includes default or delinquency by a debtor, indications that a debtor will enter bankruptcy, economic conditions that correlate with defaults or the disappearance of an active market for a security.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance against loans and receivables. When an event occurring after the impairment loss was recognised causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss. A significant decline in the fair value of an available-for-sale financial asset below its cost is objective evidence of impairment. Impairment losses on available-for-sale financial assets are recognised by reclassifying the losses accumulated in the fair value adjustment reserve in other comprehensive income to profit or loss. Impairment losses charged to the income statement on available-for-sale financial assets are not reversed.

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends to settle them on a net basis or to realise the asset and settle the liability simultaneously.

8.1.1 Investments

Investments comprise (1) investments in listed companies which are classified as available-for-sale and are accounted for at fair value, with unrealised gains and losses subsequent to initial recognition recognised in other comprehensive income and included in other reserves, and released to profit or loss when the investments are sold or impaired; and (2) investments in unlisted companies which are accounted for at cost and adjusted for impairment where appropriate.

Purchases and sales of investments are recognised on the trade date, which is the date that the Group commits to purchase or sell the asset. Cost of purchase includes transaction costs. The fair value of listed investments is based on quoted bid prices.

On disposal or impairment of available-for-sale financial assets, cumulative unrealised gains and losses previously recognised in other comprehensive income are included in determining the profit or loss on disposal, or impairment charge relating to, that financial asset, respectively, which is recognised in profit or loss.

F-17

Accounting policies to the consolidated financial statements (continued)

8. FINANCIAL INSTRUMENTS (continued)

8.1 Non-derivative financial assets and liabilities (continued)

8.1.2 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, demand deposits and short-term, highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value and are measured at amortised cost which is deemed to be fair value as they have a short-term maturity (less than 12 months).

Bank overdrafts are included within current liabilities in the statement of financial position and within cash and cash equivalents in the statement of cash flows.

8.1.3 Trade receivables

Trade receivables are initially recognised at fair value and subsequently carried at amortised cost less allowance for impairment, except for trade receivables from provisional copper and gold concentrate sales. Estimates made for impairment are based on a review of all outstanding amounts at year-end. Irrecoverable amounts are written off during the year in which they are identified.

The trade receivables from provisional copper and gold concentrate sales are marked-to-market at the end of each period until final settlement occurs, with changes in fair value classified as provisional price adjustments and included as a component of revenue.

8.1.4 Trade payables

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

8.1.5 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred, where applicable and subsequently measured at amortised cost using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

Interest payable on borrowings is recognised in profit or loss over the term of the borrowings using the effective interest method.

Finance expense comprises interest on borrowings and environmental rehabilitation liability offset by interest capitalised on qualifying assets.

Cash flows from interest paid are classified under operating activities in the statement of cash flows.

8.2 Derivative financial instruments

The Group’s general policy with regards to its exposure to the dollar gold price is to remain unhedged. The Group may from time to time establish currency and/or interest rate and/or commodity financial instruments to protect underlying cash flows.

On the date a derivative contract is entered into, the Group designates the derivative as (1) a hedge of the fair value of a recognised asset or liability (fair value hedge), (2) a hedge of a forecast transaction or a firm commitment (cash flow hedge), (3) a hedge of a net investment in a foreign entity, or (4) should the derivative not fall into one of the three categories above it is not regarded as a hedge.

F-18

Accounting policies to the consolidated financial statements (continued)

8. FINANCIAL INSTRUMENTS (continued)

8.2 Derivative financial instruments (continued)

Derivative financial instruments are initially recognised in the statement of financial position at fair value and subsequently remeasured at their fair value, unless they meet the criteria for the normal purchases normal sales exemption.

Provided the Group’s derivative transactions do not qualify for hedge accounting, changes in the fair value of such derivatives are recognised immediately in profit or loss.

8.3 Embedded derivatives

The Group assesses whether an embedded derivative is required to be separated from a host contract and accounted for as a derivative when the Group first becomes a party to a contract.

Embedded derivatives are separated from the host contract and accounted for separately if:

• the economic characteristics and risks of the host contract and the embedded derivative are not closely related;

• a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and

• the combined instrument is not measured at fair value through profit or loss.

Subsequent reassessment is not performed unless there is a change in the terms of the contract that significantly modifies the cash flows.

9. NON-CURRENT ASSETS HELD FOR SALE

Non-current assets (or disposal groups) comprising assets and liabilities, are classified as held for sale or held for distribution if it is highly probable they will be recovered primarily through sale or distribution rather than through continuing use. These assets may be a component of an entity, a disposal group or an individual non-current asset.

Non-current assets held for sale or distribution are stated at the lower of carrying amount and fair value less cost of disposal. Impairment losses on initial classification as held for sale and subsequent gains or losses on remeasurement are recognised in profit or loss. Once classified as held for sale or distribution, property, plant and equipment is no longer amortised or depreciated.

10. PROVISIONS

Provisions are recognised when the Group has a present legal or constructive obligation resulting from past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

11. PROVISION FOR ENVIRONMENTAL REHABILITATION COSTS

Long-term provisions for environmental rehabilitation costs are based on the Group’s environmental management plans, in compliance with applicable environmental and regulatory requirements.

Rehabilitation work can include facility decommissioning and dismantling, removal or treatment of waste materials, site and land rehabilitation, including compliance with and monitoring of environmental regulations, security and other site-related costs required to perform the rehabilitation work and operations of equipment designed to reduce or eliminate environmental effects.

F-19

Accounting policies to the consolidated financial statements (continued)

11. PROVISION FOR ENVIRONMENTAL REHABILITATION COSTS (continued)

Full provision is made based on the net present value of the estimated cost of restoring the environmental disturbance that has occurred up to the reporting date. The unwinding of the obligation is accounted for in profit or loss.

The estimated costs of rehabilitation are reviewed annually and adjusted as appropriate for changes in legislation, technology or other circumstances. Cost estimates are not reduced by the potential proceeds from the sale of assets or from plant clean up at closure.

Changes in estimates are capitalised or reversed against the relevant asset, except where a reduction in the provision is greater than the remaining net book value of the related asset, in which case the value is reduced to nil and the remaining adjustment is recognised in profit or loss. In the case of closed sites, changes in estimates and assumptions are recognised in profit or loss. Estimates are discounted at the risk-free rate in the jurisdiction of the obligation.

Increases due to additional environmental disturbances are capitalised and amortised over the remaining lives of the mines. These increases are accounted for on a net present value basis.

For the South African and Ghanaian operations, annual contributions are made to a dedicated rehabilitation trust fund to fund the estimated cost of rehabilitation during and at the end of the life of mine. The amounts contributed to these trust funds are included under non-current assets. Interest earned on monies paid to rehabilitation trust funds is accrued on a time proportion basis and is recorded as interest income. This trust is consolidated for Group purposes.

In respect of the South African operation and all non-South African operations, bank and other guarantees are also provided for funding of the environmental rehabilitation obligations.

12. EMPLOYEE BENEFITS

12.1 Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

12.2 Pension and provident funds

The Group operates a defined contribution retirement plan and contributes to a number of industry-based defined contribution retirement plans. The retirement plans are funded by payments from employees and Group companies.

Contributions to defined contribution funds are recognised as an employee benefit expense in profit or loss in the periods during which related services are rendered by employees.

12.3 Share-based payments

The Group operates a number of equity-settled compensation plans. The fair value of the equity-settled instruments is measured by reference to the fair value of the equity instrument granted which in turn is determined using the modified Black Scholes and Monte Carlo simulation models on the date of grant.

Fair value is based on market prices of the equity-settled instruments granted, if available, taking into account the terms and conditions upon which those equity-settled instruments were granted. Fair value of equity-settled instruments granted is estimated using appropriate valuation models and appropriate

F-20

Accounting policies to the consolidated financial statements (continued)

12. EMPLOYEE BENEFITS (continued)

12.3 Share-based payments (continued)

assumptions at grant date. Non-market vesting conditions (service period prior to vesting) are not taken into account when estimating the fair value of the equity-settled instruments at grant date. Market conditions are taken into account in determining the fair value at grant date.

The fair value of the equity-settled instruments is recognised as an employee benefit expense over the vesting period based on the Group’s estimate of the number of instruments that will eventually vest, with a corresponding increase in equity. Vesting assumptions for non-market conditions are reviewed at each reporting date to ensure they reflect current expectations.

Where the terms of an equity-settled award are modified, the originally determined expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification, which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the participant as measured at the date of the modification.

12.4 Long-term incentive plan

The Group operates a long-term incentive plan.

The Group’s net obligation in respect of the long-term incentive plan is the amount of future benefit that employees have earned in return for their services in the current and prior periods. That benefit is estimated using appropriate assumptions and is discounted to determine its present value at each reporting date. Re-measurements are recognised in profit or loss in the period in which they arise.

12.5 Termination benefits

Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. Termination benefits are expensed at the earlier of the date the Group can no longer withdraw the offer of those benefits or the date the Group recognises costs for a restructuring. Benefits falling due more than 12 months after the reporting date are discounted to present value.

13. SHARE CAPITAL

13.1 Ordinary share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

13.2 Repurchase and reissue of share capital

When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are deducted from equity. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is presented in share premium.

14. REVENUE RECOGNITION

Revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and the amount of revenue can be reliably measured. Revenue is stated at the fair value of the consideration received or receivable.

F-21

Accounting policies to the consolidated financial statements (continued)

14. REVENUE RECOGNITION (continued)

Revenue arising from gold, copper and silver sales is recognised when the significant risks and rewards of ownership pass to the buyer. The price of gold, copper and silver is determined by market forces.

Copper and gold concentrate revenue is calculated, net of refining and treatment charges, on a best estimate basis on shipment date, using forward metal prices to the estimated final pricing date, adjusted for the specific terms of the agreements. Variations between the price recorded at the shipment date and the actual final price received are caused by changes in prevailing copper prices, and result in an embedded derivative in the trade receivable. The embedded derivative is marked-to-market each period until final settlement occurs, with changes in fair value classified as provisional price adjustments and included as a component of revenue.

15. INVESTMENT INCOME

Investment income comprises interest income on funds invested and dividend income from listed and unlisted investments.

Investment income is recognised to the extent that it is probable that economic benefits will flow to the Group and the amount of investment income can be reliably measured. Investment income is stated at the fair value of the consideration received or receivable.

15.1 Dividends, which include capitalisation dividends, are recognised when the right to receive payment is established.

15.2 Interest income is recognised on a time proportion basis taking account of the principal outstanding and the effective rate over the period to maturity.

Cash flows from dividends and interest received are classified under operating activities in the statement of cash flows.

16. DIVIDENDS DECLARED

Dividends and the related taxation thereon are recognised only when such dividends are declared.

Dividends withholding tax is a tax on shareholders receiving dividends and is applicable to all dividends paid. The Group withholds dividends tax on behalf of its shareholders at a rate of 15% on dividends paid before 22 February 2017 and 20% on dividends paid after this date. Amounts withheld are not recognised as part of the Group’s tax charge but rather as part of the dividend paid recognised directly in equity.

Cash flows from dividends paid are classified under operating activities in the statement of cash flows.

17. EARNINGS PER SHARE

The Group presents basic and diluted earnings per share. Basic earnings per share is calculated based on the profit attributable to ordinary shareholders divided by the weighted average number of ordinary shares in issue during the period. Diluted earnings per share is determined by adjusting the profit attributable to ordinary shareholders, if applicable, and the weighted average number of ordinary shares in issue for ordinary shares that may be issued in the future.

18. SEGMENTAL REPORTING

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker and is based on individual mining operations. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Executive Committee that makes strategic decisions.

F-22

Consolidated income statements

for the year ended 31 December

Figures in millions unless otherwise stated

		UNITED STATES DOLLAR
	Notes	2016			2015			2014
Revenue	1		2,749.5			2,545.4			2,868.8
Cost of sales	2		(2,066.7	)		(2,066.1	)		(2,334.4	)
Net operating profit			682.8			479.3			534.4
Investment income	3		8.3			6.3			4.2
Finance expense	4		(78.3	)		(82.9	)		(99.2	)
Gain/(loss) on financial instruments			14.4			(4.7	)		(11.5	)
Foreign exchange (loss)/gain			(6.4	)		9.5			8.4
Other costs, net			(16.8	)		(21.2	)		(62.5	)
Share-based payments	5		(14.4	)		(10.9	)		(26.0	)
Long-term incentive plan	26		(11.0	)		(5.3	)		(8.7	)
Exploration expense			(92.2	)		(53.5	)		(47.2	)
Share of results of equity accounted investees after taxation	15		(2.3	)		(5.7	)		(2.4	)
Restructuring costs			(11.7	)		(9.3	)		(42.0	)
Impairment of investments and assets	6		(76.5	)		(221.1	)		(26.7	)
Profit on disposal of investments			2.3			0.1			0.5
Profit on disposal of Chucapaca	32		—			—			4.6
Profit/(loss) on disposal of assets	15.1(b)		48.0			(0.1	)		(1.3	)
Profit before royalties and taxation	7		446.2			80.5			224.6
Royalties	8		(80.4	)		(76.0	)		(86.1	)
Profit before taxation			365.8			4.5			138.5
Mining and income taxation	9		(192.1	)		(247.1	)		(118.1	)
Profit/(loss) for the year			173.7			(242.6	)		20.4
Profit/(loss) attributable to:
- Owners of the parent			162.8			(242.1	)		12.8
- Non-controlling interest holders			10.9			(0.5	)		7.6
			173.7			(242.6	)		20.4
Earnings/(loss) per share attributable to owners of the parent:
Basic earnings/(loss) per share - cents	10.1		20			(31	)		2
Diluted basic earnings/(loss) per share - cents	10.2		20			(31	)		2

The accompanying notes form an integral part of these financial statements.

F-23

Consolidated statements of comprehensive income

for the year ended 31 December

Figures in millions unless otherwise stated

	UNITED STATES DOLLAR
	2016			2015			2014
Profit/(loss) for the year		173.7			(242.6	)		20.4
Other comprehensive income, net of tax1, 2		121.4			(636.6	)		(320.1	)
Marked-to-market valuation of listed investments		(8.3	)		0.4			2.8
Reclassification of realised gain on disposal of listed investments		—			—			(1.8	)
Foreign currency translation adjustments		129.7			(637.0	)		(321.1	)
Total comprehensive income for the year		295.1			(879.2	)		(299.7	)
Attributable to:
- Owners of the parent		284.2			(878.7	)		(308.9	)
- Non-controlling interest holders		10.9			(0.5	)		9.2
		295.1			(879.2	)		(299.7	)

1 All items can be subsequently reclassified to the income statement.

2 Includes deferred tax of US$nil (2015: US$nil and 2014: US$nil).

The accompanying notes form an integral part of these financial statements.

F-24

Consolidated statements of financial position

at 31 December

Figures in millions unless otherwise stated

	UNITED STATES DOLLAR
	Notes		2016			2015
ASSETS
Non-current assets				5,282.0			4,969.6
Property, plant and equipment		13		4,547.8			4,312.4
Goodwill		14		317.8			295.3
Inventories		19		132.8			132.8
Equity-accounted investees		15.1		170.7			129.1
Investments		17		19.7			10.9
Environmental trust funds		18		44.5			35.0
Deferred taxation		23		48.7			54.1
Current assets				1,052.7			908.1
Inventories		19		329.4			298.2
Trade and other receivables		20		170.2			168.9
Cash and cash equivalents		21		526.7			440.0
Assets held for sale		12		26.4			1.0
Total assets				6,334.7			5,877.7
EQUITY AND LIABILITIES
Equity attributable to owners of the parent				3,067.0			2,656.1
Share capital		22		59.6			58.1
Share premium				3,562.9			3,412.9
Other reserves				(2,126.4	)		(2,262.2	)
Retained earnings				1,570.9			1,447.3
Non-controlling interest				122.6			111.9
Total equity				3,189.6			2,768.0
Non-current liabilities				2,285.7			2,545.6
Deferred taxation		23		465.5			487.3
Borrowings		24		1,504.9			1,761.6
Provisions		25		291.7			284.1
Long-term incentive plan		26		23.6			12.6
Current liabilities				859.4			564.1
Trade and other payables		27		543.3			427.6
Royalties payable		30		20.2			18.5
Taxation payable		31		107.9			59.3
Current portion of borrowings		24		188.0			58.7
Total equity and liabilities				6,334.7			5,877.7

The accompanying notes form an integral part of these financial statements.

F-25

Consolidated statements of changes in equity

for the year ended 31 December

Figures in millions unless otherwise stated

	UNITED STATES DOLLAR
	Number of ordinary shares in issue		Share capital and share premium		Accumulated other comprehensive income  1			Other reserves  2		Retained earnings			Equity attributable to owners of the parent			Non- controlling interest			Total equity
Balance at 31 December 2013		767,160,263		3,470.7		(1,445.1	)		104.3		1,721.5			3,851.4			193.8			4,045.2
Profit for the year		—		—		—			—		12.8			12.8			7.6			20.4
Other comprehensive income		—		—		(321.7	)		—		—			(321.7	)		1.6			(320.1	)
Total comprehensive income		—		—		(321.7	)		—		12.8			(308.9	)		9.2			(299.7	)
Dividends declared		—		—		—			—		(29.8	)		(29.8	)		(10.7	)		(40.5	)
Share-based payments		—		—		—			26.0		—			26.0			—			26.0
Disposal of subsidiary (refer note 32)		—		—		—			—		—			—			(69.8	)		(69.8	)
Equity contributions from non-controlling interest holders		—		—		—			—		—			—			2.0			2.0
Exercise of employee share options		4,256,228		0.1		—			—		—			0.1			—			0.1
Balance at 31 December 2014		771,416,491		3,470.8		(1,766.8	)		130.3		1,704.5			3,538.8			124.5			3,663.3
Loss for the year		—		—		—			—		(242.1	)		(242.1	)		(0.5	)		(242.6	)
Other comprehensive income		—		—		(636.6	)		—		—			(636.6	)		—			(636.6	)
Total comprehensive income		—		—		(636.6	)		—		(242.1	)		(878.7	)		(0.5	)		(879.2	)
Dividends declared		—		—		—			—		(15.1	)		(15.1	)		(12.1	)		(27.2	)
Share-based payments		—		—		—			10.9		—			10.9			—			10.9
Exercise of employee share options		5,177,671		0.2		—			—		—			0.2			—			0.2
Balance at 31 December 2015		776,594,162		3,471.0		(2,403.4	)		141.2		1,447.3			2,656.1			111.9			2,768.0
Profit for the year		—		—		—			—		162.8			162.8			10.9			173.7
Other comprehensive income		—		—		121.4			—		—			121.4			—			121.4
Total comprehensive income		—		—		121.4			—		162.8			284.2			10.9			295.1
Dividends declared		—		—		—			—		(39.2	)		(39.2	)		(0.2	)		(39.4	)
Share-based payments		—		—		—			14.4		—			14.4			—			14.4
Shares issued3		38,857,913		151.5		—			—		—			151.5			—			151.5
Exercise of employee share options		5,154,870		—		—			—		—			—			—			—
Balance at 31 December 2016		820,606,945		3,622.5		(2,282.0	)		155.6		1,570.9			3,067.0			122.6			3,189.6

(1) Accumulated other comprehensive income mainly comprises foreign currency translation.

(2) Other reserves include share-based payments and share of equity investee’s other comprehensive income. The aggregate of Accumulated other comprehensive income and Other reserves in the consolidated statement of changes in equity is disclosed in the Consolidated statement of financial position as other reserves.

(3) During 2016, Gold Fields completed a US$151.5 million (R2.3 billion) accelerated equity raising by way of a private placement to institutional investors. A total number of 38,857,913 new Gold Fields shares were placed at a price of R59.50 per share which represented a 6% discount to the 30-day volume weighted average traded price, for the period 17 March 2016 and a 0.7% discount to the 50-day moving average.

The net proceeds from the placement was used to refinance the US$1,510 million term loan and revolving credit facilities. The new facilities amount to US$1,290 million. Refer note 24 for further details.

The accompanying notes form an integral part of these financial statements.

F-26

Consolidated statements of cash flows

for the year ended 31 December

Figures in millions unless otherwise stated

		UNITED STATES DOLLAR
	Notes	2016			2015			2014
Cash flows from operating activities			917.5			743.9			808.5
Cash generated by operations	28		1,270.1			1,005.4			1,061.3
Interest received			7.3			5.9			3.6
Dividends received			—			—			0.1
Change in working capital	29		(2.7	)		43.6			83.7
Cash generated by operating activities			1,274.7			1,054.9			1,148.7
Interest paid			(81.7	)		(86.8	)		(103.8	)
Royalties paid	30		(78.7	)		(76.9	)		(88.8	)
Taxation paid	31		(156.1	)		(118.4	)		(105.3	)
Net cash from operations			958.2			772.8			850.8
Dividends paid			(40.7	)		(28.9	)		(42.3	)
- Owners of the parent			(39.2	)		(15.1	)		(29.8	)
- Non-controlling interest holders			(0.2	)		(12.1	)		(10.6	)
- South Deep BEE dividend			(1.3	)		(1.7	)		(1.9	)
Cash flows from investing activities			(867.9	)		(651.5	)		(530.9	)
Additions to property, plant and equipment			(649.9	)		(634.1	)		(608.9	)
Proceeds on disposal of property, plant and equipment			2.3			3.1			4.9
Proceeds on disposal of Chucapaca	32		—			—			81.0
Purchase of Gruyere Gold project assets	15.2		(197.1	)		—			—
Purchase of investments			(12.7	)		(3.0	)		(4.4	)
Proceeds on disposal of investments			4.4			—			6.4
Environmental trust funds and rehabilitation payments			(14.9	)		(17.5	)		(9.9	)
Cash flows from financing activities			37.0			(88.3	)		(125.9	)
Equity contributions from non-controlling interest holders			—			—			2.0
Shares issued			151.5			—			—
Loans raised			1,298.7			506.0			463.9
Loans repaid			(1,413.2	)		(594.3	)		(591.8	)
Net cash generated			86.6			4.1			151.7
Effect of exchange rate fluctuation on cash held			0.1			(22.1	)		(18.7	)
Cash and cash equivalents at beginning of the year			440.0			458.0			325.0
Cash and cash equivalents at end of the year	21		526.7			440.0			458.0

The accompanying notes form an integral part of these financial statements.

F-27

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

1. REVENUE

	UNITED STATES DOLLAR
	2016		2015		2014
Revenue from mining operations		2,749.5		2,545.4		2,868.8

2. COST OF SALES

	UNITED STATES DOLLAR
	2016			2015			2014
Salaries and wages		(409.5	)		(389.6	)		(448.1	)
Consumable stores		(353.9	)		(389.2	)		(441.2	)
Utilities		(175.1	)		(167.9	)		(199.2	)
Mine contractors		(318.2	)		(294.9	)		(351.0	)
Other		(176.3	)		(189.7	)		(245.4	)
Operating costs		(1,433.0	)		(1,431.3	)		(1,684.9	)
Gold inventory change		45.5			(24.9	)		7.2
Operating costs including gold inventory change		(1,387.5	)		(1,456.2	)		(1,677.7	)
Amortisation and depreciation		(679.2	)		(609.9	)		(656.7	)
Total cost of sales		(2,066.7	)		(2,066.1	)		(2,334.4	)

3. INVESTMENT INCOME

	UNITED STATES DOLLAR
	2016		2015		2014
Dividends received		—		—		0.1
Interest received - environmental trust funds		1.0		0.4		0.5
Interest received - cash balances		7.3		5.9		3.6
Total investment income		8.3		6.3		4.2

4. FINANCE EXPENSE

	UNITED STATES DOLLAR
	2016			2015			2014
Interest expense – environmental rehabilitation		(10.9	)		(11.7	)		(18.4	)
Interest expense – borrowings		(82.5	)		(87.8	)		(105.0	)
Borrowing costs capitalised		15.1			16.6			24.2
Total finance expense		(78.3	)		(82.9	)		(99.2	)

F-28

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

5. SHARE-BASED PAYMENTS

The Group granted equity-settled instruments comprising share options and restricted shares to executive directors, certain officers and employees. During the year ended 31 December 2016, the following share plans were in place: The Gold Fields Limited 2005 Share Plan, the Gold Fields Limited 2012 Share Plan and the Gold Fields Limited 2012 Share Plan as amended in 2016. During 2016, the Gold Fields Limited 2012 Share Plan as amended in 2016 was introduced to replace the LTIP. Allocations under this plan were made during 2016.

The following information is available for each plan:

	UNITED STATES DOLLAR
	2016		2015		2014
(a) Gold Fields Limited 2005 Share Plan		—		—		1.7
(b)(i) Gold Fields Limited 2012 Share Plan
- Performance shares		1.9		8.2		12.0
- Bonus shares		—		2.7		12.3
(b)(ii) Gold Fields Limited 2012 Share Plan amended
- Performance shares		12.5		—		—
Total included in profit or loss for the year		14.4		10.9		26.0

(a) Gold Fields Limited 2005 Share Plan

At the Annual General Meeting on 17 November 2005, shareholders approved the adoption of the Gold Fields Limited 2005 Share Plan to replace the GF Management Incentive Scheme approved in 1999. The plan provided for two methods of participation, namely the Performance Allocated Share Appreciation Rights Method (“SARS”) and the Performance Vesting Restricted Share Method (“PVRS”). This plan sought to attract, retain, motivate and reward participating employees on a basis which sought to align the interests of such employees with those of the Company’s shareholders. No further allocations of options under this plan are being made following the introduction of the Gold Fields Limited 2012 Share Plan (see below) and the plan will be closed once all options have been exercised or forfeited. Currently, the last date of expiry is 1 December 2017.

The following table summarises the movement of share options under the Gold Fields Limited 2005 Share Plan during the years ended 31 December 2016, 2015 and 2014:

	2016							2015							2014
	Performance vesting restricted shares (“PVRS”)		Share appreciation rights (“SARS”)			Average instrument price (US$)		Performance vesting restricted shares (“PVRS”)		Share appreciation rights (“SARS”)			Average instrument price (US$)		Performance vesting restricted shares (“PVRS”)			Share appreciation rights (“SARS”)			Average instrument price (US$)
Outstanding at beginning of the year		—		1,025,178			6.03		—		1,818,261			7.89		1,230,971			3,151,728			8.89
Movement during the year:
Exercised and released		—		—			—		—		—			—		(1,217,700	)		—			—
Forfeited		—		(494,567	)		5.27		—		(793,083	)		7.34		(13,271	)		(1,333,467	)		8.62
Outstanding at end of the year (vested)		—		530,611			7.39		—		1,025,178			6.03		—			1,818,261			7.89

F-29

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

5. SHARE-BASED PAYMENTS (continued)

(b)(i) Gold Fields Limited 2012 Share Plan – awards prior to 1 March 2016

At the Annual General Meeting on 14 May 2012, shareholders approved the adoption of the Gold Fields Limited 2012 Share Plan to replace the Gold Fields Limited 2005 Share Plan. The plan provided for two methods of participation, namely the Performance Share Method (“PS”) and the Bonus Share Method (“BS”). This plan sought to attract, retain, motivate and reward participating employees on a basis which sought to align the interests of such employees with those of the Company’s shareholders.

The salient features of the plan were:

• PS were offered to participants annually in March. Quarterly allocations of PS were also made in June, September and December on a pro rata basis to qualifying new employees. PS were performance-related shares, granted at zero cost (the shares are granted in exchange for the rendering of service by participants to the Company during the three-year restricted period prior to the share vesting period);

• Based on the rules of the plan, the actual number of PS which would be settled to a participant three years after the original award date was determined by the Company’s performance measured against the performance of seven other major gold mining companies (“the peer group”) based on the relative change in the Gold Fields share price compared to the basket of respective US Dollar share prices of the peer group. Furthermore, for PS awards to be settled to members of the Executive Committee, an internal Company performance target is required to be met before the external relative measure is applied. The internal target performance criterion has been set at 85% of the Company’s planned gold production over the three-year measurement period as set out in the business plans of the Company approved by the Board. In the event that the internal target performance criterion is met the full initial target award shall be settled on the settlement date. In addition, the Remuneration Committee has determined that the number of PS to be settled may be increased by up to 200% of the number of the initial target PS conditionally awarded, depending on the performance of the Company relative to the performance of the peer group, based on the relative change in the Gold Fields share price compared to the basket of respective US Dollar share prices of the peer group;

• The performance of the Company that resulted in the settlement of shares was measured by the Company’s share price performance relative to the share price performance of the following peer gold mining companies, collectively referred to as “the peer group”, over the three-year period:

- AngloGold Ashanti;

- Barrick Gold Corporation;

- Goldcorp Incorporated;

- Harmony Gold Mining Company;

- Newmont Mining Corporation;

- Newcrest Mining Limited; and

- Kinross Gold Corporation.

• The performance of the Company’s shares against the shares of the peer group was measured for the three-year period running from the relevant award date;

• BS were offered to participants annually in March; and

F-30

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

5. SHARE-BASED PAYMENTS (continued)

(b)(i) Gold Fields Limited 2012 Share Plan – awards prior to 1 March 2016 (continued)

• Based on the rules of the plan, the actual number of BS which would be settled in equal proportions to a participant over a nine-month and a 18-month period after the original award date was determined by the employee’s annual cash bonus calculated with reference to actual performance against predetermined targets for the financial year ended immediately preceding the award date.

The following table summarises the movement of share options under the Gold Fields Limited 2012 Share Plan during the years ended 31 December 2016, 2015 and 2014:

	2016					2015						2014
	Performance shares (“PS”)			Bonus shares (“BS”)		Performance shares (“PS”)			Bonus shares (“BS”)			Performance shares (“PS”)			Bonus shares (“BS”)
Outstanding at beginning of the year		2,446,922			—		4,316,657			2,161,922			6,029,716			882,072
Movement during the year:
Granted		393,178			—		—			—			—			4,000,559
Exercised and released		(2,428,904	)		—		(1,704,704	)		(2,094,343	)		(834,010	)		(2,167,802	)
Forfeited		(18,018	)		—		(165,031	)		(67,579	)		(879,049	)		(552,907	)
Outstanding at end of the year		393,178			—		2,446,922			—			4,316,657			2,161,922

	2016		2015		2014
The fair value of equity instruments granted during the year ended 31 December 2014 were valued using the Monte Carlo simulation model:
Monte Carlo simulation
Bonus shares
A future trading model is used to estimate the loss in value to the holders of bonus shares due to trading restrictions. The actual valuation is developed using a Monte Carlo analysis of the future share price of Gold Fields:
- weighted average historical volatility (based on a statistical analysis of the share price on a weighted moving average basis for the expected term of the option)		—		—		43.5	%
- expected term (months)		—		—		9.0 -18.0
- dividend yield		—		—		0.6	%
- weighted average three-year risk free interest rate (based on SA interest rates)		—		—		5.5	%
- weighted average fair value (South African Rand)		—		—		40.28
- marketability discount		—		—		2.0	%

F-31

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

5. SHARE-BASED PAYMENTS (continued)

(b)(ii) Gold Fields Limited 2012 Share Plan amended – awards after 1 March 2016

At the Annual General Meeting on 18 May 2016, shareholders approved the adoption of the revised Gold Fields Limited 2012 Share Plan to replace the LTIP. The plan provides for four methods of participation, namely the Performance Share Method (“PS”), the Retention Share Method (“RS”), the Restricted Share Method (“RSS”) and the Matching Share Method (“MS”). This plan is in place to attract, retain, motivate and reward participating employees on a basis which seeks to align the interests of such employees with those of the Company’s shareholders. Allocations of options under this plan were made during 2016. Currently, the last vesting date is 28 February 2019.

The salient features of the plan were:

• PS are offered to participants annually in March. PS are performance-related shares, granted at zero cost (the shares are granted in exchange for the rendering of service by participants to the Company during the three-year restricted period prior to the share vesting period);

• Based on the rules of the plan, the actual number of PS which will be settled to a participant three years after the original award date is determined by the following performance conditions:

Performance condition	Weighting		Threshold	Target	Stretch and cap
Absolute TSR		33%	N/A – No vesting below target	Compounded cost of equity in real terms over three-year performance period	Compounded cost of equity in real terms over three-year performance period +6% per annum
Relative TSR		33%	Median of the peer group	Linear vesting to apply between above-median and upper quartile performance and capped at upper quartile performance
Free cash flow margin (“FCFM”)		34%	Average FCFM over performance period of 5% at a gold price of $1,300/oz – margin to be adjusted relative to the actual gold price for the three-year period	Average FCFM over performance period of 15% at a gold price of $1,300/oz – margin to be adjusted relative to the actual gold price for the three-year period	Average FCFM over performance period of 20% at a gold price of $1,300/oz – margin to be adjusted relative to the actual gold price for the three-year period

The vesting profile will be as follows:

Performance condition	Threshold			Target			Stretch and cap
Absolute TSR 1, 4		0	%		100	%		200	%
Relative TSR 3, 4		0	%		100	%		200	%
FCFM 2		0	%		100	%		200	%

(1) Absolute TSR and relative TSR: Linear vesting will occur between target and stretch (no vesting occurs for performance below target).

(2) FCFM: Linear vesting will occur between threshold, target and stretch.

(3) The peer group consists of ten companies: Anglogold Ashanti, Goldcorp, Barrick, Eldorado Gold, Randgold, Yamana, Agnico Eagle, Kinross, Newmont and Newcrest.

F-32

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

5. SHARE-BASED PAYMENTS (continued)

(b)(ii) Gold Fields Limited 2012 Share Plan amended – awards after 1 March 2016 (continued)

(4) TSR will be calculated as the compounded annual growth rate (“CAGR”) of the TSR index between the average of the 60 trading days up to the first day of the performance period and the average of the 60 trading days up to the last day of the performance period. TSR will be defined as the return on investing in ordinary shares in the Company at the start of the performance period, holding the shares and reinvesting the dividends received on the portfolio in Gold Fields shares over the performance period. The USD TSR index, provided by external service providers will be based on the US$ share price.

• RS can be awarded on an ad hoc basis to key employees where a retention risk has been identified. These will be subject to the vesting condition of service over a period of three years only, and will not be subject to any performance conditions.

• RSS: In 2016, Gold Fields implemented a Minimum Shareholding Requirement (“MSR”) where executives are required to build and to hold a percentage of their salary in Gold Fields shares over a period of five years. Executives will be given the opportunity (as at the approval date of the MSR), prior to the annual bonus being communicated or the upcoming vesting date of the LTIP award or PS, to elect to receive all or a portion of their annual bonus or cash LTIP in restricted shares or to convert all or a portion of their unvested PS into restricted shares towards fulfilment of the MSR. These shares are subject to the holding period as set out above.

This holding period will mean that the restricted shares may not be sold or disposed of and that the beneficial interest must be retained therein until the earlier of:

• Notice given by the executive, provided that such notice may only be given after five years from the start of the holding period;

• Termination of employment of that employee, i.e. retirement, retrenchment, ill health, death, resignation or dismissal;

• Abolishment of the MSR; or

• In special circumstances such as proven financial hardship or compliance with the MSR, upon application by the employee and approval by the Remuneration Committee.

Mr Nick Holland, CEO, elected prior to the determination of the annual performance bonus for 2016 and in line with the rules of the MSR policy, to defer 50% of his 2016 cash bonus (US$677,600) into restricted shares. A similar election was made in 2015 to defer 50% of his 2015 annual performance bonus (US$618,900) into restricted shares. Mr Holland also elected to defer vesting 100% of the 2013 Performance Share award which was due to vest on 1 March 2016 into restricted shares. Mr Holland has 507,473 restricted shares held in escrow as at 31 December 2016. The 507,473 restricted shares comprise of 132,477 shares relating to the 2015 short-term incentive and 374,996 shares relating to the 2013 Performance Share award. No other executive has elected to receive any restricted shares.

• MS: To facilitate the introduction of the MSR policy and to compensate executives for locking in their vested shares for an additional five years, thus exposing themselves to further market volatility, the Company intends to make a matching award. This is intended to entail a conditional award of shares of one share for every three shares committed towards the MSR (matching shares). The matching shares will vest on a date that corresponds with the end of the holding period of the shares committed towards the MSR provided the executive is still in the employment of the Company and has met the MSR requirements of the MSR policy, including having sustainably accumulated shares to reach the MSR over the five year holding period.

F-33

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

5. SHARE-BASED PAYMENTS (continued)

(b)(ii) Gold Fields Limited 2012 Share Plan amended – awards after 1 March 2016 (continued)

At 31 December 2016, the maximum number of matching shares that could vest at the end of five years was 169,158 shares.

The following table summarises the movement of share options under the Gold Fields Limited 2012 Share Plan as amended in 2016 during the year ended 31 December 2016:

	2016
	Performance Shares  (“PS”)
Outstanding at beginning of the year		—
Movement during the year:
Granted		8,196,037
Forfeited		(57,565	)
Outstanding at end of the year1		8,138,472

(1) None of the outstanding options of 8,138,472 above have vested.

	2016
The fair value of equity instruments granted during the year ended 31 December 2016 were valued using the Monte Carlo simulation model:
Monte Carlo simulation
Performance shares
This model is used to value the performance shares. The inputs to the model for options granted during the year were as follows:
- weighted average historical volatility (based on a statistical analysis of the share price on a weighted moving average basis for the expected term of the option)		58.1	%
- expected term (years)		3 years
- dividend yield 1		n/a
- weighted average three-year risk free interest rate (based on US interest rates)		0.5	%
- weighted average fair value (United States Dollar)		2.6

(1) There is no dividend yield applied to the Monte Carlo simulation model as the performance conditions follow a total shareholder return method.

F-34

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

5. SHARE-BASED PAYMENTS (continued)

Summary

The following table summarises information relating to the options and equity-settled instruments under all plans outstanding at 31 December 2016, 2015 and 2014:

	2016						2015						2014
Range of exercise prices for outstanding equity instruments (US$)	Number of instruments		Price (US$)		Contractual life (years)		Number of instruments		Price (US$)		Contractual life (years)		Number of instruments		Price (US$)		Contractual life (years)
n/a*		8,531,650		—		—		2,446,922		—		—		6,478,579		—		0.80
4.28 - 6.06		—		—		—		448,296		5.03		0.22		580,833		6.56		1.22
6.07 - 7.84		3,835		6.79		0.50		33,641		5.86		0.60		454,131		8.17		0.33
7.85 - 9.62		515,255		7.37		0.34		531,720		6.84		1.35		769,159		8.94		2.33
9.63 - 11.40		11,521		8.44		1.00		11,521		7.84		2.01		14,138		10.25		3.01
Total outstanding at end of the year		9,062,261						3,472,100						8,296,840
* Restricted shares (“PVRS”) are awarded for no consideration.
Weighted average share price during the year on the JSE Limited (US$)		4.29						3.55						3.90

The compensation costs related to awards not yet recognised under the above plans at 31 December 2016, 2015 and 2014 amount to US$36.6 million, US$1.5 million and US$14.3 million, respectively.

The directors were authorised to issue and allot all or any of such shares required for the plans, but in aggregate all plans may not exceed 41,076,635 of the total issued ordinary shares capital of the Company. An individual participant may also not be awarded an aggregate of shares from all or any such plans exceeding 4,107,663 of the Company’s total issued ordinary share capital. The unexercised options and shares under all plans represented 1.1% of the total issued ordinary share capital at 31 December 2016.

F-35

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

6. IMPAIRMENT OF INVESTMENTS AND ASSETS

	UNITED STATES DOLLAR
	2016			2015			2014
Investments		(0.1	)		(117.4	)		(14.2	)
Listed investments		(0.1	)		(8.5	)		(8.3	)
Unlisted investments		—			—			(5.9	)
Equity accounted investees
- Hummingbird Resources Plc (“Hummingbird”) 1		—			(7.5	)		—
- Far Southeast Gold Resources Incorporated (“FSE”) 2		—			(101.4	)		—
Property, plant and equipment		(76.4	)		(95.7	)		(11.2	)
Arctic Platinum (“APP”) 3		—			(39.0	)		(3.2	)
Yanfolila 4		—			—			4.7
Property, plant and equipment - other 5		(76.4	)		(56.7	)		(12.7	)
Inventories		—			(8.0	)		(1.3	)
Stockpiles and consumables 6		—			(8.0	)		(1.3	)
Impairment of investments and assets		(76.5	)		(221.1	)		(26.7	)

(1) Following the identification of impairment indicators at 30 June 2015, the investment in Hummingbird was valued at its recoverable amount, which resulted in an impairment of US$7.5 million. The recoverable amount was based on the investment’s fair value at the time, being its quoted market price (level 1 of the fair value hierarchy). The impairment is included in the “Corporate and other” segment.

(2) Following the identification of impairment indicators at 31 December 2015, FSE was valued at its recoverable amount which resulted in an impairment of US$101.4 million. The recoverable amount was based on the fair value less cost of disposal (“FVLCOD”) of the investment (level 2 of the fair value hierarchy). FVLCOD was indirectly derived from the market value of Lepanto Consolidated Mining Company, being the 60% shareholder of FSE. The impairment is included in the “Corporate and other” segment.

(3) Following the Group’s decision during 2013 to dispose of non-core projects, APP was classified as held for sale and, accordingly, valued at the lower of fair value less cost of disposal or carrying value which resulted in impairments of US$89.7 million and US$3.2 million during 2013 and 2014, respectively. APP carrying value at 31 December 2014 after the above impairments was US$40.0 million which was based on an offer received close to the 2014 year-end. During 2015, active marketing activities for the disposal of the project continued after the 2014 offer was not realised. During 2015, APP was further impaired by US$39.0 million, resulting in a carrying value of US$1.0 million at 31 December 2015. The impairment is included in the “Corporate and other” segment. At 31 December 2016, APP no longer met the definition of an asset held for sale and was reclassified to property, plant and equipment at a recoverable amount of US$1.0 million. Refer note 12 for further details.

(4) Following the disposal of Yanfolila in 2014, US$4.7 million of the previously recorded impairment was reversed.

F-36

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

6. IMPAIRMENT OF INVESTMENTS AND ASSETS (continued)

(5) Impairment of property, plant and equipment is made up as follows:

	UNITED STATES DOLLAR
	2016		2015		2014
- 2015: Redundant assets at Cerro Corona (2014: South Deep, St Ives and Agnew)		—		6.7		12.7
- Cash-generating unit impairment at Darlot		—		14.2		—
(The recoverable amount was based on its FVLCOD calculated using the income approach (level 3 of the fair value hierarchy). The impairment is mainly due to the life-of-mine plan being reduced to one year forecasting negative cash flows for 2016 (refer to accounting policies on page F-7 for assumptions)).
- Cash-generating unit impairment at Cerro Corona		66.4		—		—
(The recoverable amount was based on its FVLCOD calculated using a combination of the market and the income approach (level 3 of the fair value hierarchy). The impairment is due to reduction in gold and copper reserves due to depletion, a decrease in the gold and copper price assumptions for 2017 and 2018, a lower resource price and an increase in the Peru tax rate from 2017 onwards. Refer to accounting policies on page F-7 for assumptions).
- Damang assets held for sale		7.6		—		—
Following the Damang re-investment plan, a decision was taken to sell certain mining fleet assets and related spares. The sale of the assets is expected to be concluded during 2017. As a result, the assets were classified as held for sale (refer note 12) and valued at the lower of FVLCOD or carrying value which resulted in an impairment of US$7.6 million.
- Asset-specific impairment at Damang		2.4		35.8		—
(Relating to inoperable mining fleet that is no longer used under the current life-of-mine plan (2015: Immovable mining assets written off to US$nil that would no longer be used under the current life-of-mine plan)).
Total impairment of property, plant and equipment - other		76.4		56.7		12.7

(6) 2015: Net realisable value write-down of stockpiles at Damang (2014: consumables at Lawlers).

F-37

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

7. INCLUDED IN PROFIT BEFORE ROYALTIES AND TAXATION ARE THE FOLLOWING:

	UNITED STATES DOLLAR
	2016			2015			2014
Operating lease charges 1		(2.8	)		(2.7	)		(3.2	)
Regulatory legal fees 1		—			(0.1	)		(7.1	)
Profit on buy-back of notes 1		17.7			—			—
Social contributions and sponsorships 1		(19.3	)		(12.2	)		(13.0	)
Global compliance costs 1		(0.1	)		(3.6	)		—
Facility charges on borrowings 1		(8.1	)		(1.7	)		(1.3	)
Rehabilitation income/(charges) 1		9.9			15.1			(18.4	)

(1) Included under “Other costs, net” in the consolidated income statement.

8. ROYALTIES

	UNITED STATES DOLLAR
	2016			2015			2014
South Africa		(1.8	)		(1.2	)		(1.3	)
Foreign		(78.6	)		(74.8	)		(84.8	)
Total royalties		(80.4	)		(76.0	)		(86.1	)
Royalty rates
South Africa (effective rate) 1		0.5	%		0.5	%		0.5	%
Australia 2		2.5	%		2.5	%		2.5	%
Ghana 2		5.0	%		5.0	%		5.0	%
Peru 3		6.4	%		4.0	%		3.3	%

(1) The Mineral and Petroleum Resource Royalty Act 2008 (“Royalty Act”) was promulgated on 24 November 2008 and became effective from 1 March 2010. The Royalty Act imposes a royalty on refined (mineral resources that have undergone a comprehensive level of beneficiation such as smelting and refining as defined in Schedule 1 of the Act) and unrefined (mineral resources that have undergone limited beneficiation as defined in Schedule 2 of the Act) minerals payable to the state. The royalty in respect of refined minerals (which include gold refined to 99.5% and above and platinum) is calculated by dividing earnings before interest and taxes (“EBIT”) by the product of 12.5 times gross revenue calculated as a percentage, plus an additional 0.5%. EBIT refers to taxable mining income (with certain exceptions such as no deduction for interest payable and foreign exchange losses) before assessed losses but after capital expenditure. A maximum royalty of 5% has been introduced on refined minerals. The effective rate of royalty tax payable for the year ended 31 December 2016 was 0.5% of mining revenue (2015: 0.5% and 2014: 0.5%) equalling the minimum charge per the formula.

(2) The Australian and Ghanaian operations are subject to a 2.5% (2015: 2.5% and 2014: 2.5%) and 5.0% (2015: 5.0% and 2014: 5.0%) gold royalty, respectively, on revenue as the mineral rights are owned by the state.

(3) The Peruvian operations are subject to a mining royalty calculated on a sliding scale with rates ranging from 1% to 12% of the value of operating profit.

F-38

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

9. MINING AND INCOME TAXATION

	UNITED STATES DOLLAR
	2016			2015			2014
The components of mining and income tax are the following:
South African taxation
- non-mining tax		(1.0	)		—			—
- company and capital gains taxation		(3.9	)		(3.5	)		(1.7	)
- prior year adjustment - current taxation		0.3			0.5			(0.3	)
- deferred taxation		(9.5	)		17.1			24.9
- prior year adjustment - deferred taxation		—			—			(3.9	)
Foreign taxation
- current taxation		(193.8	)		(139.9	)		(128.4	)
- prior year adjustment - current taxation		(6.3	)		—			(3.8	)
- deferred taxation		22.1			(116.1	)		(4.9	)
- prior year adjustment - deferred taxation		—			(5.2	)		—
Total mining and income taxation		(192.1	)		(247.1	)		(118.1	)
Major items causing the Group’s income taxation to differ from the maximum South African statutory mining tax rate of 34.0% (2015: 34.0% and 2014: 34.0%) were:
Taxation on profit before taxation at maximum South African statutory mining tax rate		(124.4	)		(1.5	)		(47.1	)
Rate adjustment to reflect the actual realised company tax rates in South Africa and offshore		22.7			21.8			8.4
Non-deductible share-based payments		(4.9	)		(3.7	)		(7.2	)
Non-deductible exploration expense		(15.2	)		(7.7	)		(10.9	)
Deferred tax assets not recognised on impairment of investments 1		—			(53.2	)		(3.6	)
Non-deductible interest paid		(24.2	)		(26.9	)		(27.7	)
Non-deductible legal and consulting fees		—			—			(2.4	)
Non-taxable profit on disposal of investments		0.8			—			1.7
Non-taxable profit on buy-back of notes		6.0			—			—
Share of results of equity accounted investees after taxation		(0.8	)		(1.9	)		(0.8	)
Net non-deductible expenditure and non-taxable income		(9.7	)		(8.5	)		(8.2	)
Deferred taxation charge on Peruvian Nuevo Sol devaluation against US Dollar 2		(1.1	)		(41.0	)		(3.1	)
Various Peruvian non-deductible expenses		(8.3	)		(7.8	)		(8.0	)
Prior year adjustments		(6.0	)		(4.4	)		(9.1	)
Deferred tax assets not recognised at Cerro Corona and Damang 3		(34.9	)		(112.5	)		—
Deferred tax release on change of tax rate at the Peruvian and Ghanaian operations (2015: Peruvian)		8.6			4.5			—
Other		(0.7	)		(4.3	)		(0.1	)
Total mining and income taxation		(192.1	)		(247.1	)		(118.1	)

(1) Deferred tax assets not recognised on impairment of investments relate to the impairment of listed investments, FSE, Hummingbird and APP. Refer to note 6 for details of impairments.

F-39

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

9. MINING AND INCOME TAXATION (continued)

(2) The functional currency of Cerro Corona is US Dollar, however, the Peruvian tax base is based on values in Peruvian Nuevo Sol.

(3) Deferred tax assets amounting to US$34.9 million (2015: US$112.5 million) were not recognised at Cerro Corona and Damang to the extent that there is not sufficient future taxable income available. In making this determination, the Group analysed, among others, forecasts of future earnings and the nature and timing of future deductions and benefits represented by deferred tax assets.

	2016			2015			2014
South Africa - current tax rates 4
Mining tax 1		Y = 34 - 170/X			Y = 34 - 170/X			Y = 34 - 170/X
Non-mining tax 2		28.0	%		28.0	%		28.0	%
Company tax rate		28.0	%		28.0	%		28.0	%
International operations - current tax rates 4
Australia		30.0	%		30.0	%		30.0	%
Ghana 3		32.5	%		35.0	%		35.0	%
Peru		30.0	%		30.0	%		30.0	%

(1) South African mining tax on mining income is determined according to a formula which takes into account the profit and revenue from mining operations. South African mining taxable income is determined after the deduction of all mining capital expenditure, with the proviso that this cannot result in an assessed loss. Capital expenditure amounts not deducted are carried forward as unredeemed capital expenditure to be deducted from future mining income. Accounting depreciation is ignored for the purpose of calculating South African mining taxation. The effective mining tax rate for Gold Fields Operations Limited (“GFO”) and GFI Joint Venture Holdings (Proprietary) Limited (“GFIJVH”), owners of the South Deep mine, has been calculated at 30% (2015: 30% and 2014: 30%).

In the formula above, Y is the percentage rate of tax payable and X is the ratio of mining profit, after the deduction of redeemable capital expenditure, to mining revenue expressed as a percentage.

(2) Non-mining income of South African mining operations consists primarily of interest income.

(3) On 11 March 2016, Gold Fields signed a development agreement with the government of Ghana for both the Tarkwa and Damang mines. This agreement resulted in a reduction in the corporate tax rate from 35.0% to 32.5%, effective 17 March 2016.

(4) Deferred tax is provided at the expected future rate for mining operations arising from temporary differences between the carrying values and tax values of assets and liabilities.

F-40

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

9. MINING AND INCOME TAXATION (continued)

At 31 December 2016, the Group had the following estimated amounts available for set-off against future income (pre-tax):

	UNITED STATES DOLLAR
	2016						2015
	Gross unredeemed capital expenditure		Gross tax losses		Gross deferred tax asset not recognised		Gross unredeemed capital expenditure		Gross tax losses		Gross deferred tax asset not recognised
South Africa 1
Gold Fields Operations Limited		606.4		182.3		—		528.2		219.2		—
GFI Joint Venture Holdings (Proprietary) Limited 2, 3		1,929.2		—		1,132.6		1,586.0		22.2		862.4
		2,535.6		182.3		1,132.6		2,114.2		241.4		862.4
International operations
Exploration entities 4		—		388.8		388.8		—		345.2		345.2
Gold Fields Australia Proprietary Limited 5		—		1.2		—		—		1.2		—
Abosso Goldfields Limited 6		88.8		68.7		157.5		63.9		65.7		129.6
		88.8		458.7		546.3		65.1		410.9		474.8

(1) These deductions are available to be utilised against income generated by the relevant tax entity and do not expire unless the tax entity concerned ceases to operate for a period of longer than one year. Under South African mining tax ring-fencing legislation, each tax entity is treated separately and as such these deductions can only be utilised by the tax entities in which the deductions have been generated. South African tax losses and unredeemed capital expenditure have no expiration date.

(2) Comprises US$796.6 million gross recognised capital allowance and US$1,132.6 million gross unrecognised capital allowance (2015: US$723.6 million gross recognised capital allowance and US$862.4 million gross unrecognised capital allowance).

(3) During 2014, the South African Revenue Service (“SARS”) issued a Finalisation of Audit Letter (“the Audit Letter”) stating that SARS has disallowed US$163.4 million of GFIJVH’s gross recognised capital allowance of US$796.6 million. Refer note 35 on Contingent Liabilities for further details.

(4) The total tax losses of US$388.8 million (2015: US$345.2 million) comprise US$10.9 million (2015: US$3.8 million) tax losses that expire between one and two years, US$58.9 million (2015: US$62.9 million) tax losses that expire between two and five years, US$41.2 million (2015: US$49.6 million) tax losses that expire between five and 10 years, US$40.6 million (2015: US$40.7 million) tax losses that expire after 10 years and US$237.2 million (2015: US$188.2 million) tax losses that have no expiry date.

(5) The tax losses are available to be utilised against income generated by the relevant tax entity and do not expire.

(6) Tax losses may be carried forward for five years. These losses expire on a first-in-first-out basis. Tax losses of US$46.3 million expire in two years (2015: three years), tax losses of US$19.4 million expire in four years (2015: five years) and tax losses of US$3.0 million expire in five years.

F-41

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

10. EARNINGS PER SHARE

		UNITED STATES DOLLAR
		2016			2015			2014
10.1	Basic earnings/(loss) per share - cents		20			(31	)		2
	Basic earnings/(loss) per share is calculated by dividing the earnings attributable to owners of the parent of US$162.8 million (2015: loss of US$242.1 million and 2014: profit of US$12.8 million) by the weighted average number of ordinary shares in issue during the year of 809,889,990 (2015: 774,763,151 and 2014: 769,141,871).
10.2	Diluted basic earnings/(loss) per share - cents		20			(31	)		2
	Diluted basic earnings/(loss) per share is calculated on the basis of earnings attributable to owners of the parent of US$162.8 million (2015: loss of US$242.1 million and 2014: profit of US$12.8 million) and 810,082,191 (2015: 774,763,151 and 2014: 771,814,815) shares being the diluted number of ordinary shares in issue during the year.
	The weighted average number of shares has been adjusted by the following to arrive at the diluted number of ordinary shares:
	Weighted average number of shares		809,889,990			774,763,151			769,141,871
	Share options in issue		192,201			—	1		2,672,944
	Diluted number of ordinary shares		810,082,191			774,763,151			771,814,815
(1)    Share option adjustments of 1,804,321 were excluded from the dilutive number of ordinary shares as they are anti-dilutive.
10.3	Headline earnings/(loss) per share - cents		26			(4	)		4
	Headline earnings/(loss) per share is calculated on the basis of adjusted net earnings attributable to owners of the parent of US$208.4 million (2015: loss of US$28.2 million and 2014: earnings of US$27.3 million) and 809,889,990 (2015: 774,763,151 and 2014: 769,141,871) shares being the weighted average number of ordinary shares in issue during the year.
	Net earnings/(loss) attributable to owners of the parent is reconciled to headline earnings as follows:
	Long-form headline earnings/(loss) reconciliation
	Net profit/(loss) attributable to owners of the parent		162.8			(242.1	)		12.8
	Profit on disposal of investments, net		(2.3	)		(0.1	)		(5.1	)
	Gross		(2.3	)		(0.1	)		(5.1	)
	Taxation effect		—			—			—
	(Profit)/loss on disposal of assets, net		(41.0	)		0.5			0.9
	Gross		(48.0	)		0.1			1.3
	Taxation effect		7.0			0.2			(0.4	)
	Non-controlling interest effect		—			0.2			—
	Impairment and write-off of investments and assets and other, net		88.9			213.5			18.7
	Gross		124.0			243.9			22.4
	Taxation effect		(33.9	)		(28.1	)		(3.7	)
	Non-controlling interest effect		(1.2	)		(2.3	)		—
	Headline earnings/(loss)		208.4			(28.2	)		27.3
10.4	Diluted headline earnings/(loss) per share - cents Diluted headline earnings/(loss) per share is calculated on the basis of headline earnings attributable to owners of the parent of US$208.4 million (2015: loss of US$28.2 million and 2014: earnings of US$27.3 million) and 810,082,191 (2015: 774,763,151 and 2014: 771,814,815) shares being the diluted number of ordinary shares in issue during the year.		26			(4	)		4

F-42

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

11. DIVIDENDS

	UNITED STATES DOLLAR
	2016		2015		2014
2015 final dividend of 21 SA cents per share (2014: 20 SA cents and 2013: 22 SA cents) declared on 16 February 2016.		10.6		12.8		15.7
2016 interim dividend of 50 SA cents was declared during 2016 (2015: 4 SA cents 2014: 20 SA cents).		28.6		2.3		14.1
A final dividend in respect of the financial year ended 31 December 2016 of 60 SA cents per share was approved by the Board of Directors on 15 February 2017. This dividend payable is not reflected in these financial statements. Dividends are subject to dividend withholding tax.
Total dividends		39.2		15.1		29.8
Dividends per share - cents		5		2		4

12. ASSETS HELD FOR SALE

	UNITED STATES DOLLAR
	2016	2015
APP 1	—	1.0
Damang mining fleet and related spares 2	26.4	—
Total assets held for sale	26.4	1.0

(1) Following the Group’s decision to dispose of non-core projects, APP was classified as held for sale and valued at the lower of fair value less cost to sell or carrying value.

APP’s carrying value at 31 December 2014 was US$40.0 million following impairments of US$89.7 million and US$3.2 million during 2013 and 2014, respectively, which was based on offers received during 2013 and 2014. During 2015, active marketing activities for the disposal continued after the 2014 offer was not realised. During 2015, APP was further impaired by US$39.0 million, resulting in a carrying value of US$1.0 million at 31 December 2015.

At 31 December 2016, APP no longer meets the definition of an asset held for sale as it is no longer highly probable that the sale will occur within 12 months of classification as held for sale and was reclassified to property, plant and equipment at a recoverable amount of US$1.0 million.

Refer to note 6 for details on the impairment of APP.

(2) Following the Damang re-investment plan, a decision was taken to sell certain mining fleet assets and related spares. The sale of the assets is expected to be concluded during 2017. As a result, the assets were classified as held for sale and valued at the lower of FVLCOD or carrying value which resulted in an impairment of US$7.6 million.

Mining fleet and related spares with carrying values of US$18.6 million and US$7.8 million, respectively, were reclassified to assets held for sale. Refer note 13 and 19 for further details.

F-43

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

13. PROPERTY, PLANT AND EQUIPMENT

UNITED STATES DOLLAR
2015										2016
Land, mineral rights and rehabilitation assets			Mine development, infrastructure and other assets 1			Total				Total			Mine development, infrastructure and other assets 1			Land, mineral rights and rehabilitation assets
									Cost
	855.6			8,050.5			8,906.1		Balance at beginning of the year		8,648.8			7,913.2			735.6
	—			0.1			0.1		Reclassifications		1.0			1.0			—
	1.6			632.5			634.1		Additions		649.9			648.6			1.3
	—			—			—		Gruyere Gold project asset acquisition 2		275.9			—			275.9
	—			—			—		Reclassification from assets held for sale (refer note 12)		43.2			43.2			—
	—			—			—		Reclassification to assets held for sale (refer note 12)		(79.1	)		(79.1	)		—
	—			16.6			16.6		Borrowing costs capitalised 3		15.1			15.1			—
	(0.2	)		(25.9	)		(26.1	)	Disposals		(160.4	)		(157.3	)		(3.1	)
	0.8			—			0.8		Changes in estimates of rehabilitation assets		14.9			—			14.9
	—			13.6			13.6		Other		3.0			3.0			—
	(122.2	)		(774.2	)		(896.4	)	Translation adjustment		153.9			146.8			7.1
	735.6			7,913.2			8,648.8		Balance at end of the year		9,566.2			8,534.5			1,031.7
									Accumulated depreciation and impairment
	303.9			3,706.5			4,010.4		Balance at beginning of the year		4,336.4			4,035.1			301.3
	—			0.1			0.1		Reclassifications		1.0			1.0			—
	29.4			580.5			609.9		Charge for the year		679.2			650.2			29.0
	0.4			87.1			87.5		Impairment 4		123.9			120.6			3.3
	—			—			—		Reclassification from assets held for sale (refer note 12)		42.2			42.2			—
	—			—			—		Reclassification to assets held for sale (refer note 12)		(60.5	)		(60.5	)		—
	(0.1	)		(18.0	)		(18.1	)	Disposals		(158.1	)		(155.0	)		(3.1	)
	(32.3	)		(321.1	)		(353.4	)	Translation adjustment		54.3			55.1			(0.8	)
	301.3			4,035.1			4,336.4		Balance at end of the year		5,018.4			4,688.7			329.7
	434.3			3,878.1			4,312.4		Carrying value at end of the year 5		4,547.8			3,845.8			702.0

(1) Included in the carrying value of mine development, infrastructure and other assets are exploration and evaluation assets amounting to US$9.1 million (2015: US$18.9 million).

(2) The additions of US$275.9 million (A$372.4 million) are made up of US$197.1 million (A$266.0 million) cash additions and US$78.8 million (A$106.4 million) non-cash additions. Refer note 15.2 for further details.

F-44

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

13. PROPERTY, PLANT AND EQUIPMENT (continued)

(3) Borrowing costs of US$15.1 million (2015: US$16.6 million) arising on group general borrowings which are related to the qualifying projects at South Deep were capitalised during the period. An average interest capitalisation rate of 4.7% (2015: 4.8%) was applied.

(4) The impairment of US$123.9 million (2015: US$87.5 million) is made up of US$76.4 million (2015: US$56.7 million) impairment of property, plant and equipment (refer note 6 for details) and US$47.5 million (2015: US$30.8 million) write-off of exploration and evaluation assets. The write-off of exploration and evaluation assets is due to specific exploration programmes not yielding results to warrant further exploration at the Group’s Australian operations and is included in the US$92.2 million (2015: US$53.5 million) “Exploration expense” in the consolidated income statement.

(5) Fleet assets in Ghana amounting to US$95.5 million (2015: US$176.6 million) have been pledged as security for the US$70 million senior secured revolving credit facility (refer note 24).

14. GOODWILL

	UNITED STATES DOLLAR
	2016		2015
Balance at beginning of the year		295.3		385.7
Translation adjustment		22.5		(90.4	)
Balance at end of the year		317.8		295.3
The goodwill arose on the acquisition of South Deep and was attributable to the upside potential of the asset, synergies, deferred tax and the gold multiple.
The total goodwill is allocated to South Deep, the cash-generating unit (“CGU”), where it is tested for impairment.
In line with the accounting policy, the recoverable amount was determined by reference to fair value less costs of disposal (“FVLCOD”). Management’s estimates and assumptions used in the 31 December 2016 FVLCOD calculation include:
•       Long-term gold price of R600,000 per kilogram (US$1,300 per ounce) for the life-of-mine of 79 years (2015: R500,000 per kilogram (US$1,300 per ounce) for the life-of-mine of 81 years);
•       A nominal discount rate of 13.5% (2015: 14.5%);
•       Fair value of US$60.0 per resource ounce (2015: US$69.0 per resource ounce), used for resource with infrastructure to calculate the FVLCOD associated with value beyond proved and probable reserves; and
•       The annual life-of-mine plan takes into account the following:
•       proved and probable ore reserves of South Deep;
•       cash flows are based on the life-of-mine plan which exceeds a period of five years; and
•       capital expenditure estimates over the life-of-mine plan.

F-45

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

14. GOODWILL (continued)

Refer accounting policies on pages F-6 to F-8 for further discussion on the significant judgements and estimates associated with assessing the carrying value of property, plant and equipment and goodwill.

The carrying value of CGUs, including goodwill, is tested on an annual basis for impairment. In addition, the Group reviews and tests the carrying value of assets when events or changes in circumstances suggest that the carrying amount of a CGU may not be recoverable. There is no goodwill impairment at 31 December 2016 (2015: US$nil).

15.1 EQUITY-ACCOUNTED INVESTEES

		UNITED STATES DOLLAR
		2016			2015			2014
(a)	Far Southeast Gold Resources Incorporated (“FSE”)		128.6			128.6
(b)	Maverix Metals Incorporated (“Maverix”)		42.1			—
(c)	Other		—			0.5
	Total equity-accounted investees		170.7			129.1
	Share of results of equity-accounted investees after taxation recognised in the consolidated income statement are made up as follows:
(a)	FSE		(2.3	)		(3.3	)		(3.6	)
(b)	Maverix		—			—			—
(c)	Other		—			(2.4	)		1.2
			(2.3	)		(5.7	)		(2.4	)
(a)	FSE
	Gold Fields’ interest in FSE, an unlisted entity, was 40% (2015: 40%) at 31 December 2016.
	Gold Fields paid US$10.0 million in option fees to Lepanto Consolidated Mining Company (“Lepanto”) during the six months ended 31 December 2010. In addition, Gold Fields paid non-refundable down payments of US$66.0 million during the year ended 31 December 2011 and US$44.0 million during the six months ended 31 December 2010 to Liberty Express Assets in accordance with the agreement concluded whereby the Group has the option to acquire 60% of FSE. On 31 March 2012, Gold Fields acquired 40% of the issued share capital and voting rights of FSE by contributing an additional non-refundable down payment of US$110.0 million. Lepanto owns the remaining 60% shareholding in FSE.
	The remaining 20% option is not likely to be exercised until such time as FSE obtains a Foreign Technical Assistance Agreement (“FTAA”) which allows for direct majority foreign ownership and control.

F-46

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

15.1 EQUITY-ACCOUNTED INVESTEES (continued)

	UNITED STATES DOLLAR
	2016			2015
FSE has a 31 December year-end and has been equity-accounted since1 April 2012.
Investment in joint venture consists of:
Unlisted shares at cost		230.0			230.0
Equity contribution		77.7			75.4
Cumulative impairment 1		(101.4	)		(101.4	)
Share of accumulated losses brought forward		(75.4	)		(72.1	)
Share of loss after taxation 2		(2.3	)		(3.3	)
Total investment in joint venture 3		128.6			128.6

(1) Refer note 6 for details of impairment.

(2) Gold Fields share of loss after taxation represents exploration and other costs, including work completed on a scoping study.

(3) FSE is a company incorporated under the laws of the Philippines and owns the gold-copper Far Southeast exploration project (the “FSE project”). During the exploration phase of the FSE project and as long as the 20% option remains exercisable, the Group has joint control over the FSE project. The Group will only have the power to direct the activities of FSE once it exercises the option to acquire the additional 20% shareholding in FSE, which is only exercisable once an FTAA is obtained. FSE has no revenues or significant assets or liabilities. Assets included in FSE represent the rights to explore and eventually mine the FSE project.

	UNITED STATES DOLLAR
	2016		2015
(b)    Maverix
Gold Fields’ interest in Maverix, listed on the Toronto Stock Exchange, was 32% (2015: 0%) at 31 December 2016.
On 23 December 2016, Gold Fields sold a portfolio of eleven producing and non-producing royalties to Maverix in exchange for 42.85 million common shares and 10.0 million common share purchase warrants of Maverix, realising a profit on disposal of US$48.0 million. The warrants are classified as derivative instruments and are included in investments (refer note 17).
Maverix has a 31 December year-end and has been equity-accounted since 23 December 2016.
Investment in associate consists of:
Listed shares		42.1		—
Investment in associate - Maverix		42.1		—
The fair value of the investment in Maverix at 31 December 2016 is US$42.1 million.
(c)    Other
Bezant Resources PLC (“Bezant”) 1		—		0.5
Rusoro Mining Limited (“Rusoro”) 2		—		—
Investment in associates - Other		—		0.5
Total investments in associates		42.1		0.5

F-47

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

15.1 EQUITY-ACCOUNTED INVESTEES (continued)

(1) During 2016, the Group’s holding was diluted from 21.6% to 8.8% following the issue of new shares by Bezant. In line with the Group’s accounting policy, this resulted in Bezant no longer being accounted for as an equity-accounted investee and was re-classified to available-for-sale financial investments.

(2) Represents a holding of 26.4% in Rusoro.

The carrying value of Rusoro was written down to US$nil at 31 December 2010 due to losses incurred by the entity. The fair value, based on the quoted market price of the investment was US$23.9 million and US$5.0 million at 31 December 2016 and 31 December 2015, respectively. The unrecognised share of profits of Rusoro for the year amounted to US$18.7 million (2015: unrecognised shares of loss of US$3.6 million). The cumulative unrecognised share of losses of Rusoro amounted to US$194.0 million (2015: US$212.7 million).

On 22 August 2016, the Arbitration Tribunal, operating under the Additional Facility Rules of the World Bank’s International Centre for the Settlement of Investment Disputes, awarded Rusoro damages of US$967.8 million plus pre and post-award interest which currently equates to in excess of US$1.2 billion in the arbitration brought by Rusoro against the Bolivarian Republic of Venezuela. Management of Rusoro has not recognised this amount due to the uncertainty over its recoverability.

15.2 INTEREST IN JOINT OPERATION

On 13 December 2016, Gold Fields purchased 50% of the Gruyere Gold Project and entered into a 50:50 unincorporated joint venture with Gold Road Resources Limited (“Gold Road”) for the development and operation of the Gruyere Gold Project in Western Australia, which comprises the Gruyere gold deposit as well as additional resources including Central Bore and Attila/Alaric.

Gold Fields acquired 50% interest in the Gruyere Gold Project for a total purchase consideration of A$350.0 million payable in cash and a 1.5% royalty on Gold Fields’ share of production after total mine production exceeds 2 million ounces. The cash consideration is split with A$250.0 million payable on the effective date and A$100.0 million payable according to an agreed construction cash call schedule. Transaction costs of A$18.5 million (US$13.3 million) were incurred.

F-48

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

15.2 INTEREST IN JOINT OPERATION (continued)

Below is a summary of Gold Fields’ share of the joint operation and includes inter-company transactions and balances:

	2016
	US$		A$
Statement of financial position
Non-current assets
Property, plant and equipment1		268.6		372.4
Current assets
Prepayments		3.9		5.4
Total assets		272.5		377.8
Non-current liabilities
Deferred taxation		0.1		0.2
Current liabilities		272.4		377.6
Related entity loans payable		191.7		265.8
Deferred payment		67.7		93.8
Stamp duty payable		13.0		18.0
Total liabilities		272.5		377.8

(1) The Gruyere Gold project assets of A$372.4 million were capitalised at the exchange rate on the effective date of the transaction resulting in additions to property, plant and equipment of US$275.9 million. The additions of US$275.9 million (A$372.4 million) are made up of US$197.1 million (A$266.0 million) cash additions and US$78.8 million (A$106.4 million) non-cash additions. Refer note 13.

F-49

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

16. FINANCIAL INSTRUMENTS

	UNITED STATES DOLLAR
	2016		2015
Financial instruments are split per categories below and the accounting policies for financial instruments have been applied to these line items:
(a) Financial assets
Loans and receivables
- Environmental trust funds		44.5		35.0
- Trade and other receivables		68.6		78.8
- Cash and cash equivalents		526.7		440.0
Fair value through profit or loss
- Trade receivables from provisional copper concentrate sales		10.6		3.1
Available for sale
- Investments		13.8		10.9
Derivative instruments
- Warrants		5.9		—
(b) Financial liabilities
Other financial liabilities
- Borrowings		1,692.9		1,820.3
- Trade and other payables		505.6		393.1
- South Deep dividend		6.4		6.5

17. INVESTMENTS

	UNITED STATES DOLLAR
	2016			2015
Listed
Cost		62.9			51.8
Less: Accumulated impairments		(45.0	)		(44.9	)
Net unrealised (loss)/gain on revaluation		(7.4	)		0.9
Carrying value		10.5			7.8
Market value		10.5			7.8
Unlisted
Carrying value at cost		3.3			3.1
Derivative instruments
Warrants 2		5.9			—
Total investments 1		19.7			10.9

(1) All listed investments are classified as available for sale. Refer note 42 for details of major investments.

(2) Consists of 10.0 million common share purchase warrants of Maverix. Refer note 15.1 for further details.

F-50

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

18. ENVIRONMENTAL TRUST FUNDS

	UNITED STATES DOLLAR
	2016		2015
Balance at beginning of the year		35.0		30.4
Contributions		7.5		7.7
Interest earned		1.0		0.4
Translation adjustment		1.0		(3.5	)
Balance at end of the year		44.5		35.0
The trust funds consist of term deposits amounting to US$11.3 million (2015: US$7.9 million) in South Africa, as well as secured cash deposits amounting to US$33.2 million (2015: US$27.1 million) in Ghana.
These funds are intended to fund environmental rehabilitation obligations of the Group’s South African and Ghanaian mines and are not available for general purposes of the Group. All income earned in these funds is re-invested or spent to meet these obligations. The funds are invested in money market and fixed deposits. The obligations which these funds are intended to fund are included in environmental rehabilitation costs under long-term provisions (Refer note 25.1).

19. INVENTORIES

	UNITED STATES DOLLAR
	2016			2015
Gold-in-process and stockpiles		234.3			189.7
Consumable stores 1		227.9			241.3
Total inventories 2		462.2			431.0
Heap leach and stockpiles inventories included in non-current assets3		(132.8	)		(132.8	)
Total current inventories 4		329.4			298.2

(1) Consumable stores with a fair value of US$7.8 million was reclassified to assets held for sale. Refer note 12 for further details.

(2) Refer note 6 for details on the net realisable value write-downs of inventories.

(3) Heap leach and stockpile inventories will only be processed at the end of life-of-mine.

(4) The cost of consumable stores consumed during the year and included in cost of sales amounted to US$353.9 million (2015: US$389.2 million and 2014: US$441.2 million).

F-51

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

20. TRADE AND OTHER RECEIVABLES

	UNITED STATES DOLLAR
	2016		2015
Trade receivables - gold sales and copper concentrate		58.2		68.1
Trade receivables - other		4.5		3.6
Deposits		0.3		0.2
Payroll receivables		10.7		7.2
Prepayments		50.1		40.5
Value added tax		39.6		43.2
Diesel rebate		1.3		3.3
Other		5.5		2.8
Total trade and other receivables		170.2		168.9

21. CASH AND CASH EQUIVALENTS

	UNITED STATES DOLLAR
	2016		2015
Cash at bank and on hand		526.7		440.0
Total cash and cash equivalents		526.7		440.0

F-52

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

22. SHARE CAPITAL

Authorised and issued

The authorised share capital of the Company is R500.0 million divided into 1,000,000,000 ordinary par value shares of 50 cents each. The issued share capital of the Company at 31 December 2016 is US$59.6 million (2015: US$58.1 million) divided into 820,606,945 (2015: 776,594,162) ordinary par value shares of 50 cents each.

During 2016, Gold Fields successfully completed a US$151.5 million (R2.3 billion) accelerated equity raising by way of a private placement to institutional investors.

A total number of 38,857,913 new Gold Fields shares were placed at a price of R59.50 per share which represented a 6.0% discount to the 30-day volume weighted average traded price, for the period ended 17 March 2016 and a 0.7% discount to the 50-day moving average.

In terms of the general authority granted by shareholders at the Annual General Meeting (“AGM”) on 18 May 2016, the authorised but unissued ordinary share capital of the Company representing not more than 5% of the issued share capital of the Company from time to time at that date, after setting aside so many ordinary shares as may be required to be allotted and issued pursuant to the share incentive schemes, was placed under the control of the directors. This authority expires at the next annual general meeting where shareholders will be asked to place under the control of the directors the authorised but unissued ordinary share capital of the Company representing not more than 5% of the issued share capital of the Company from time to time.

In terms of the JSE listing requirements, shareholders may, subject to certain conditions, authorise the directors to issue the shares held under their control for cash, other than by means of a rights offer, to shareholders. In order that the directors of the Company may be placed in a position to take advantage of favourable circumstances which may arise for the issue of such shares for cash, without restriction, for the benefit of the Company, shareholders will be asked to consider a special ordinary resolution to this effect at the forthcoming AGM.

Repurchase of shares

The Company has not exercised the general authority granted to buy back shares from its issued ordinary share capital granted at the AGM held on 18 May 2016. Currently, the number of ordinary shares that may be bought back in any one financial year may not exceed 20% of the issued ordinary share capital as of 18 May 2016. At the next AGM, shareholders will be asked to renew the general authority for the acquisition by the Company, or a subsidiary of the Company, of its own shares.

Treasury shares

In 2011, Mvelaphanda Resources Limited unbundled 856,330 shares held in Gold Fields Limited back to Gold Fields Limited. The Group reclassified these shares as treasury shares, resulting in a decrease in share capital and premium.

On 1 March 2016, the 856,330 treasury shares were issued to employees under the Gold Fields Limited 2012 Share Plan as part of the options exercised in 2016 (Refer note 5 for further details). The Group no longer holds any treasury shares.

F-53

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

23. DEFERRED TAXATION

	UNITED STATES DOLLAR
	2016			2015
The detailed components of the net deferred taxation liability which results from the differences between the carrying amounts of assets and liabilities recognised for financial reporting and taxation purposes in different accounting periods are:
Liabilities
- Mining assets		973.2			959.8
- Investment in environmental trust funds		2.8			2.1
- Inventories		13.7			14.5
- Other		3.5			9.8
Liabilities		993.2			986.2
Assets
- Provisions		(100.8	)		(104.8	)
- Tax losses		(54.7	)		(72.4	)
- Unredeemed capital expenditure		(420.9	)		(375.8	)
Assets		(576.4	)		(553.0	)
Net deferred taxation liabilities		416.8			433.2
Included in the statement of financial position as follows:
Deferred taxation assets		(48.7	)		(54.1	)
Deferred taxation liabilities		465.5			487.3
Net deferred taxation liabilities		416.8			433.2
Balance at beginning of the year		433.2			324.6
Recognised in profit or loss		(12.6	)		104.2
Translation adjustment		(3.8	)		4.4
Balance at end of the year		416.8			433.2

F-54

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

24. BORROWINGS

Facility	Notes	2016			2015			Borrower	Nominal interest rate			Commitment fee			Maturity date
The terms and conditions of outstanding loans are as follows:
US$1 billion notes issue (the notes) 1	(a)(i)		846.4			992.6		Orogen		4.875	%		—			7 October 2020
Sibanye Gold guarantee fee 2	(a)(ii)		—			—		Orogen		—			—			24 April 2015
US$150 million revolving senior secured credit facility3	(b)		82.0			42.0		La Cima		LIBOR plus 1.63	%		0.65	%		19 December 2017
US$70 million senior secured revolving credit facility 4	(c)		45.0			45.0		Ghana		LIBOR plus 2.40	%		1.00	%		6 May 2017
US$1,510 million term loan and revolving credit facilities 5	(d)		—			724.0
- Facility A (US$75 million)			—			—		Orogen		LIBOR plus 2.45	%		—			28 November 2015
- Facility A (US$45 million)			—			45.0		Orogen		LIBOR plus 2.45	%		—			—
- Facility B (US$720 million)			—			150.0		Orogen		LIBOR plus 2.25	%		0.90	%		—
- Facility C (US$670 million)			—			529.0		Orogen		LIBOR plus 2.00	%		0.80	%		—
US$1,290 million term loan and revolving credit facilities 6	(e)		658.5			—
- Facility A (US$380 million)			380.0			—		Orogen		LIBOR plus 2.50	%		—			6 June 2019
- Facility B (US$360 million)			278.5			—		Orogen		LIBOR plus 2.20	%		0.77	%		6 June 2019
- Facility C (US$550 million)			—			—		Orogen		LIBOR plus 2.45	%		0.86	%		6 June 2021
R1,500 million Nedbank revolving credit facility 7	(f)		—			—		GFIJVH/GFO		JIBAR plus 2.50	%		0.85	%		7 March 2018
Rand revolving credit facilities8	(g)
- R500 million Rand Merchant Bank revolving credit facility			—			—		GFIJVH/GFO		JIBAR plus 2.50	%		1.00	%		19 June 2016
- R500 million Standard Bank revolving credit facility			—			—		GFIJVH/GFO		JIBAR plus 2.75	%		1.05	%		20 December 2016
Short-term Rand uncommitted credit facilities 9	(h)		61.0			16.7		—		—			—			—
Total borrowings			1,692.9			1,820.3
Current borrowings			(188.0	)		(58.7	)
Non-current borrowings			1,504.9			1,761.6

(1) The balance is net of unamortised transaction costs amounting to US$6.0 million (2015: US$7.4 million) which will unwind over the remaining period of the notes as an interest expense.

The payment of all amounts due in respect of the notes is unconditionally and irrevocably guaranteed by Gold Fields Limited (“Gold Fields”), Sibanye Gold (up to 24 April 2015), Gold Fields Operations Limited (“GFO”) and Gold Fields Holdings Company (BVI) Limited (“GF Holdings”) (collectively “the Guarantors”), on a joint and several basis.

F-55

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

24. BORROWINGS (continued)

The notes and guarantees constitute direct, unsubordinated and unsecured obligations of Orogen and the Guarantors, respectively, and rank equally in right of payment among themselves and with all other existing and future unsubordinated and unsecured obligations of Orogen and the Guarantors, respectively.

Gold Fields Australasia Proprietary Limited (“GFA”) offered and accepted the purchase of an aggregate principal amount of notes equal to US$147.6 million at the purchase price of US$880 per US$1,000 in principal amount of notes. GFA intends to hold the notes acquired until their maturity on 7 October 2020. The purchase of the notes amounting to US$147.6 million was financed by drawing down under the US$1,510 million term loan and revolving credit facilities. The group recognised a profit of US$17.7 million on the buy back of the notes.

(2) As part of the unbundling of Sibanye Gold in 2013, an indemnity agreement (“the Indemnity Agreement”) was entered into between the Guarantors, pursuant to which the Guarantors (other than Sibanye Gold) hold Sibanye Gold harmless from and against any and all liabilities and expenses which may be incurred by Sibanye Gold under or in connection with the notes, including any payment obligations by Sibanye Gold to the noteholders or the trustee of the notes pursuant to the guarantee of the notes, all on the terms and subject to the conditions contained therein.

The original Sibanye Gold guarantee fee liability was recognised as the present value of future cash flows using a risk-free rate, based on 0.25% of the value of the notes, payable semi-annually. The guarantee fee varied, based on the Group’s credit rating.

In March 2015, Gold Fields approached the noteholders through a consent solicitation process to release Sibanye Gold of its obligation as a guarantor under the notes. On 22 April 2015 the noteholders approved the various resolutions to release Sibanye Gold as a guarantor. The release became effective on 24 April 2015 when all the conditions to the extraordinary resolution were met. As a result of this release, the Sibanye Gold guarantee fee of US$26.2 million was derecognised.

(3) Borrowings under the revolving senior secured credit facility are secured by first-ranking assignments of all rights, title and interest in all of La Cima’s concentrate sale agreements. In addition, the offshore and onshore collection accounts of La Cima are subject to an account control agreement and a first-ranking charge in favour of the lenders. This facility is non-recourse to the rest of the Group. The revolving senior secured credit facility matures in 2017 and as a result is disclosed as a current liability as at 31 December 2016.

At 31 December 2015, La Cima did not meet certain covenants specified in the revolving senior secured credit facility agreement. The lenders subsequently waived their rights and entitlements arising from the failure of La Cima to meet the specific covenants. Notwithstanding the waiver received from the lenders and the fact that there was no legal or constructive obligation to settle the debt within the next 12 months at the time, IAS 1 Presentation of Financial Statements, requires that the balance outstanding under the revolving senior secured credit facility be disclosed as a current liability at 31 December 2015. At 31 December 2016, there are no breaches in covenants.

The total amount available under this facility was US$150.0 million (2015: US$150.0 million) at 31 December 2016.

(4) Borrowings under the facility are guaranteed by Gold Fields Ghana Limited and Abosso Goldfields Limited. Borrowings under this facility are also secured by the registration of security over certain fleet

F-56

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

24. BORROWINGS (continued)

vehicles owned by GF Ghana and Abosso (“Secured Assets”). In addition, the lenders are noted as first loss payees under the insurance contracts in respect of the Secured Assets and are assigned the rights under the maintenance contracts between certain suppliers of the Secured Assets. This facility is non-recourse to the rest of the Group. The facility matures in 2017 and as a result is disclosed as a current liability as at 31 December 2016.

Fleet assets in Ghana amounting to US$95.5 million (2015: US$176.6 million) have been pledged as security for this facility.

(5) Borrowings under these facilities are guaranteed by Gold Fields, GF Holdings, Orogen, GFO and GFIJVH.

US$75 million of Facility A matured on 28 November 2015, resulting in the total amount available at 31 December 2015 to be US$1,435 million.

The remaining facilities were cancelled and refinanced through the US$1,290 million term loan and revolving credit facilities on 6 June 2016, resulting in the total amount available to be US$nil at 31 December 2016.

(6) Borrowings under this facility are guaranteed by Gold Fields, GFO, GF Holdings, Orogen, GFIJVH and Gold Fields Ghana Holdings (BVI) Limited.

(7) Borrowings under this facility are guaranteed by Gold Fields, GFO, GF Holdings, Orogen and GFIJVH.

(8) Borrowings under these facilities were guaranteed by Gold Fields, GFO, GF Holdings, Orogen and GFIJVH.

(9) The Group utilised uncommitted loan facilities from some of the major banks to fund the capital expenditure and working capital requirements of the South African operation. These facilities have no fixed terms, are short term in nature and interest rates are market related. Borrowings under these facilities are guaranteed by Gold Fields.

		UNITED STATES DOLLAR
		2016			2015
(a)(i)	US$1 billion notes issue
	Balance at beginning of the year		992.6			964.6
	Transaction costs derecognised		—			26.2
	Buy-back of US$200 million notes		(129.9	)		—
	Profit on buy-back of notes		(17.7	)		—
	Unwinding of transaction costs		1.4			1.8
	Balance at end of the year		846.4			992.6
(a)(ii)	Sibanye Gold guarantee fee
	Balance at beginning of the year		—			26.7
	Payment of Sibanye Gold guarantee fee		—			(0.9	)
	Unwinding of interest		—			0.4
	Derecognition		—			(26.2	)
	Balance at end of the year		—			—

F-57

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

24. BORROWINGS (continued)

		UNITED STATES DOLLAR
		2016			2015
(b)	US$150 million revolving senior secured credit facility
	Balance at beginning of the year		42.0			42.0
	Loans advanced		40.0			—
	Balance at end of the year		82.0			42.0
(c)	US$70 million senior secured revolving credit facility
	Balance at beginning of the year		45.0			35.0
	Loans advanced		—			10.0
	Balance at end of the year		45.0			45.0
(d)	US$1,510 million term loan and revolving credit facilities
	Balance at beginning of the year		724.0			626.0
	Loans advanced		174.0			400.0
	Repayments		(898.0	)		(302.0	)
	Balance at end of the year		—			724.0
(e)	US$1,290 million term loan and revolving credit facilities
	Loans advanced		707.5			—
	Repayments		(49.0	)		—
	Balance at end of the year		658.5			—
(f)	R1,500 million Nedbank revolving credit facility
	Balance at beginning of the year		—			129.8
	Loans advanced		20.8			—
	Repayments		(21.3	)		(129.0	)
	Translation adjustment		0.5			(0.8	)
	Balance at end of the year		—			—
(g)	Rand revolving credit facilities
	Balance at beginning of the year		—			21.6
	Repayments		—			(21.5	)
	Translation adjustment		—			(0.1	)
	Balance at end of the year		—			—
(h)	Short-term Rand uncommitted credit facilities
	Balance at beginning of the year		16.7			65.2
	Loans advanced		356.4			96.0
	Repayments		(315.0	)		(141.8	)
	Translation adjustment		2.9			(2.7	)
	Balance at end of the year		61.0			16.7
	Total borrowings		1,692.9			1,820.3

F-58

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

24. BORROWINGS (continued)

	UNITED STATES DOLLAR
	2016		2015
The exposure of the Group’s borrowings to interest rate changes and the contractual repricing dates at the reporting dates are as follows:
Variable rate with exposure to repricing (six months or less)		846.5		827.7
Fixed rate with no exposure to repricing (US$1 billion notes issue)		846.4		992.6
		1,692.9		1,820.3
The carrying amounts of the Group’s borrowings are denominated in the following currencies:
US Dollar		1,631.9		1,803.6
Rand		61.0		16.7
		1,692.9		1,820.3
The Group has the following undrawn borrowing facilities:
Committed		979.0		1,009.5
Uncommitted		56.6		79.1
		1,035.6		1,088.6
All of the above undrawn committed facilities have floating rates. The uncommitted facilities have no expiry dates and are open ended. Undrawn committed facilities have the following expiry dates:
- within one year		93.0		66.2
- later than one year and not later than two years		106.9		844.0
- later than two years and not later than three years		81.5		99.3
- later than three years and not later than five years		697.6		—
		979.0		1,009.5

F-59

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

25. PROVISIONS

		UNITED STATES DOLLAR
		2016			2015
25.1	Environmental rehabilitation costs		283.1			275.4
25.2	South Deep dividend		6.4			6.5
25.3	Other		2.2			2.2
	Total provisions		291.7			284.1
25.1	Environmental rehabilitation costs
	Balance at beginning of the year		275.4			311.2
	Changes in estimates 1		5.0			(14.3	)
	Interest expense		10.9			11.7
	Payments		(7.4	)		(9.8	)
	Translation adjustment		(0.8	)		(23.4	)
	Balance at end of the year 2		283.1			275.4
	The provision is calculated using the following gross closure cost estimates:
	South Africa		37.1			29.0
	Ghana		105.3			91.5
	Australia		181.8			186.0
	Peru		56.6			46.7
	Total gross closure cost estimates		380.8			353.2
	The provision is calculated using the following assumptions:	Inflation rate			Discount rate
	2016
	South Africa		5.5	%		9.7%
	Ghana		2.2	%		9.7% - 9.8%
	Australia		2.5	%		1.9% - 3.0%
	Peru		2.2	%		3.7%
	2015
	South Africa		5.4	%		10.1%
	Ghana		2.2	%		7.8% - 8.8%
	Australia		2.5	%		2.0% - 2.8%
	Peru		2.2	%		3.5%

(1) Changes in estimates are defined as changes in reserves and corresponding changes in life of mine as well as changes in laws and regulations governing environmental matters, closure cost estimates and discount rates.

(2) South African, Ghanaian, Australian and Peruvian mining companies are required by law to undertake rehabilitation works as part of their ongoing operations. These environmental rehabilitation costs are funded as follows:

- Ghana - reclamation bonds underwritten by banks and restricted cash (refer note 18);

F-60

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

25. PROVISIONS (continued)

- South Africa - contributions into environmental trust funds (refer note 18) and guarantees;

- Australia - unfunded; and

- Peru - bank guarantees.

Refer to note 38 for expected timing of cash outflows in respect of the gross closure cost estimates. Certain current rehabilitation costs are charged to this provision as and when incurred.

25.2 South Deep dividend

	UNITED STATES DOLLAR
	2016			2015
Total provision		7.8			7.8
Current portion included in trade and other payables		(1.4	)		(1.3	)
Balance at end of the year		6.4			6.5
During the six month period ended 31 December 2010, a wholly owned subsidiary company of Gold Fields, Newshelf 899 (Proprietary) Limited (“Newshelf”), was created to acquire 100% of the South Deep net assets from Sibanye Gold. Sibanye Gold was a wholly owned subsidiary of Gold Fields at the time. The new company then issued 10 million Class B ordinary shares representing 10% of South Deep’s net worth to a consortium of BEE partners. Class B ordinary shareholders are entitled to a dividend of R2 per share and can convert the Class B to Class A ordinary shares over a 20 year period from the effective date of the transaction, 6 December 2010. The Class B ordinary shares will convert one-third after 10 years and a third thereafter on each fifth year anniversary.
This transaction was made up of a preferred BEE dividend (R151.4 million) and an equity component (R673.4 million). The preferred dividend represents a liability of Gold Fields to the Class B ordinary shareholders and was valued at R151.4 million, of which R20.0 million or US$1.3 million was declared on 16 March 2016 (20 March 2015: R20.0 million or US$1.7 million) and R20.0 million or US$1.4 million (2015: R20.0 million or US$1.3 million) is classified as a short-term portion under trade and other payables.

F-61

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

26. LONG-TERM INCENTIVE PLAN

	UNITED STATES DOLLAR
	2016		2015
Balance at beginning of the year		12.6		8.3
Charge to income statement		11.0		5.3
Translation adjustment		—		(1.0	)
Balance at end of the year		23.6		12.6
On 1 March 2014, the Remuneration Committee approved the Gold Fields Limited Long-Term Incentive Plan (“LTIP”) to replace the Gold Fields Limited 2012 Share Plan. The plan provides for executive directors, certain officers and employees to receive a cash award conditional on the achievement of specified performance conditions relating to total shareholder return and free cash flow margin. The conditions are assessed over the performance cycle which runs over three calendar years. The expected timing of the cash outflows in respect of each grant is at the end of three years after the original award was made. The fair value of the free cash flow portion of the awards are valued based on the actual and expected achievement of the cash flow targets set out in the plan. No allocations were made under the LTIP in 2016 following the introduction of the Gold Fields Limited 2012 share plan as amended (Refer note 5).
The fair value of the total shareholder return portion of the awards granted during the year made under this plan is valued using the Monte Carlo simulation model. The inputs to the model were as follows:
- weighted average historical volatility (based on a statistical analysis of the share price on a weighted moving average basis for the expected term of the option)		—		45.2	%
- expected term (years)		—		3.0
- three-year risk-free interest rate (based on US interest rates)		—		1.5	%

27. TRADE AND OTHER PAYABLES

	UNITED STATES DOLLAR
	2016		2015
Trade payables		169.3		155.3
Accruals and other payables		245.9		226.4
Leave pay accrual		37.7		34.5
Interest payable on loans		9.7		11.4
Deferred payment - refer note 15.2		67.7		—
Stamp duty payable - refer note 15.2		13.0		—
Total trade and other payables		543.3		427.6

F-62

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

28. CASH GENERATED BY OPERATIONS

	UNITED STATES DOLLAR
	2016			2015			2014
Profit/(loss) for the year		173.7			(242.6	)		20.4
Mining and income taxation		192.1			247.1			118.1
Royalties		80.4			76.0			86.1
Interest expense		82.5			87.8			105.0
Interest received		(7.3	)		(5.9	)		(3.6	)
Dividends received		—			—			(0.1	)
Profit before non-cash and other adjusting items		521.4			162.4			325.9
Amortisation and depreciation		679.2			609.9			656.7
Interest expense - environmental rehabilitation		10.9			11.7			18.4
Non-cash rehabilitation (income)/charge		(9.9	)		(15.1	)		18.4
Interest received - environmental trust funds		(1.0	)		(0.4	)		(0.5	)
Impairment and write-off of investments and assets		124.0			251.9			26.7
(Profit)/loss on disposal of assets		(48.0	)		0.1			1.3
Profit on disposal of investments		(2.3	)		(0.1	)		(0.5	)
Profit on disposal of Chucapaca		—			—			(4.6	)
Share-based payments		14.4			10.9			26.0
Long-term incentive plan		11.0			5.3			8.7
Borrowing costs capitalised		(15.1	)		(16.6	)		(24.2	)
Share of results of equity-accounted investees after taxation		—			2.4			(1.2	)
Other		(14.5	)		(17.0	)		10.2
Total cash generated by operations		1,270.1			1,005.4			1,061.3

29. CHANGE IN WORKING CAPITAL

	UNITED STATES DOLLAR
	2016			2015			2014
Inventories		(38.6	)		46.9			(15.6	)
Trade and other receivables		2.8			37.4			26.6
Trade and other payables		33.1			(40.7	)		72.7
Total change in working capital		(2.7	)		43.6			83.7

30. ROYALTIES PAID

	UNITED STATES DOLLAR
	2016			2015			2014
Amount owing at beginning of the year		(18.5	)		(20.4	)		(23.1	)
Royalties		(80.4	)		(76.0	)		(86.1	)
Amount owing at end of the year		20.2			18.5			20.4
Translation		—			1.0			—
Total royalties paid		(78.7	)		(76.9	)		(88.8	)

F-63

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

31. TAXATION PAID

	UNITED STATES DOLLAR
	2016			2015			2014
Amount owing at beginning of the year		(59.3	)		(37.8	)		(11.5	)
SA and foreign current taxation		(204.7	)		(142.9	)		(134.2	)
Amount owing at end of the year		107.9			59.3			37.8
Translation		—			3.0			2.6
Total taxation paid		(156.1	)		(118.4	)		(105.3	)

32. DISPOSAL OF CHUCAPACA

	UNITED STATES DOLLAR
	2016		2015		2014
During 2014, Gold Fields disposed of its 51% interest in Canteras del Hallazgo (entity that houses the Chucapaca project in Peru) to Compañía de Minas Buenaventura S.A.A.
Below is a summary of Chucapaca’s assets and liabilities disposed of in 2014:
Property, plant and equipment		—		—		132.4
Non-current assets		—		—		10.1
Trade and other receivables		—		—		5.7
Cash and cash equivalents		—		—		0.7
Total assets disposed of		—		—		148.9
Deferred taxation		—		—		2.1
Trade and other payables		—		—		0.6
Total liabilities disposed of		—		—		2.7
Net assets disposed of		—		—		146.2
Less: Non-controlling interest		—		—		(69.8	)
Carrying value disposed of		—		—		76.4
Cash received		—		—		81.0
Profit on disposal		—		—		4.6

F-64

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

33. RETIREMENT BENEFITS

All employees are members of various defined contribution retirement schemes.

Contributions to the various retirement schemes are fully expensed during the period in which they are incurred. The cost of providing retirement benefits for the year amounted to US$30.0 million (2015: US$32.8 million and 2014: US$35.4 million).

34. COMMITMENTS

	UNITED STATES DOLLAR
	2016		2015
Capital expenditure
Contracted for		46.2		48.9
Operating leases 1
- within one year		42.5		2.6
- later than one and not later than five years		229.9		4.4
- later than five years		277.3		—
Guarantees
The Group provides environmental obligation guarantees with respect to its South African, Peruvian and Ghanaian operations. These guarantees amounted to US$100.1 million at 31 December 2016 (2015: US$80.0 million) (refer note 25.1).

(1) The operating lease commitments consist mainly of power purchase agreements entered into at Tarkwa and Damang in 2016. Included in these amounts are payments for non-lease elements in the arrangement.

35. CONTINGENT LIABILITIES

Randgold and Exploration summons

On 21 August 2008, Gold Fields Operations Limited (“GFO”), formerly known as Western Areas Limited (“WAL”), a subsidiary of Gold Fields Limited, received a summons from Randgold and Exploration Company Limited (“R&E”) and African Strategic Investment (Holdings) Limited. The summons claims that during the period that GFO was under the control of Brett Kebble, Roger Kebble and others, WAL assisted in the unlawful disposal of shares owned by R&E in Randgold Resources Limited, or Resources, and Afrikander Lease Limited, now Uranium One.

The claims have been computed in various ways. The highest claims have been computed on the basis of the highest prices of Resources and Uranium One between the dates of the alleged thefts and March 2008 (between approximately US$700 million and US$800 million (between R11 billion and R12 billion)). The alternative claims have been computed on the basis of the actual amounts allegedly received by GFO to fund its operations (approximately R519 million or US$34 million).

F-65

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

35. CONTINGENT LIABILITIES (continued)

During quarter three of 2015, simultaneously with delivering its plea, GFO joined certain third parties to the action (namely JCI Limited, JC Lamprecht, RAR Kebble and the deceased and insolvent estate of BK Kebble), in order to enable it to claim compensation against such third parties in the event that the plaintiffs are successful in one or more of their claims. In addition, notices in terms of section 2(2)(b) of the Apportionment of Damages Act, 1956 were served on various parties by GFO, in order to enable it to make a claim for a contribution against such parties in terms of the Apportionment of Damages Act, should the plaintiffs be successful in one or more of its claims.

It should be noted that the claims lie only against GFO, whose only interest is a 50% stake in the South Deep mine. This alleged liability is historic and relates to a period of time prior to the Group purchasing the Company.

GFO’s assessment remains that it has sustainable defences to these claims and, accordingly, Gold Fields Operation Limited’s attorneys were instructed to vigorously defend the claims.

The ultimate outcome of the claims cannot presently be determined and, accordingly, no adjustment for any effects on the Company that may result from these claims, if any, has been made in the consolidated financial statements.

Silicosis

The principal health risks associated with Gold Fields’ mining operations in South Africa arise from occupational exposure to silica dust, noise, heat and certain hazardous chemicals. The most significant occupational diseases affecting Gold Fields’ workforce include lung diseases (such as silicosis, tuberculosis, a combination of the two and chronic obstructive airways disease (“COAD”) as well as noise-induced hearing loss (“NIHL”). The Occupational Diseases in Mines and Works Act, 78 of 1973 (“ODMWA”) governs the compensation paid to mining employees who contract certain illnesses, such as silicosis. In 2011 the South African Constitutional Court ruled that a claim for compensation under ODMWA does not prevent employees from seeking compensation from their employer in a civil action under common law (either as individuals or as a class). While issues such as negligence and causation need to be proved on a case-by-case basis, it is possible that such ruling could expose Gold Fields to claims related to occupational hazards and diseases (including silicosis), which may be in the form of a class or similar group action. If Gold Fields were to face a significant number of such claims and the claims were suitably established against it, the payment of compensation for the claims could have a material adverse effect on Gold Fields’ results of operations and financial condition. In addition, Gold Fields may incur significant additional costs arising out of these issues, including costs relating to the payment of fees, levies or other contributions in respect of compensatory or other funds established (if any) and expenditures arising out of its efforts to resolve any outstanding claims or other potential action.

During 2012 and 2014, two court applications were served on Gold Fields and its subsidiaries (as well as other mining companies) by various applicants purporting to represent classes of mine workers (and where deceased, their dependants) who were previously employed by or who are employees of, among others, Gold Fields or any of its subsidiaries and who allegedly contracted silicosis and/or tuberculosis.

These were applications in terms of which the court was asked to certify a class action to be instituted by the applicants on behalf of the classes of affected people. According to the applicants, these are the first and preliminary steps in a process, where if the court were to certify the class action, the applicants will in the second stage, bring an action wherein they will attempt to hold Gold Fields and other mining companies

F-66

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

35. CONTINGENT LIABILITIES (continued)

liable for silicosis and/or tuberculosis and the resultant consequences. The applicants contemplate dealing in the second stage with what the applicants describe as common legal and factual issues regarding the claims arising for the whole of the classes. If the applicants are successful in the second stage, they envisage that individual members of the classes could later submit individual claims for damages against Gold Fields and the other mining companies. These applications do not identify the number of claims that could be instituted against Gold Fields and the other mining companies or the quantum of damages the applicants may seek.

Gold Fields opposed the applications.

The two class actions were consolidated into one application on 17 October 2014. In terms of the consolidated application, the court is asked to allow the class actions to be certified. The consolidated application was heard during the weeks of 12 and 19 October 2015. Judgment was reserved.

On 13 May 2016, the High Court ordered, among other things: (1) the certification of two classes: (a) a silicosis class comprising current and former mine workers who have contracted silicosis and the dependants of mine workers who have died of silicosis; and (b) a tuberculosis class comprising current and former mine workers who have worked on the mines for a period of not less than two years and who have contracted pulmonary tuberculosis and the dependants of deceased mine workers who died of pulmonary tuberculosis; and (2) that the common law be developed to provide that, where a claimant commences suing for general damages and subsequently dies whether arising from harm caused by a wrongful act or omission of a person or otherwise, before close of pleadings, and who would but for his or her death have been entitled to continue with such action, the claim for general damages will transmit to the estate of the deceased claimant.

The progression of the classes certified will be done in two phases: (i) a determination of common issues, on an opt-out basis, and (ii) the hearing and determination of individualised issues, on an opt-in basis. In addition, costs were awarded in favour of the claimants. The High Court ruling did not represent a ruling on the merits of the cases brought by the claimants. The amount of damages has not yet been quantified for any of the claimants in the consolidated class application or for any other members of the classes.

Gold Fields and the other respondents believe that the judgment addressed a number of highly complex and important issues, including a far-reaching amendment of the common law, that have not previously been considered by other courts in South Africa. The High Court itself found that the scope and magnitude of the proposed claims is unprecedented in South Africa and that the class action would address novel and complex issues of fact and law. The companies applied for leave to appeal against the judgment because they believed that the court’s ruling on some of these issues is incorrect and that another court may come to a different decision.

On 24 June 2016, the High Court granted the mining companies leave to appeal against the finding amending the common law in respect of the transmissibility of general damages claims. It refused leave to appeal on the certification of silicosis and tuberculosis classes.

On 15 July 2016, Gold Fields and the other respondents each filed petitions to the Supreme Court of Appeal for leave to appeal against the certification of the two separate classes for silicosis and tuberculosis. On 21 September 2016, the Supreme Court of Appeal granted the respondents leave to appeal against all aspects of the class certification judgment of the South Gauteng High Court delivered in May 2016. The appeal record has been filed. It is anticipated that an appeal hearing date may be allocated in the third quarter of 2017.

In addition to the consolidated class action application, an individual action has been instituted against Gold Fields and other mining companies in terms of which the plaintiff claims some US$2 million (R25 million)

F-67

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

35. CONTINGENT LIABILITIES (continued)

in damages plus interest and costs, arising from his alleged contraction of silicosis which he claims was caused by the defendants. The matter is being defended. Gold Fields is proceeding with trial preparation in the normal course. No trial date has yet been allocated.

The ultimate outcome of these matters cannot presently be determined and, accordingly, no adjustment for any effects on the Company that may result from these actions, if any, has been made in the consolidated financial statements.

Acid mine drainage

Acid mine drainage (“AMD”) or acid rock drainage (“ARD”), collectively called acid drainage (“AD”) is formed when certain sulphide minerals in rocks are exposed to oxidising conditions (such as the presence of oxygen, combined with water). AD can occur under natural conditions or as a result of the sulphide minerals that are encountered and exposed to oxidation during mining or during storage in waste rock dumps, ore stockpiles or tailings dams. The acidic water that forms usually contains iron and other metals if they are contained in the host rock.

Gold Fields has identified incidences of AD, and the risk of potential short-term and long-term AD issues, specifically at its Cerro Corona, South Deep and Damang mines and, at currently immaterial levels, its Tarkwa and St Ives mines. The AD issues at Damang mine are confined to the Rex open pit.

Gold Fields commissioned additional technical studies during 2016 to identify the steps required to prevent or mitigate the potentially material AD impacts at its Cerro Corona, Damang and South Deep operations, but none of these studies have allowed Gold Fields to generate a reliable estimate of the total potential impact on the Company. Gold Fields mine closure cost estimates for 2016 contain costs for the aspects of AD management which the Company has reliably been able to estimate.

Gold Fields continues to investigate technical solutions at both its South Deep, Cerro Corona and Damang mines to better inform appropriate short- and long-term mitigation strategies for AD management and to work towards a reasonable cost estimate of these potential issues. Further studies are planned for 2017.

No adjustment for any effects on the Company that may result from AD, if any, has been made in the consolidated financial statements other than through the Group’s normal rehabilitation provisions (refer note 25.1).

Native claim

On 29 March 2016, the Full Court of the Federal Court of Australia overturned a July 2014 Federal Court decision that the re-grant of certain tenements to Gold Fields Australia’s St Ives mine in 2004 by the State was not compliant with the correct processes in the Native Title Act 1993 (Cth).

The Full Federal Court confirmed that St Ives’ re-granted tenements are valid for the purpose of the Native Title Act, and that while St Ives’ rights as tenement holder and the Ngadju People’s native title rights shall coexist, St Ives’ rights shall prevail should there be any inconsistencies.

Following the decision of the Full Federal Court in favour of St Ives, the Ngadju group applied for permission to appeal that decision to the High Court of Australia. On 14 October 2016, that request was declined by the High Court, leaving no other opportunity for review or appeal. St Ives continues to engage with the Ngadju group in relation to routine heritage surveys and other matters.

F-68

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

35. CONTINGENT LIABILITIES (continued)

Accordingly, no adjustment for any effects on the Company has been made in the consolidated financial statements.

Regulatory investigation

On 22 June 2015, Gold Fields notified shareholders that it had been informed by the Foreign Corrupt Practices Act Unit of the United States Securities Exchange Commission (“the Commission”) that it had concluded its investigation in connection with the Black Economic Empowerment (“BEE”) transaction related to South Deep and, based on the information available to them, would not recommend to the Commission that enforcement action be taken against Gold Fields.

The notice was provided under the guidelines set out in the final paragraph of the Securities Act Release No 5310, which states in part that the notice must in no way be construed as indicating that the party has been exonerated or that no action may ultimately result from the staff’s investigation.

In South Africa, in 2013 the Directorate for Priority Crime Investigation (“the Hawks”) informed the Company that it had started a preliminary investigation into the BEE transaction to determine whether or not to proceed with a formal investigation, following a complaint by the Democratic Alliance, a political party in South Africa. The investigation is still in process and it is not possible to determine what effect the ultimate outcome of this investigation, any regulatory findings and any related developments could have on the Company or the timing thereof.

Accordingly, no adjustment for any effects on the Company that may result from the outcome of these investigations, if any, has been made in the consolidated financial statements.

South Deep tax dispute

The South Deep mine (“South Deep”) is jointly owned and operated by GFIJVH (50%) and GFO (50%).

At 31 December 2016, South Deep’s gross deductible temporary differences amounted to US$1,585.3 million (R22,242.2 million), resulting in a deferred tax asset balance of US$475.6 million (R6,672.7 million). This amount is included in the consolidated deferred tax asset of US$48.7 million on Gold Fields’ statement of financial position. South Deep’s gross deductible temporary differences comprises unredeemed capital expenditure balances of US$633.2 million (R8,884.0 million) (tax effect: US$190.0 million (R2,665.2 million)) at GFIJVH and US$606.4 million (R8,508.0 million) (tax effect: US$181.9 million (R2,552.4 million)) at GFO, a capital allowance balance (additional capital allowance) of US$163.4 million (R2,292.0 million) (tax effect: US$49.0 million (R687.6 million)) at GFIJVH and an assessed loss balance of US$182.3 million (R2,558.2 million) (tax effect: US$54.7 million (R767.5 million)) at GFO.

During the September 2014 quarter, the South African Revenue Service (“SARS”) issued a Finalisation of Audit Letter (“the Audit Letter”) stating that SARS has restated GFIJVH’s additional capital allowance balance reflected on its 2011 tax return from R2,292.0 million (US$151.8 million) to nil. The tax effect of this amount is R687.6 million (US$49.0 million), that being referred to above as the “additional capital allowance”.

The additional capital allowance was claimed by GFIJVH in terms of section 36(11)(c) of the South African Income Tax Act, 1962 (“the Act”). The additional capital allowance provides an incentive for new mining

F-69

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

35. CONTINGENT LIABILITIES (continued)

development and only applies to unredeemed capital expenditure. The additional capital allowance allows a 12% capital allowance over and above actual capital expenditure incurred on developing a deep level gold mine, as well as a further annual 12% allowance on the mine’s unredeemed capital expenditure balance brought forward, until the year that the mine starts earning mining taxable income (ie when all tax losses and unredeemed capital expenditure have been fully utilised).

In order to qualify for the additional capital allowance, South Deep must qualify as a “post-1990 gold mine” as defined in the Act. A “post-1990 gold mine”, according to the Act, is defined as “a gold mine which, in the opinion of the Director-General: Mineral and Energy Affairs, is an independent workable proposition and in respect of which a mining authorisation for gold mining was issued for the first time after 14 March 1990”.

During 1999, the Director-General: Minerals and Energy Affairs (“DME”) and SARS confirmed, in writing, that GFIJVH is a “post-1990 gold mine” as defined, and therefore qualified for the additional capital allowance. Relying on these representations, GFIJVH subsequently filed its tax returns on this basis, as was confirmed by the DME and SARS.

In the Audit Letter, SARS stated that both the DME and SARS erred in issuing the confirmations as mentioned above and that GFIJVH does not qualify as a “post-1990 gold mine” and therefore does not qualify for the additional capital allowance.

The Group has taken legal advice on the matter and was advised by external Senior Counsel that SARS should not be allowed to disallow the claiming of the additional capital allowance. GFIJVH has in the meantime not only formally appealed against the position taken by SARS, but also filed an application in the High Court and will vigorously defend its position. A trial date in the Tax Court has been set for October 2017.

Accordingly, no adjustment for any effects on the Company that may result from the proceedings, if any, has been made in the consolidated financial statements.

36. EVENTS AFTER THE REPORTING DATE

Final dividend

On 15 February 2017, Gold Fields declared a final dividend of 60 SA cents per share.

Darlot disposal

On 16 February 2017, Gold Fields announced their intention to dispose of its Darlot operations in Australia.

F-70

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

37. FAIR VALUE OF ASSETS AND LIABILITIES

The estimated fair values of the Group’s financial assets and liabilities are:

	UNITED STATES DOLLAR
	2016				2015
	Carrying amount		Fair value		Carrying amount		Fair value
Financial assets
Cash and cash equivalents		526.7		526.7		440.0		440.0
Trade and other receivables		79.2		79.2		81.9		81.9
Environmental trust fund		44.5		44.5		35.0		35.0
Investments		19.7		19.7		10.9		10.9
Financial liabilities
Trade and other payables		505.6		505.6		393.1		393.1
Borrowings		1,504.9		1,496.7		1,761.6		1,527.8
Current portion of borrowings		188.0		188.0		58.7		58.7
South Deep dividend		6.4		6.4		6.5		6.5

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Trade and other receivables, trade and other payables and cash and cash equivalents

The carrying amounts approximate fair values due to the short maturity of these instruments, except for oil derivatives amounting to US$nil (2015: US$1.5 million) included in other payables which are measured at fair value. The fair values of these contracts are determined by using available market contract values for each trading date’s settlement volume.

Investments

The fair value of publicly traded instruments (listed investments) is based on quoted market values. Unlisted investments are accounted for at cost with adjustments for write-downs where appropriate and the fair value approximates their carrying value. Derivative instruments are accounted for at fair value with adjustments to the fair value being recognised in profit or loss.

Environmental trust fund

The environmental trust fund is stated at fair value based on the nature of the fund’s investments.

Borrowings and current portion of borrowings

The fair value of borrowings and current portion of borrowings, except for the US$1 billion notes issue at a fixed interest rate, approximates their carrying amount as the impact of credit risk is included in the measurement of carrying amounts. The fair value of the US$1 billion notes issue is based on listed market prices.

South Deep dividend

The carrying amount approximates the fair value.

F-71

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

37. FAIR VALUE OF ASSETS AND LIABILITIES (continued)

The Group uses the following hierarchy for measuring the fair value of assets and liabilities at the reporting date:

Level 1: unadjusted quoted prices in active markets for identical asset or liabilities;

Level 2: inputs other than quoted prices in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. There were no transfers during the years ended 31 December 2016 and 2015.

The following table sets out the Group’s assets and liabilities measured at fair value by level within the fair value hierarchy at the reporting date:

UNITED STATES DOLLAR
2015					2016
Level 1	Level 2	Level 3	Total		Total	Level 1	Level 2	Level 3
				Assets measured at fair value
				Trade receivables from provisional
—	3.1	—	3.1	copper concentrate sales	10.6	—	10.6	—
7.8	—	—	7.8	Listed investments	10.5	10.5	—	—
—	—	—	—	Derivative instruments	5.9	—	5.9	—
				Liabilities measured at fair value
—	1.5	—	1.5	Oil derivative contracts	—	—	—	—

Trade receivables from provisional copper concentrate sales

Valued using quoted market prices based on the forward London Metal Exchange (“LME”) and, as such, is classified within Level 2 of the fair value hierarchy.

Listed investments

Comprise equity investments in listed entities and are therefore valued using quoted market prices in active markets.

Derivative instruments

Derivative instruments are measured at fair value through profit or loss. The fair value is determined using a standard European call option format based on a standard option theory model.

Oil derivative contracts

The fair values of these contracts are determined by using available market contract values for each trading date’s settlement volume.

F-72

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

38. RISK MANAGEMENT ACTIVITIES

In the normal course of its operations, the Group is exposed to commodity price, currency, interest rate, liquidity, equity price and credit risk. In order to manage these risks, the Group has developed a comprehensive risk management process to facilitate control and monitoring of these risks.

Controlling and managing risk in the Group

Gold Fields has policies in areas such as counterparty exposure, hedging practices and prudential limits which have been approved by Gold Fields’ Board of Directors. Management of financial risk is centralised at Gold Fields’ treasury department (“Treasury”), which acts as the interface between Gold Fields’ operations and counterparty banks. Treasury manages financial risk in accordance with the policies and procedures established by the Gold Fields Board of Directors and Executive Committee.

Gold Fields’ Board of Directors has approved dealing limits for money market, foreign exchange and commodity transactions, which Gold Fields’ Treasury is required to adhere to. Among other restrictions, these limits describe which instruments may be traded and demarcate open position limits for each category as well as indicating counterparty credit-related limits. The dealing exposure and limits are checked and controlled each day and reported to the Chief Financial Officer.

The objective of Treasury is to manage all financial risks arising from the Group’s business activities in order to protect profit and cash flows. Treasury activities of Gold Fields Limited and its subsidiaries are guided by the Treasury Policy, the Treasury Framework as well as domestic and international financial market regulations. Treasury activities are currently performed within the Treasury Framework with appropriate resolutions from the Board of Gold Fields Limited, which are reviewed and approved annually by the Audit Committee.

The financial risk management objectives of the Group are defined as follows:

Liquidity risk management: The objective is to ensure that the Group is able to meet its short-term commitments through the effective and efficient usage of credit facilities and cash resources.

Currency risk management: The objective is to maximise the Group’s profits by minimising currency fluctuations.

Funding risk management: The objective is to meet funding requirements timeously and at competitive rates by adopting reliable liquidity management procedures.

Investment risk management: The objective is to achieve optimal returns on surplus funds.

Interest rate risk management: The objective is to identify opportunities to prudently manage interest rate exposures.

Counterparty exposure: The objective is to only deal with approved counterparts that are of a sound financial standing and who have an official credit rating. The Group is limited to a maximum investment of 2.5% of the financial institutions’ equity, which is dependent on the institutions’ credit rating. The credit rating used is Fitch Ratings’ short-term credit rating for financial institutions.

Commodity price risk management: Commodity risk management takes place within limits and with counterparts as approved in the Treasury Framework.

Operational risk management: The objective is to implement controls to adequately mitigate the risk of error and/or fraud.

F-73

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

38. RISK MANAGEMENT ACTIVITIES (continued)

Banking relations management: The objective is to maintain relationships with credible financial institutions and ensure that all contracts and agreements related to risk management activities are co-ordinated and consistent throughout the Group and that they comply where necessary with all relevant regulatory and statutory requirements.

Credit risk

Credit risk represents risk that an entity will suffer a financial loss due to the other party of a financial instrument not discharging its obligation.

The Group has reduced its exposure to credit risk by dealing with a number of counterparties. The Group approves these counterparties according to its risk management policy and ensures that they are of good credit quality.

Receivables are reviewed on a regular basis and an allowance for impairment is raised when they are not considered recoverable.

The combined maximum credit risk exposure of the Group is as follows:

	UNITED STATES DOLLAR
	2016		2015
Environmental trust funds		44.5		35.0
Trade and other receivables		79.2		81.9
Cash and cash equivalents		526.7		440.0

Trade receivables comprise banking institutions purchasing gold bullion and refineries purchasing copper concentrate. These receivables are in a sound financial position and no impairment has been recognised.

Trade and other receivables above exclude VAT, prepayments and diesel rebates amounting to US$91.0 million (2015: US$87.0 million).

Receivables that are past due but not impaired total US$nil (2015: US$nil). At 31 December 2016, receivables of US$0.2 million (2015: US$0.1 million) are considered impaired and are provided for.

Concentration of credit risk on cash and cash equivalents and non-current assets is considered minimal due to the above mentioned investment risk management and counterparty exposure risk management policies.

Liquidity risk

In the ordinary course of business, the Group receives cash proceeds from its operations and is required to fund working capital and capital expenditure requirements. The cash is managed to ensure surplus funds are invested to maximise returns while ensuring that capital is safeguarded to the maximum extent possible by investing only with top financial institutions.

F-74

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

38. RISK MANAGEMENT ACTIVITIES (continued)

Uncommitted borrowing facilities are maintained with several banking counterparties to meet the Group’s normal and contingency funding requirements.

The following are the contractually due undiscounted cash flows resulting from maturities of all financial liabilities, including interest payments:

	UNITED STATES DOLLAR
	Within one year		Between one and five years		After five years		Total
2016
Trade and other payables		505.6		—		—		505.6
Borrowings 1
- US$ borrowings 2
- Capital		127.0		1,510.9		—		1,637.9
- Interest		64.6		145.1		—		209.7
- Rand borrowings 3
- Capital		61.0		—		—		61.0
- Interest		5.1		—		—		5.1
Environmental rehabilitation costs 4		3.6		29.8		347.4		380.8
South Deep dividend		1.4		5.2		6.2		12.8
Total		768.3		1,691.0		353.6		2,812.9
2015
Trade and other payables		393.1		—		—		393.1
Borrowings 1
- US$ borrowings 2
- Capital		42.0		1,769.0		—		1,811.0
- Interest		71.6		203.9		—		275.5
- Rand borrowings 3
- Capital		16.7		—		—		16.7
- Interest		1.3		—		—		1.3
Environmental rehabilitation costs 4		—		34.7		318.5		353.2
South Deep dividend		1.3		5.3		6.6		13.2
Total		526.0		2 012.9		325.1		2 864.0

(1) Spot rate: R14.03 = US$1.00. (2015: R15.10 = US$1.00).

(2) US$ borrowings - Spot LIBOR (one month fix) rate adjusted by specific facility agreement: 0.75611% (2015: 0.4175% (one month fix)).

(3) ZAR borrowings - Bank overnight borrowing rate on uncommitted credit facilities: average of 8.3% (2014: 7.5%).

(4) Although environmental rehabilitation costs do not meet the definition of a financial liability, the Group included the gross closure cost estimate in the undiscounted cash flows as it represents a future cash outflow (refer note 25.1). In South Africa and Ghana, US$44.5 million (2015: US$35.0 million) of the environmental rehabilitation costs is funded through the environmental trust funds.

F-75

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

38. RISK MANAGEMENT ACTIVITIES (continued)

Market risk

Gold Fields is exposed to market risks, including foreign currency, commodity price, equity securities price and interest rate risk associated with underlying assets, liabilities and anticipated transactions. Following periodic evaluation of these exposures, Gold Fields may enter into derivative financial instruments to manage some of these exposures.

IFRS 7 sensitivity analysis

IFRS 7 requires sensitivity analysis that shows the effects of reasonably possible changes of relevant risk variables on profit or loss or shareholders’ equity. The Group is exposed to commodity price, currency, interest rate and equity price risks. The effects are determined by relating the reasonably possible change in the risk variable to the balance of financial instruments at reporting date.

The amounts generated from the sensitivity analysis below are forward looking estimates of market risks assuming certain adverse or favourable market conditions occur. Actual results in the future may differ materially from those projected results and therefore should not be considered a projection of likely future events and gains/losses.

Foreign currency sensitivity

General and policy

In the ordinary course of business, Gold Fields enters into transactions, such as gold sales, denominated in foreign currencies, primarily US Dollar. In addition, Gold Fields has investments and indebtedness in US Dollar, as well as South African Rand.

Gold Fields may from time to time establish currency financial instruments to protect underlying cash flows.

Gold Fields’ revenues and costs are very sensitive to the Australian Dollar/US Dollar and South African Rand/US Dollar exchange rates because revenues are generated using a gold price denominated in US Dollar, while costs of the Australian and South African operations are incurred principally in Australian Dollar and South African Rand, respectively. Depreciation of the Australian Dollar and/or South African Rand against the US Dollar reduces Gold Fields’ average costs when they are translated into US Dollar, thereby increasing the operating margin of the Australian and/or South African operations. Conversely, appreciation of the Australian and/or South African Rand results in Australian and/or South African operating costs increasing when translated into US Dollar, resulting in lower operating margins. The impact on profitability of changes in the value of the Australian Dollar and South African Rand against the US Dollar could be substantial.

Although this exposes Gold Fields to transaction and translation exposure from fluctuations in foreign currency exchange rates, Gold Fields does not generally hedge its foreign currency exposure, although it may do so in specific circumstances, such as financing projects or acquisitions. Also, Gold Fields on occasion undertakes currency hedging to take advantage of favourable short-term fluctuations in exchange rates when management believes exchange rates are at unsustainable levels.

Currency risk only exists on account of financial instruments being denominated in a currency that is not the functional currency and being of a monetary nature. The Group had no significant exposure to currency risk relating to financial instruments at 31 December 2016 and 2015. Differences resulting from the translation of financial statements into the Group’s presentation currency are not taken into account.

F-76

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

38. RISK MANAGEMENT ACTIVITIES (continued)

Foreign currency hedging experience

On 25 February 2016, South Deep entered into US$/Rand forward exchange contracts for a total delivery of US$69.8 million starting at July 2016 to December 2016. The average forward rate achieved over the six-month period was R16.8273. The hedge was delivered in July and August and the balance closed out in September 2016. The average rate achieved on delivery and close out was R13.8010, resulting in a profit of R211.2 million (US$14.4 million). At 31 December 2016 and 2015, there were no material foreign currency contract positions.

Commodity price hedging policy

Gold and copper

The market prices of gold and to a lesser extent copper have a significant effect on the results of operations of Gold Fields, the ability of Gold Fields to pay dividends and undertake capital expenditures, and the market price of Gold Fields’ ordinary shares. Gold and copper prices have historically fluctuated widely and are affected by numerous industry factors over which Gold Fields does not have any control. The aggregate effect of these factors on the gold and copper price, all of which are beyond the control of Gold Fields, is impossible for Gold Fields to predict.

Oil

The market price of oil has a significant effect on the results of the offshore operations of Gold Fields. The offshore operations consume large quantities of diesel in the running of their mining fleets. Oil prices have historically fluctuated widely and are affected by numerous factors over which Gold Fields does not have any control.

Commodity price hedging experience

Gold and copper

The Group’s policy is to remain unhedged to the gold and copper price. However, hedges are sometimes undertaken as follows:

• to protect cash flows at times of significant expenditure;

• for specific debt servicing requirements; and

• to safeguard the viability of higher cost operations.

To the extent that it enters into commodity hedging arrangements, Gold Fields seeks to use different counterparty banks consisting of local and international banks to spread risk. None of the counterparties is affiliated with, or related parties of, Gold Fields.

Oil

On 26 November 2014, GFA entered into further Singapore Gasoil 10ppm cash settled swap transaction contracts. A contract for 63,000 barrels for the period January to March 2015 was committed at a fixed price of US$94.00 per barrel and a further 283,500 barrels was committed at a price of US$96.00 per barrel for the period April to December 2015. Brent Crude at the time of the transaction was US$78.45 per barrel.

F-77

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

38. RISK MANAGEMENT ACTIVITIES (continued)

At 31 December 2015, the fair value of these oil derivative contracts was negative US$1.5 million. At 31 December 2016, there were no material oil derivative contracts outstanding.

Equity securities price risk

General

The Group is exposed to equity securities price risk because of investments held by the Group which are classified as available-for-sale. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with limits set by the Group.

The Group’s equity investments are publicly traded and are listed on one of the following exchanges:

• JSE Limited

• Toronto Stock Exchange

• Australian Stock Exchange

• London Stock Exchange

At 31 December 2016 and 2015, the Group had no significant exposure to equity security price risk.

Interest rate sensitivity

General

As Gold Fields has no significant interest-bearing assets, the Group’s income and operating cash flows are substantially independent of changes in market interest rates. Gold Fields’ interest rate risk arises from borrowings.

As of 31 December 2016, Gold Fields’ borrowings amounted to US$1,692.9 million (2015: US$1,820.3 million). Gold Fields generally does not undertake any specific action to cover its exposure to interest rate risk, although it may do so in specific circumstances.

Interest rate sensitivity analysis

The portion of Gold Fields’ interest-bearing borrowings at year-end that is exposed to interest rate fluctuations is US$846.5 million (2015: US$827.7 million). These borrowings are normally rolled for periods between one and three months and are therefore exposed to the rate changes in this period. The remainder of the borrowings bear interest at a fixed rate.

US$785.5 million (2015: US$811.0 million) of the total borrowings at reporting date is exposed to changes in the LIBOR rate and US$61.0 million (2015: US$16.7 million) is exposed to the South African prime (“prime”) interest rate. The relevant interest rates for each facility are described in note 24.

The table below summarises the effect of a change in finance expense on the Group’s profit or loss had LIBOR and prime differed as indicated. The analysis is based on the assumption that the applicable interest

F-78

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

38. RISK MANAGEMENT ACTIVITIES (continued)

rate increased/ decreased with all other variables held constant. All financial instruments with fixed interest rates that are carried at amortised cost are not subject to the interest rate sensitivity analysis.

	UNITED STATES DOLLAR
	Change in interest expense for a nominal change in interest rates
Sensitivity to interest rates		(1.5	%)	(1.0	%)	(0.5	%)	0.5	%	1.0	%	1.5	%
2016
Sensitivity to LIBOR interest rates		(12.0	)	(8.0	)	(4.0	)	4.0		8.0		12.0
Sensitivity to JIBAR and prime interest rates 1		(0.6	)	(0.4	)	(0.2	)	0.2		0.4		0.6
Change in finance expense		(12.6	)	(8.4	)	(4.2	)	4.2		8.4		12.6
2015
Sensitivity to LIBOR interest rates		(12.8	)	(8.5	)	(4.3	)	4.3		8.5		12.8
Sensitivity to JIBAR and prime interest rates 1		(0.5	)	(0.3	)	(0.2	)	0.2		0.3		0.5
Change in finance expense		(13.3	)	(8.8	)	(4.5	)	4.5		8.8		13.3

(1) Average rate: R14.70 = US$1.00 (2015: R12.68 = US$1.00).

39. CAPITAL MANAGEMENT

The primary objective of managing the Group’s capital is to ensure that there is sufficient capital available to support the funding requirements of the Group, including capital expenditure, in a way that:

• optimises the cost of capital;

• maximises shareholders’ returns; and

• ensures that the Group remains in a sound financial position.

There were no changes to the Group’s overall capital management approach during the current year.

The Group manages and makes adjustments to the capital structure as and when borrowings mature or as and when funding is required. This may take the form of raising equity, market or bank debt or hybrids thereof. Opportunities in the market are also monitored closely to ensure that the most efficient funding solutions are implemented.

The Group monitors capital using the ratio of net debt to adjusted EBITDA. Adjusted EBITDA is defined as net operating profit before depreciation and amortisation, adjusted for exploration expenses and certain other costs. The definition of adjusted EBITDA is as defined in the US$1,290 million term loan and revolving credit facilities agreement. Net debt is defined as total borrowings less cash and cash equivalents. The Group’s long-term target is a ratio of net debt to adjusted EBITDA of one times or lower. The bank covenants on external borrowings require a net debt to adjusted EBITDA ratio of 2.5 or below and the ratio is measured based on amounts in United States Dollar.

F-79

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

39. CAPITAL MANAGEMENT (continued)

			UNITED STATES DOLLAR
	Notes		2016			2015
Borrowings		24		1,692.9			1,820.3
Less: Cash and cash equivalents		21		526.7			440.0
Net debt				1,166.2			1,380.3
Adjusted EBITDA				1,232.2			1,002.3
Net debt to adjusted EBITDA				0.95			1.38
Reconciliation of net operating profit, per the consolidated income statement, to adjusted
EBITDA:
Net operating profit				682.8			479.3
Adjusted for:
Amortisation and depreciation		2		679.2			609.9
Exploration expense				(92.2	)		(53.5	)
Social contributions and sponsorships		7		(19.3	)		(12.2	)
Global compliance costs		7		(0.1	)		(3.6	)
Facility charges on borrowings		7		(8.1	)		(1.7	)
Offshore structure costs				(8.9	)		(13.0	)
Corporate related costs				(4.4	)		(0.2	)
Other reconciling items				3.2			(2.7	)
				1,232.2			1 002.3

40. RELATED PARTY TRANSACTIONS

	UNITED STATES DOLLAR
	2016		2015		2014
Key management remuneration (Executive Committee)
Salary		5.6		5.1		5.6
Annual bonus		5.1		4.7		5.2
Severance		1.6		—		0.9
Pension scheme contribution		0.5		0.7		0.7
Proceeds from exercise of equity-settled awards		2.5		3.4		2.0
Other		0.7		0.9		0.9
		16.0		14.8		15.3

For the year ended 31 December 2016, US$1.0 million (2015: US$0.8 million and 2014: US$1.0 million) was paid in non-executive directors’ fees.

None of the directors and officers of Gold Fields or, to the knowledge of Gold Fields, their families, had any interest, direct or indirect, in any transaction during the last three fiscal periods or in any proposed transaction which has affected or will materially affect Gold Fields or its investment interests or subsidiaries, other than as stated above.

F-80

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

40. RELATED PARTY TRANSACTIONS (continued)

None of the directors or officers of Gold Fields or any associate of such director or officer is currently or has been at any time during the past three fiscal periods indebted to Gold Fields.

At 31 December 2016, the Executive Committee and non-executive directors’ beneficial interest in the issued and listed share capital of the Company was 0.21% (2015: 0.1557%). No one director’s interest individually exceeds 1% of the issued share capital or voting control of the Company.

F-81

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

41. SEGMENT REPORT

	UNITED STATES DOLLAR
	South Africa			Ghana									Peru			Australia
	South Deep  1			Tarkwa			Damang			Total Ghana			Cerro Corona			St Ives			Agnew/ Lawlers			Darlot			Granny Smith			Gruyere			Total Australia			Corporate and other  2			Group
INCOME STATEMENT
for the year ended 31 December 2016
Revenue		358.2			708.9			183.4			892.3			322.3			452.3			285.4			83.1			355.8			—			1,176.7			—			2,749.5
Operating costs		(272.3	)		(344.7	)		(136.4	)		(481.2	)		(143.7	)		(192.8	)		(145.7	)		(57.3	)		(141.1	)		—			(536.9	)		1.1			(1,433.0	)
Gold inventory change		0.7			17.5			0.4			17.8			3.8			11.0			5.1			(0.4	)		7.4			—			23.1			—			45.5
Operating profit		86.6			381.6			47.3			428.9			182.5			270.5			144.9			25.4			222.1			—			662.9			1.1			1,362.0
Amortisation and depreciation		(71.5	)		(184.4	)		(17.8	)		(202.2	)		(115.6	)		(144.7	)		(77.1	)		(14.4	)		(45.1	)		—			(281.3	)		(8.6	)		(679.2	)
Net operating profit/(loss)		15.0			197.2			29.5			226.7			66.9			125.8			67.8			11.0			177.0			—			381.6			(7.5	)		682.8
Other income/(costs)		13.5			(7.8	)		(0.6	)		(8.4	)		(13.1	)		13.6			6.3			—			2.3			—			22.2			25.0	3		39.2
Share-based payments		(2.3	)		(2.5	)		(0.3	)		(2.8	)		(2.0	)		(1.2	)		(0.8	)		(0.4	)		(0.9	)		—			(3.3	)		(4.0	)		(14.4	)
Long-term incentive plan		(1.0	)		(2.3	)		(0.5	)		(2.8	)		(1.8	)		(0.8	)		(0.7	)		(0.5	)		(0.8	)		—			(2.8	)		(2.6	)		(11.0	)
Exploration expense		—			—			—			—			—			(21.1	)		(9.6	)		(6.1	)		(10.6	)		—			(47.4	)		(44.8	)		(92.2	)
Restructuring costs		—			(0.2	)		(9.9	)		(10.1	)		—			—			—			—			(1.2	)		—			(1.2	)		(0.4	)		(11.7	)
Impairment of investments and assets		—			—			(10.0	)		(10.0	)		(66.4	)		—			—			—			—			—			—			(0.1	)		(76.5	)
Investment income		1.1			1.8			—			1.8			—			—			—			—			—			—			—			5.4			8.3
Finance expense		(5.5	)		(3.9	)		(3.5	)		(7.4	)		(4.7	)		(2.7	)		(1.0	)		(0.2	)		(1.0	)		—			(4.9	)		(55.8	)		(78.3	)
Royalties		(1.8	)		(35.4	)		(9.2	)		(44.6	)		(4.6	)		—	4		—	4		—	4		—	4		—	4		(29.3	)		—			(80.4	)
Current taxation		—			(52.4	)		—			(52.4	)		(45.9	)		—	4		—	4		—	4		—	4		—	4		(95.7	)		(10.7	)		(204.7	)
Deferred taxation		(6.0	)		22.6			—			22.6			(1.5	)		—	4		—	4		—	4		—	4		—	4		0.3			(2.8	)		12.6
Profit/(loss) for the year		13.0			116.9			(4.5	)		112.5			(73.1	)		—	4		—	4		—	4		—	4		—	4		219.5			(98.3	)		173.7
Profit/(loss) attributable to:
- Owners of the parent		13.0			105.2			(4.0	)		101.3			(72.8	)		—	4		—	4		—	4		—	4		—	4		219.5			(98.3	)		162.8
- Non-controlling interest holders		—			11.7			(0.5	)		11.2			(0.3	)		—	4		—	4		—	4		—	4		—	4		—			—			10.9
STATEMENT OF FINANCIAL POSITION
at 31 December 2016
Total assets (excluding deferred taxation)		1,075.0			1,667.0			132.6			1,799.6			822.5			622.3			426.4			10.1			292.7			272.5			1,624.0			964.9			6,286.0
Total liabilities (excluding deferred taxation)		1,162.0			219.0			96.3			315.3			195.4			136.3			66.3			22.5			63.1			272.4			560.6			446.3			2,679.6
Net deferred taxation (assets)/liabilities		(32.4	)		282.4			—			282.4			95.6			—	4		—	4		—	4		—	4		—	4		87.0			(15.7	)		416.8
Capital expenditure 5		77.9			168.4			37.9			206.3			42.8			140.0			70.0			21.4			90.3			—			321.7			1.3			649.9

F-82

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

41. SEGMENT REPORT (continued)

The above is a geographical analysis presented by location of assets.

The Group is primarily involved in gold mining, exploration and related activities. Activities are conducted and investments held both inside and outside South Africa. The segment results have been prepared and presented based on management’s reporting format. Gold mining operations are managed and internally reported based on the following geographical areas: in South Africa, South Deep mine, in Ghana, Tarkwa and Damang mines, in Australia, St Ives, Agnew/Lawlers, Granny Smith, Darlot mines and Gruyere Gold Project and in Peru, the Cerro Corona mine. Whilst the Gruyere Gold Project does not meet the quantitative criteria for disclosure as a separate segment, it is expected to become a significant contributor to the Group’s performance in future years as the project is being developed. The Group also has exploration interests which are included in the “Corporate and other” segment. Refer to accounting policies on segment reporting on page F-22.

US Dollar figures may not add as they are rounded independently.

(1) The income statement and statement of financial position of South Deep is that of the operating mine and does not include any of the adjustments made in respect of the purchase price allocation relating to the acquisition of South Deep (refer note 14). South Deep Gold mine, being an unincorporated joint venture, is not liable for taxation. Taxation included in South Deep is indicative, as tax is provided in the holding companies at a rate of 30%.

(2) ”Corporate and other” represents the items to reconcile segment data to consolidated financial statement totals, including the elimination of intercompany transactions and balances as well as the Group’s exploration interests. This does not represent a separate segment as it does not generate revenue. Included in “Corporate and other” is the adjustment made in respect of the purchase price allocation, including goodwill relating to the acquisition of South Deep.

(3) Other income “Corporate and other” comprise share of loss of associates after taxation of US$2.3 million, profit on disposal of investments of US$2.3 million, profit on disposal of assets of US$48.0 million and the balance of US$23.0 million consists mainly of corporate related costs.

(4) The Australian operations are entitled to transfer and off-set profits and losses from one company to another, therefore it is not meaningful to split the royalties, income or deferred taxation.

(5) Capital expenditure for the year ended 31 December 2016.

F-83

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

41. SEGMENT REPORT (continued)

	UNITED STATES DOLLAR
	South Africa			Ghana									Peru			Australia
	South Deep 1			Tarkwa			Damang			Total Ghana			Cerro Corona			St Ives			Agnew/ Lawlers			Darlot			Granny Smith			Total Australia			Corporate and other 2			Group
INCOME STATEMENT
for the year ended 31 December 2015
Revenue		232.3			680.7			194.8			875.5			292.2			431.8			273.9			91.3			348.4			1,145.4			—			2,545.4
Operating costs		(236.6	)		(334.2	)		(184.3	)		(518.5	)		(143.8	)		(195.0	)		(142.6	)		(59.8	)		(135.9	)		(533.2	)		0.8			(1,431.3	)
Gold inventory change		—			7.3			(2.1	)		5.2			(1.0	)		(25.3	)		1.1			0.6			(5.4	)		(29.0	)		—			(24.9	)
Operating profit		(4.3	)		353.8			8.5			362.2			147.4			211.5			132.5			32.1			207.1			583.2			0.8			1,089.2
Amortisation and depreciation		(67.9	)		(162.3	)		(26.4	)		(188.7	)		(100.1	)		(109.9	)		(62.0	)		(25.8	)		(54.1	)		(251.8	)		(1.4	)		(609.9	)
Net operating (loss)/profit		(72.2	)		191.5			(18.0	)		173.5			47.3			101.6			70.5			6.3			153.0			331.4			(0.6	)		479.3
Other income/(costs)		1.7			(0.7	)		(2.4	)		(2.9	)		(14.7	)		4.9			2.2			0.6			(1.8	)		5.9			(11.9	)3		(22.1	)
Share-based payments		(1.0	)		(1.5	)		(0.3	)		(1.8	)		(1.2	)		(1.2	)		(0.7	)		(0.2	)		(0.4	)		(2.5	)		(4.4	)		(10.9	)
Long-term incentive plan		(0.7	)		(1.1	)		(0.3	)		(1.4	)		(0.8	)		(0.2	)		(0.5	)		(0.2	)		(0.3	)		(1.2	)		(1.2	)		(5.3	)
Exploration expense		—			—			—			—			—			(21.5	)		(4.0	)		(1.7	)		(3.6	)		(30.8	)		(22.7	)		(53.5	)
Restructuring costs		(0.7	)		(5.3	)		(0.3	)		(5.6	)		—			(3.0	)		—			—			(0.1	)		(3.1	)		—			(9.3	)
Impairment of investments and assets		—			—			(43.8	)		(43.8	)		(6.7	)		—			—			(14.2	)		—			(14.2	)		(156.4	)		(221.1	)
Investment income		0.9			1.3			0.1			1.4			—			—			—			—			—			—			4.0			6.3
Finance expense		(4.1	)		(3.4	)		(2.9	)		(6.3	)		(5.5	)		(2.9	)		(1.3	)		(0.3	)		(1.1	)		(5.6	)		(61.4	)		(82.9	)
Royalties		(1.2	)		(34.0	)		(9.7	)		(43.8	)		(3.1	)		—	4		—	4		—	4		—	4		(28.0	)		—			(76.0	)
Current taxation		—			(34.6	)		(0.7	)		(35.4	)		(33.0	)		—	4		—	4		—	4		—	4		(66.7	)		(7.8	)		(142.9	)
Deferred taxation		22.1			(24.7	)		(11.0	)		(35.7	)		(75.7	)		—	4		—	4		—	4		—	4		(9.5	)		(5.4	)		(104.2	)
(Loss)/profit for the year		(55.2	)		87.5			(89.3	)		(1.8	)		(93.4	)		—	4		—	4		—	4		—	4		175.7			(267.8	)		(242.6	)
(Loss)/profit attributable to:
- Owners of the parent		(55.2	)		78.8			(80.5	)		(1.7	)		(93.0	)		—	4		—	4		—	4		—	4		175.7			(267.8	)		(242.1	)
- Non-controlling interest holders		—			8.7			(8.8	)		(0.1	)		(0.4	)		—	4		—	4		—	4		—	4		—			—			(0.5	)
STATEMENT OF FINANCIAL POSITION
at 31 December 2015
Total assets (excluding deferred taxation)		976.8			1,546.7			139.0			1,685.7			880.5			555.3			393.7			9.1			221.7			1,179.8			1,100.8			5,823.6
Total liabilities (excluding deferred taxation)		1,078.4			195.6			98.5			294.1			133.7			135.2			66.9			23.2			61.5			286.8			829.4			2,622.4
Net deferred taxation (assets)/liabilities		(36.0	)		305.0			—			305.0			94.1			—	4		—	4		—	4		—	4		87.6			(17.5	)		433.2
Capital expenditure 5		66.9			204.2			16.9			221.1			64.8			114.5			73.0			20.0			72.4			279.9			1.4			634.1

F-84

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

41. SEGMENT REPORT (continued)

The above is a geographical analysis presented by location of assets.

The Group is primarily involved in gold mining, exploration and related activities. Activities are conducted and investments held both inside and outside South Africa. The segment results have been prepared and presented based on management’s reporting format. Gold mining operations are managed and internally reported based on the following geographical areas: in South Africa, South Deep mine, in Ghana, Tarkwa and Damang mines, in Australia, St Ives, Agnew/ Lawlers, Granny Smith and Darlot mines and in Peru, the Cerro Corona mine. The Group also has exploration interests which are included in the “Corporate and other” segment. Refer to accounting policies on segment reporting on page F-22.

US Dollar figures may not add as they are rounded independently.

(1) The income statement and statement of financial position of South Deep is that of the operating mine and does not include any of the adjustments made in respect of the purchase price allocation relating to the acquisition of South Deep (refer note 14). South Deep Gold mine, being an unincorporated joint venture, is not liable for taxation. Taxation included in South Deep is indicative, as tax is provided in the holding companies at a rate of 30%.

(2) ”Corporate and other” represents the items to reconcile segment data to consolidated financial statement totals, including the elimination of intercompany transactions and balances as well as the Group’s exploration interests. This does not represent a separate segment as it does not generate revenue. Included in “Corporate and other” is the adjustment made in respect of the purchase price allocation, including goodwill relating to the acquisition of South Deep.

(3) Other costs “Corporate and other” comprise share of loss of associates after taxation of US$5.7 million, profit on disposal of investments of US$0.1 million and the balance of US$6.3 million consists mainly of corporate related costs.

(4) The Australian operations are entitled to transfer and off-set profits and losses from one company to another, therefore it is not meaningful to split the royalties, income or deferred taxation.

(5) Capital expenditure for the year ended 31 December 2015.

F-85

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

41. SEGMENT REPORT (continued)

	UNITED STATES DOLLAR
	South Africa			Ghana									Peru			Australia
	South Deep 1			Tarkwa			Damang			Total Ghana			Cerro Corona			St Ives			Agnew/ Lawlers			Darlot			Granny Smith			Total Australia			Corporate and other 2			Group
INCOME STATEMENT
for the year ended 31 December 2014
Revenue		254.8			706.7			224.6			931.3			375.5			458.8			342.5			106.2			399.8			1,307.3			—			2,868.8
Operating costs		(245.5	)		(373.9	)		(177.6	)		(551.5	)		(158.2	)		(292.3	)		(173.0	)		(81.9	)		(182.6	)		(729.8	)		—			(1,684.9	)
Gold inventory change		—			2.3			(2.1	)		0.2			(1.5	)		9.9			0.3			(1.7	)		—			8.4			—			7.2
Operating profit		9.3			335.1			45.0			380.1			215.8			176.4			169.8			22.5			217.2			586.0			—			1,191.1
Amortisation and depreciation		(74.5	)		(141.6	)		(20.9	)		(162.5	)		(79.6	)		(140.5	)		(96.4	)		(16.6	)		(84.6	)		(338.1	)		(2.0	)		(656.7	)
Net operating (loss)/profit		(65.2	)		193.5			24.1			217.6			136.1			35.9			73.4			5.9			132.6			248.0			(2.0	)		534.4
Other costs		(4.7	)		(0.5	)		0.5			—			(9.5	)		(13.3	)		(13.2	)		(1.2	)		(8.3	)		(36.0	)		(14.0	) 3		(64.2	)
Share-based payments		(2.8	)		(4.2	)		(0.6	)		(4.8	)		(2.6	)		(2.7	)		(1.3	)		(0.5	)		(1.0	)		(5.5	)		(10.3	)		(26.0	)
Long-term incentive plan		(0.6	)		(1.5	)		(0.2	)		(1.7	)		(1.2	)		(1.2	)		(0.7	)		(0.4	)		(0.7	)		(3.0	)		(2.2	)		(8.7	)
Exploration expense		—			—			—			—			—			(8.2	)		(3.7	)		(1.8	)		(1.5	)		(15.2	)		(32.0	)		(47.2	)
Restructuring costs		(14.9	)		(16.9	)		(4.0	)		(20.9	)		—			(3.3	)		(0.1	)		(1.0	)		(0.6	)		(5.0	)		(1.2	)		(42.0	)
Impairment of investments and assets		(8.4	)		—			—			—			—			(1.3	)		(4.3	)		—			—			(5.6	)		(12.7	)		(26.7	)
Investment income		0.9			1.7			0.1			1.8			—			0.3			0.2			—			—			0.5			1.0			4.2
Finance expense		(19.6	)		(7.8	)		(3.5	)		(11.3	)		(3.6	)		(3.9	)		(1.6	)		(1.0	)		(1.8	)		(8.3	)		(56.4	)		(99.2	)
Royalties		(1.3	)		(35.3	)		(11.2	)		(46.5	)		(5.8	)		—	4		—	4		—	4		—	4		(32.6	)		—			(86.1	)
Current taxation		—			(31.1	)		—			(31.1	)		(60.7	)		—	4		—	4		—	4		—	4		(74.9	)		32.5			(134.2	)
Deferred taxation		33.6			(14.2	)		(1.8	)		(16.0	)		13.8			—	4		—	4		—	4		—	4		32.1			(47.4	)		16.1
(Loss)/profit for the year		(83.0	)		83.7			3.4			87.1			66.5			—	4		—	4		—	4		—	4		94.5			(144.7	)		20.4
(Loss)/profit attributable to:
- Owners of the parent		(83.0	)		75.3			3.1			78.4			66.2			—	4		—	4		—	4		—	4		94.5			(143.3	)		12.8
- Non-controlling interest holders		—			8.4			0.3			8.7			0.3			—	4		—	4		—	4		—	4		—			(1.4	)		7.6
STATEMENT OF FINANCIAL POSITION
at 31 December 2014
Total assets (excluding deferred taxation)		1,267.3			1,561.5			215.4			1,776.9			1,041.9			559.1			394.2			24.0			142.1			1,119.4			1,589.8			6,795.3
Total liabilities (excluding deferred taxation)		1,316.3			209.0			96.9			305.9			158.4			145.4			81.0			25.6			70.4			322.4			704.4			2,807.4
Net deferred taxation (assets)/liabilities		(22.7	)		280.4			(11.0	)		269.4			18.3			—	4		—	4		—	4		—	4		87.9			(28.3	)		324.6
Capital expenditure 5		91.9			174.1			16.0			190.1			51.0			117.5			83.4			14.7			58.9			274.4			1.4			608.9

F-86

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

41. SEGMENT REPORT (continued)

The above is a geographical analysis presented by location of assets.

The Group is primarily involved in gold mining, exploration and related activities. Activities are conducted and investments held both inside and outside South Africa. The segment results have been prepared and presented based on management’s reporting format. Gold mining operations are managed and internally reported based on the following geographical areas: in South Africa, South Deep mine, in Ghana, Tarkwa and Damang mines, in Australia, St Ives, Agnew/ Lawlers, Granny Smith and Darlot mines and in Peru, the Cerro Corona mine. The Group also has exploration interests which are included in the “Corporate and other” segment. Refer to accounting policies on segment reporting on page F-22.

US Dollar figures may not add as they are rounded independently.

(1) The income statement and statement of financial position of South Deep is that of the operating mine and does not include any of the adjustments made in respect of the purchase price allocation relating to the acquisition of South Deep (refer to note 14). South Deep Gold mine, being an unincorporated joint venture, is not liable for taxation. Taxation included in South Deep is indicative, as tax is provided in the holding companies at a rate of 30%.

(2) ”Corporate and other” represents the items to reconcile segment data to consolidated financial statement totals, including the elimination of intercompany transactions and balances as well as the Group’s exploration interests. This does not represent a separate segment as it does not generate revenue. Included in “Corporate and other” is the adjustments made in respect of the purchase price allocation, including goodwill relating to the acquisition of South Deep.

(3) Other costs “Corporate and other” comprise share of loss of associates after taxation of US$2.4 million, profit on disposal of investments of US$0.5 million, profit on disposal of Chucapaca of US$4.6 million and the balance of US$16.7 million consists mainly of corporate related costs.

(4) The Australian operations are entitled to transfer and off-set profits and losses from one company to another, therefore it is not meaningful to split the royalties, income or deferred taxation.

(5) Capital expenditure for the year ended 31 December 2014.

F-87

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

42. MAJOR GROUP INVESTMENTS – DIRECT AND INDIRECT

						Group beneficial interest				Carrying value in holding company
		Shares held								Shares				Loans 6
	Notes	2016		2015		2016 %		2015 %		2016 R million		2015 R million		2016 R million			2015 R million
SUBSIDIARIES
Unlisted
Abosso Goldfields Ltd 7
- Class “A” shares	1		49,734,000		49,734,000		90.0		90.0		—		—		—			—
- Class “B” shares	1		4,266,000		4,266,000		90.0		90.0		—		—		—			—
Agnew Gold Mining Company Pty Ltd	2		54,924,757		54,924,757		100.0		100.0		—		—		—			—
Beatrix Mines Ltd	3		96,549,020		96,549,020		100.0		100.0		206.8		206.8		—			—
Beatrix Mining Ventures Ltd	3		9,625,001		9,625,001		100.0		100.0		120.4		120.4		(136.8	)		(136.8	)
Darlot Mining Company Pty Ltd	2		1		1		100.0		100.0		—		—		—			—
Driefontein Consolidated (Pty) Ltd	3		1,000		1,000		100.0		100.0		—		—		(13.1	)		(13.1	)
GFI Joint Venture Holdings (Pty) Ltd	3		311,668,564		311,668,564		100.0		100.0		—		—		(0.4	)		(0.4	)
GFL Mining Services Ltd	3		235,676,387		235,676,387		100.0		100.0		18,790.5		18,790.5		(8,004.2	)		(8,004.2	)
Gold Fields Ghana Ltd 8	1		900		900		90.0		90.0		—		—		—			—
Gold Fields Group Services (Pty) Ltd	3		1		1		100.0		100.0		—		—		355.5			(1,282.8	)
Gold Fields Holdings Company (BVI) Ltd	5		4,084		4,084		100.0		100.0		—		—		—			—
Gold Fields La Cima S.A. 9	4		1,426,050,205		1,426,050,205		99.5		99.5		—		—		—			—
Gold Fields Operations Ltd	3		156,279,947		156,279,947		100.0		100.0		—		—		(0.4	)		(0.4	)
Gold Fields Orogen Holdings (BVI) Ltd	5		258		258		100.0		100.0		—		—		—			—
Gruyere Mining Company Pty Ltd	2		1		—		100.0		—		—		—		—			—
GSM Mining Company Pty Ltd	2		1		1		100.0		100.0		—		—		—			—
Kloof Gold Mining Company Ltd	3		138,600,000		138,600,000		100.0		100.0		602.8		602.8		(610.2	)		(610.2	)
Newshelf 899 (Pty) Ltd 10	3		90,000,000		90,000,000		100.0		100.0		23,210.9		23,210.9		—			—
St Ives Gold Mining Company Pty Ltd	2		281,051,329		281,051,329		100.0		100.0		—		—		—			—
Total											42,931.4		42,931.4		(8,409.6	)		(10,047.9	)

(1) Incorporated in Ghana.

(2) Incorporated in Australia.

(3) Incorporated in the Republic of South Africa.

(4) Incorporated in Peru.

(5) Incorporated in the British Virgin Islands.

(6) The loans are unsecured, interest free and have no fixed repayment terms. These loans eliminate on consolidation.

(7) Abosso Goldfields Ltd (“Abosso”) owns the Damang operation in Ghana. The accumulated non-controlling interest of Abosso at 31 December 2016 amounts to US$3.6 million (2015: US$4.1 million). No dividends were paid to non-controlling interest during 2016 or 2015. Refer to the segment report, note 41, for summarised financial information of Damang.

F-88

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

42. MAJOR GROUP INVESTMENTS – DIRECT AND INDIRECT (continued)

8 Gold Fields Ghana Ltd (“GFG”) owns the Tarkwa operation in Ghana. The accumulated non-controlling interest of GFG at 31 December 2016 amounts to US$116.6 million (2015: US$104.6 million). No dividends were paid to non-controlling interest during 2016 (2015: US$11.5 million). Refer to the segment report, note 41, for summarised financial information of Tarkwa.

9 Gold Fields La Cima S.A. (“La Cima”) owns the Cerro Corona operation in Peru. The accumulated non-controlling interest of La Cima at 31 December 2016 amounts to US$2.5 million (2015: US$3.1 million). A dividend of US$0.2 million was paid to non-controlling interest during 2016 (2015: US$0.4 million). Refer to the segment report, note 41, for financial information of Cerro Corona.

10 Refer note 25.2. Newshelf is the holding company of GFIJVH and GFO which own the South Deep mine. In terms of the South Deep BEE agreement, there is an agreed phase-in participation of BEE partners over 20 years. The BEE partners’ stake will ultimately be 10%, resulting in a 90% holding by Newshelf.

	Shares held				Group beneficial interest
	2016		2015		2016 %			2015 %
OTHER 1
Listed associates
Bezant Resources PLC 2		—		17,945,922		—			21.6	%
Maverix Metals Incorporated (“Maverix”) 3		42,850,000		—		32.3	%		—
Rusoro Mining Limited		140,000,001		140,000,001		25.7	%		26.4	%
Joint venture
Far Southeast Gold Resources Incorporated		1,737,699		1,737,699		40.0	%		40.0	%
Listed equity investments
Bezant Resources PLC 2		17,945,922		—		8.8	%		—
Cardinal Resources Limited		13,700,270		—		4.5	%		—
Cardinal Resources Limited (Options)		19,705,790		—		17.0	%		—
Cascadero Copper Corporation		2,025,000		2,025,000		1.1	%		1.3	%
Clancy Exploration Limited		17,764,783		17,764,783		0.7	%		6.9	%
Consolidated Woodjam Copper Corporation		12,848,016		12,848,016		17.8	%		19.1	%
Fjordland Exploration Incorporated		1,818,182		1,818,182		1.8	%		1.9	%
Hummingbird Resources PLC		21,258,503		21,258,503		6.2	%		19.9	%
Orsu Metals Corp		26,134,919		26,134,919		19.7	%		14.3	%
Radius Gold Incorporated		3,625,124		3,625,124		4.2	%		4.2	%
Sibanye Gold Limited		—		856,330		—			—	4

(1) Only major investments are listed individually.

(2) During 2016, the Group’s holding was diluted from 21.6% to 8.8% following the issue of new shares by Bezant. In line with the Group’s accounting policy, this resulted in Bezant no longer being accounted for as an equity-accounted investee and was re-classified to available-for-sale financial investments.

(3) On 23 December 2016, Gold Fields sold a portfolio of eleven producing and non-producing royalties to Maverix in exchange for 42.85 million common shares and 10.0 million common share purchase warrants of Maverix. The warrants are classified as derivative instruments and are included in investments.

(4) Percentage interest less than 0.1%.

F-89

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

43. RECONCILIATION OF PRIOR PERIOD US GAAP FINANCIAL STATEMENTS TO IFRS FINANCIAL STATEMENTS

Preparation of US GAAP financial statements

With effect from 1 January 2016 and for all future periods, the Group will only report its financial results in accordance with IFRS as issued by the International Accounting Standards Board (IASB) in all financial communications, including reports to the United States Securities and Exchange Commission (SEC). Up to and including the year ended 31 December 2015, in addition to preparing and reporting its financial statements in accordance with IFRS as issued by the IASB, the Group also prepared its financial results for SEC reporting purposes in accordance with United States Generally Accepted Accounting Principles (US GAAP).

In accordance with paragraph 6345.2 of the Division of Corporation Finance Financial Reporting Manual, a reconciliation from US GAAP to IFRS as of and for the years ended 31 December 2015 and 2014, for the consolidated statements of financial position and the consolidated statements of income has been presented.

With effect from 1 January 2016, the decision was taken to prepare IFRS financial statements for SEC reporting purposes. Comparative US GAAP financial statements can be reconciled to the IFRS financial statements as follows:

		UNITED STATES DOLLAR
		2015			2014
Income statement reconciliation
Net loss per previously reported US GAAP financial statements			(347.4	)		(25.2	)
Reconciling items in cost of sales
Exploration costs	(e)		25.9			21.3
Provision for rehabilitation	(f)		2.2			(3.0	)
Cut-backs	(d)		173.7			107.1
Gold inventory change	(h)		8.6			(7.2	)
Reconciling items in amortisation and depreciation
Amortisation of reserves	(b)		4.9			18.0
Cut-backs	(d)		(71.8	)		(33.9	)
Amortisation - asset impairments and write-offs	(i)		24.1			25.0
Amortisation - inclusion of future costs	(c)		23.0			9.7
Amortisation - capitalised interest	(j)		5.7			4.7
Provision for rehabilitation	(f)		(1.4	)		(3.3	)
Reconciling items in exploration expense
Exploration costs	(e)		(30.8	)		(15.1	)
Reconciling items items in impairment of investments and assets
Asset impairments and write-offs	(i)		26.7			(3.2	)
Reconciling items in profit on disposal of Chucupaca
Profit on sale of investments	(l)		—			(68.2	)
Reconciling items in other costs
Rehabilitation adjustment	(f)		8.0			(11.8	)
Other			0.2			—
Reconciling items in mining and income taxation
Mining and income taxation	(m)		(92.2	)		3.5
Reconciling items in share of results of equity-accounted investees after taxation
Share of results of equity-accounted investees after taxation	(n)		(1.9	)		1.9
(Loss)/profit per IFRS financial statements			(242.6	)		20.4

Figures may not add as they are rounded independently

F-90

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

43. RECONCILIATION OF PRIOR PERIOD US GAAP FINANCIAL STATEMENTS TO IFRS FINANCIAL STATEMENTS (continued)

		UNITED STATES DOLLAR
		2015			2014
Net assets reconciliation
Total equity per previously reported US GAAP financial statements			2,637.0			3,691.3
Reconciling items to property, plant and equipment
Business combination - purchase of South Deep	(a)		23.2			30.4
Amortisation of reserves	(b)		168.8			183.6
Amortisation - inclusion of future costs	(c)		(135.5	)		(176.5	)
Cut-backs	(d)		701.9			605.9
Exploration costs	(e)		124.8			154.2
Deferred stripping	(g)		(7.6	)		(6.6	)
Asset impairments and write-offs	(i)		(198.7	)		(290.5	)
Amortisation - interest capitalised	(j)		20.9			23.1
Interest capitalisation	(j)		(68.4	)		(62.7	)
Provision for rehabilitation	(f)		(20.9	)		(18.3	)
Other			(1.8	)		(0.2	)
Reconciling items to goodwill
Business combination - purchase of South Deep	(a)		(283.7	)		(370.6	)
Reconciling items to assets held for sale
Asset impairments and write-offs	(i)		—			9.0
Reconciling items to inventory
Inventory	(h)		(17.1	)		(21.6	)
Inventory stockpiles	(k)		5.7			1.2
Reconciling items to equity accounted investees
Other	(n)		—			1.9
Reconciling items to provisions
Provision for rehabilitation	(f)		0.3			(11.1	)
Reconciling items to deferred tax assets/liabilities
Deferred mining and income taxation	(m)		(180.9	)		(79.2	)
Total equity per IFRS financial statements			2,768.0			3,663.3

Figures may not add as they are rounded independently

F-91

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

43. RECONCILIATION OF PRIOR PERIOD US GAAP FINANCIAL STATEMENTS TO IFRS FINANCIAL STATEMENTS (continued)

Notes to the reconciliation of prior period US GAAP financial statements to IFRS financial statements

(a) Business combinations - purchase of South Deep

Under US GAAP, at the time of the acquisition, traded equity securities issued as consideration in a business combination were valued a few days before and after the terms of the transaction were announced. Under IFRS, traded equity securities issued as consideration in a business combination were valued on the date they were issued.

Under US GAAP, only the additional interest acquired was accounted for at fair value; assets acquired before obtaining control are stated at historical carrying amounts. Under IFRS, the entire interest acquired in South Deep was fair valued upon gaining a controlling interest. In addition, US GAAP requires retrospective equity accounting from the date the interest is acquired until the Group obtains control and the investment becomes a subsidiary. Under IFRS, no retrospective equity accounting is applied.

Under US GAAP, any excess over the purchased price paid and the fair value of the net identifiable assets and liabilities are recorded as goodwill (“parent company model”). Under IFRS, any excess arising over the purchase price paid and the fair value of the net identifiable assets and liabilities acquired for additional interests in subsidiaries from non-controlling interests that do not result in a change in control, are recorded directly in equity (“economic entity model”).

(b) Amortisation of reserves

Under US GAAP, depreciation and amortisation is calculated based upon existing proven and probable reserves. Under IFRS, where it is anticipated that the mine life will significantly exceed the proved and probable reserves, the mine life is estimated using a methodology that takes account of current exploration information to assess the likely recoverable gold from a particular area. Such estimates are adjusted for the level of confidence in the assessment and the probability of conversion to reserves. The probability of conversion is based on historical experience of similar mining and geological conditions.

(c) Amortisation - inclusion of future costs

Under US GAAP, future development costs are not included in the calculation of amortisation and depreciation. Under IFRS, future mine development costs were included in mining assets at the Australian operations in calculating amortisation and depreciation, prior to July 2014.

(d) Cut-backs

Under US GAAP, once the production phase of a mine has commenced, waste laybacks are considered variable production costs that should be included as a component of inventory to be recognised in production costs exclusive of depreciation and amortisation in the same period as the revenue from the sale of inventory. As a result, capitalisation of waste laybacks is appropriate only to the extent product inventory exists at the end of a reporting period. Under IFRS, waste laybacks at surface operations are capitalised as mine development costs.

For the reasons discussed above, the carrying values of the assets under US GAAP are different to those under IFRS, which results in a different amortisation and depreciation expense.

F-92

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

43. RECONCILIATION OF PRIOR PERIOD US GAAP FINANCIAL STATEMENTS TO IFRS FINANCIAL STATEMENTS (continued)

(e) Exploration costs

Under US GAAP, exploration costs are capitalised from the date a bankable feasibility study is completed and prior to a bankable feasibility study all exploration costs are expensed. Under IFRS, exploration activities at certain of the Group’s non-South African operations are broken down into defined areas within the mining lease boundaries. These areas are generally defined by structural and geological continuity. Exploration costs in these areas are capitalised to the extent that specific exploration programmes have yielded targets and/or results that warrant further exploration in future years.

(f) Provision for rehabilitation

Revisions to the provision for environmental rehabilitation

Under US GAAP, changes resulting from revisions in the timing or amount of estimated cash flows are recognised as an increase or decrease in the carrying amount of the provision for environmental rehabilitation and the associated rehabilitation asset for US GAAP. Under IFRS, all changes in the carrying amount of the provision for environmental rehabilitation, other than accretion expense, are recognised as an increase or decrease in the carrying amount of the associated rehabilitation asset.

Under US GAAP, any decreases in the provision for environmental rehabilitation as a result of downward revisions in cash flow estimates should be treated as a modification of an existing provision for environmental rehabilitation and should be measured at the historical discount rate used to measure the initial provision for environmental rehabilitation, while any increases in the provision for environmental rehabilitation are measured at the current discount rate. Under IFRS, the current discount rate is applied to measure the provision for environmental rehabilitation.

Accretion of the provision for environmental rehabilitation and amortisation of the associated rehabilitation asset

For reasons discussed above, the carrying values of the provision for environmental rehabilitation and associated rehabilitation asset, under IFRS, are different to those under US GAAP, which in combination with different discount rates result in a different amortisation and depreciation expense and accretion expense.

Rehabilitation adjustment

Under both US GAAP and IFRS, to the extent that an asset is taken out of service or no longer in use, an increase or decrease in the related carrying amount of the provision for environmental rehabilitation is immediately recognised in profit or loss. For reasons discussed above, the carrying value of the provision for environmental rehabilitation under US GAAP differs to that under IFRS, related to assets taken out of service or no longer in use which, in turn, results in a different amount recognised in profit or loss.

(g) Deferred stripping

Under US GAAP, waste stripping costs are considered costs of the extracted minerals and recognised as a component of inventory to be recognised in production costs exclusive of amortisation and depreciation in the same period as the revenue from the sale of inventory.

F-93

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

43. RECONCILIATION OF PRIOR PERIOD US GAAP FINANCIAL STATEMENTS TO IFRS FINANCIAL STATEMENTS (continued)

Under IFRS, prior to the adoption of IFRIC 20, Stripping Costs in the Production Phase of a Surface Mine, the Group deferred the waste stripping costs in excess of the expected average pitlife stripping ratio. IFRIC 20 was adopted on 1 January 2013.

IFRIC 20 requires that production stripping costs in a surface mine be capitalised to non-current assets if, and only if, all of the following criteria are met:

• It is probable that the future economic benefit associated with the stripping activity will flow to the entity;

• The entity can identify the component of the ore body for which access has been improved; and

• The costs relating to the stripping activity associated with that component can be measured.

If the above criteria are not met, the stripping costs are recognised directly in profit or loss.

(h) Inventory

Under US GAAP, additional amortisation, waste stripping costs and cut-backs expensed are included in the cost of inventory produced. No such absorption of costs occurs under IFRS. Under US GAAP, management was required to record inventory at the lower of cost and market value prior to 2015. Under IFRS, inventory is measured at the lower of cost and net realisable value.

(i) Asset impairments and write-offs

Under US GAAP, after performing impairment tests, both the Darlot and Cerro Corona cash-generating units and certain other assets at Cerro Corona were considered to be impaired in 2015. Under IFRS, the Darlot cash- generating units as well as certain other specific assets at Damang and Cerro Corona were determined to be impaired in 2015.

In addition, Arctic Platinum, classified as held for sale, was not considered impaired under US GAAP in 2014, but considered impaired under IFRS as the fair value less cost of disposal did not exceed the carrying value in 2014. In 2015, Arctic Platinum was impaired under US GAAP. For IFRS purposes, Arctic Platinum was also impaired in 2015, but at a different amount due to having a different carrying value under US GAAP.

Under US GAAP, the Agnew mine was determined to be impaired and an impairment charge was recognised in prior years. Under IFRS, the Agnew mine was not determined to be impaired in prior years.

For reasons discussed above, certain assets carrying values under US GAAP were different to those under IFRS, which resulted in a different amortisation and depreciation expense.

(j) Interest capitalisation

Under US GAAP, total outstanding debt financing is taken into account in calculating the amount of borrowing cost to be capitalised. Under IFRS, borrowing costs are capitalised to the extent that qualifying assets are financed through specific debt financing or general outstanding debt not for any specific purpose other than funding the operations of the Group.

F-94

Notes to the consolidated financial statements

for the year ended 31 December

Figures in millions unless otherwise stated

43. RECONCILIATION OF PRIOR PERIOD US GAAP FINANCIAL STATEMENTS TO IFRS FINANCIAL STATEMENTS (continued)

(j) Interest capitalisation (continued)

For reasons discussed above, certain assets carrying values under US GAAP are different to those under IFRS, which resulted in a different amortisation and depreciation expense.

(k) Inventory stockpiles

Under US GAAP, the market value is deemed the new base cost and impairment charges are not reversed. Under IFRS, previous impairment charges writing down stockpiles to net realisable value are reversed when the net realisable value rises above the original cost.

(l) Profit on sale of investments

Under US GAAP, exploration costs at the Chucapaca exploration project were not capitalised and are not included in the assets disposed of when calculating the profit on sale. Under IFRS, these exploration costs were previously capitalised and are included in the assets disposed of when calculating the profit on sale.

(m) Deferred mining and income taxation

The reconciling item relates to net deferred tax liabilities arising as a consequence of the differences in the book values of the underlying assets and liabilities between those under US GAAP and IFRS as well as differences between US GAAP and IFRS relating to the recognition of deferred tax assets and the recognition of deferred tax liabilities relating to unremitted earnings for foreign subsidiaries and the effect of basis differences related to foreign non-monetary assets and liabilities that are remeasured from the local currency into the functional currency.

(n) Share of results of equity-accounted investees

Difference between US GAAP and IFRS relating to share of results of equity-accounted investees after taxation

F-95

EX-4.18

Exhibit 4.18

EXECUTION VERSION

DATED 6 June 2016

GFI JOINT VENTURE HOLDINGS PROPRIETARY LIMITED

GOLD FIELDS OPERATIONS LIMITED

GOLD FIELDS OROGEN HOLDING (BVI) LIMITED

GOLD FIELDS GHANA HOLDINGS (BVI) LIMITED

Arranged by

THE FINANCIAL INSTITUTIONS LISTED HEREIN

as Arrangers

with

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

Acting as Agent

CREDIT FACILITIES AGREEMENT

Ref: L-247723 PS/IDC

Linklaters LLP as counsel to the Parent

As counsel to the Lenders

CONTENTS

CLAUSE		PAGE
1.	Definitions and Interpretation		4
2.	The Facilities		27
3.	Purpose		27
4.	Conditions of Utilisation		28
5.	Utilisation		29
6.	Repayment		31
7.	Prepayment and Cancellation		34
8.	Interest		38
9.	Interest Periods		40
10.	Changes to the Calculation of Interest		41
11.	Fees		42
12.	Tax Gross-up and Indemnities		45
13.	Increased Costs		50
14.	Other Indemnities		52
15.	Mitigation by the Lenders		53
16.	Costs and Expenses		53
17.	Guarantee and Indemnity		54
18.	Representations		57
19.	Information Undertakings		61
20.	Financial Covenants		66
21.	General Undertakings		68
22.	Events of Default		74
23.	Changes to the Lenders		79
24.	Changes to the Obligors		83
25.	Role of the Agent, the Arranger and the Reference Banks		86
26.	Conduct of Business by the Finance Parties		95
27.	Sharing among the Finance Parties		95
28.	Payment Mechanics		97
29.	Set-off		100
30.	Notices		100
31.	Calculations and Certificates		103
32.	Partial Invalidity		103
33.	Remedies and Waivers		103
34.	Amendments and Waivers		104
35.	Confidential Information		106
36.	Confidentiality of Funding Rates and Reference Bank Quotations		110
37.	Counterparts		111
38.	Governing Law		112
39.	Enforcement		112

2

THE SCHEDULES

SCHEDULE		PAGE
SCHEDULE 1	The Original Parties		113
SCHEDULE 2	Conditions Precedent		117
SCHEDULE 3	Requests		123
SCHEDULE 4	Form of Transfer Certificate		125
SCHEDULE 5	Form of Assignment Agreement		127
SCHEDULE 6	Form of Accession Letter		130
SCHEDULE 7	Form of Resignation Letter		131
SCHEDULE 8	Form of Compliance Certificate		132
SCHEDULE 9	Timetable		133
SCHEDULE 10	LMA Form of Confidentiality Undertaking		134

3

THIS AGREEMENT is dated 6 June 2016 and made between:

(1) GOLD FIELDS LIMITED (the “Parent”);

(2) GFI JOINT VENTURE HOLDINGS PROPRIETARY LIMITED, GOLD FIELDS OPERATIONS LIMITED, GOLD FIELDS OROGEN HOLDING (BVI) LIMITED and GOLD FIELDS GHANA HOLDINGS (BVI) LIMITED (the “Original Borrowers”);

(3) THE SUBSIDIARIES of the Parent listed in Part I of Schedule 1 (The Original Parties) as guarantors (together with the Parent, the “Original Guarantors”);

(4) THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original Parties) as mandated lead arrangers (together the “Mandated Lead Arrangers” and individually a “Mandated Lead Arranger”);

(5) THE FINANCIAL INSTITUTIONS listed in Part III of Schedule 1 (The Original Parties) as lead arrangers (each a “Lead Arranger” and, together with the Mandated Lead Arrangers, and whether acting individually or together, the “Arranger”);

(6) THE FINANCIAL INSTITUTIONS listed in Part IV of Schedule 1 (The Original Parties) as lenders (the “Original Lenders”); and

(7) THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. as agent of the other Finance Parties (the “Agent”).

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

1. Definitions and Interpretation

1.1 Definitions

In this Agreement:

“Accession Letter” means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).

“Additional Borrower” means a company which becomes an Additional Borrower in accordance with Clause 24 (Changes to the Obligors).

“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 24 (Changes to the Obligors).

“Additional Obligor” means an Additional Borrower or an Additional Guarantor.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agreement” means this agreement.

“Anti-Corruption Laws” means:

(a) the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, 1997 (the “OECD Convention”);

4

(b) the US Foreign Corrupt Practices Act of 1977 (as amended by the Foreign Corrupt Practices Act Amendments of 1988 and 1998, and as may be further amended and supplemented from time to time) or the rules and regulations thereunder (the “FCPA”);

(c) the Bribery Act 2010;

(d) the following South African laws:

(i) the South African Prevention and Combating of Corrupt Activities Act, 2004;

(ii) the South African Prevention of Organised Crime Act 1998;

(iii) the South African Protection of Constitutional Democracy Against Terrorist Related Activities Act, 2004;

(e) any other applicable law in any applicable jurisdiction (including any (i) statute, ordinance, rule or regulation; (ii) order of any court, tribunal or any other judicial body; and (iii) rule, regulation, guideline or order of any public body, or any other administrative requirement) which:

(i) prohibits the conferring of any gift, payment or other benefit on any person or any officer, employee, agent or adviser of such person; and/or

(ii) is broadly equivalent to the FCPA and/or the Bribery Act 2010 or was intended to enact the provisions of the OECD Convention or which has as its objective the prevention of corruption.

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Associate” has the meaning given to such term in Clause 20.1 (Financial definitions) of this Agreement.

“Auditors” means, at any time, the auditors of the Parent at that time, being as at the date of this Agreement KPMG and any replacement for those auditors appointed by the Parent.

“Availability Period” means:

(a) in relation to Facility A, the period from and including the date of this Agreement to and including the date which is 20 Business Days after the date of this Agreement;

(b) in relation to Facility B, the period from and including the date of this Agreement to and including the date which is one Month prior to the Termination Date applicable to Facility B; and

(c) in relation to Facility C the period from and including the date of this Agreement to and including the date which is one Month prior to the Termination Date applicable to Facility C.

“Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus:

(a) the amount of its participation in any outstanding Loans under that Facility; and

5

(b) in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made under that Facility on or before the proposed Utilisation Date,

other than in relation to any proposed Utilisation under a Revolving Facility only, that Lender ‘s participation in any Revolving Facility Loans in relation to that Revolving Facility that are due to be repaid or prepaid on or before the proposed Utilisation Date.

“Available Facility” means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility.

“Basel III” has the meaning set out in paragraph (b) of Clause 13.1 (Increased costs).

“Borrower” means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 24 (Changes to the Obligors).

“Break Costs” means the amount (if any) by which:

(a) the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York and Johannesburg.

“Cerro Corona Project” means the development of the gold and copper deposits in Peru by the Cerro Corona Subsidiary.

“Cerro Corona Subsidiary” means Gold Fields La Cima S.A.

“Code” means the US Internal Revenue Code of 1986.

“Commitment” means a Facility A Commitment, a Facility B Commitment or a Facility C Commitment.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate).

“Confidential Information” means all information relating to the Parent, any Obligor, the Group, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

(a) any member of the Group or any of its advisers; or

6

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(a) information that:

(i) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 35 (Confidential Information); or

(ii) is identified in writing at the time of delivery as non-confidential by the Parent; or

(iii) is known by that Finance Party before the date the information is disclosed to it in accordance with sub-paragraph (i) or (ii) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(b) any Funding Rate or Reference Bank Quotation.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA as set out in Schedule 10 (LMA Form of Confidentiality Undertaking) or in any other form agreed between the Parent and the Agent.

“Consolidated EBITDA” has the meaning set out in Clause 20.1 (Financial Definitions).

“Consolidated Tangible Net Worth” means, at any time, the “Shareholders’ Equity”, as reported in the “Group Statement of Changes in Shareholders’ Equity” in the last set of annual consolidated financial statements of the Parent delivered to the Agent pursuant to this Agreement.

“Constitutional Documents” means, in respect of any person at any time, the then current and up-to-date constitutional documents of such person at such time (including, without limitation, such person’s memorandum and articles of association, certificate of incorporation, articles of incorporation or commercial registration certificate).

“Default” means an Event of Default or any event or circumstance specified in Clause 22 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Defaulting Lender” means any Lender:

(a) which has failed to make its participation in a Loan available or has notified the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation);

(b) which has otherwise rescinded or repudiated a Finance Document; or

(c) with respect to which an Insolvency Event has occurred and is continuing,

7

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event, and

payment is made within five (5) Business Days of its due date; or:

(ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

“Designated Website” has the meaning given to it in paragraph (a) of Clause 19.7 (Use of websites).

“Disruption Event” means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with a Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or system-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Encumbrance” means:

(a) any mortgage, pledge, lien, assignment or cession conferring security, hypothecation, a security interest, preferential right or trust arrangement or other encumbrance of the like securing any obligation of any person;

(b) any arrangement under which money or claims to, or for the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person; or

(c) any other type of preferential agreement or arrangement (including any title transfer and retention arrangement), the effect of which is the creation of a security interest.

“Environmental Claim” means any claim, proceeding or investigation by any person in respect of any Environmental Law.

“Environmental Law” means any law applicable to the business conducted by a Material Group Company at the relevant time in any jurisdiction in which that Material Group Company conducts

8

business which relates to the pollution, degradation or protection of the environment or harm to or the protection of human health or the health of animals or plants.

“Environmental Permits” means any permit, licence, consent, approval and other authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any Material Group Company conducted on or from the properties owned or used by that Material Group Company.

“Event of Default” means any event or circumstance specified as such in Clause 22 (Events of Default).

“Existing Facilities” means the facilities granted under the Existing Facility Agreement.

“Existing Facility Agreement” means the US$1,510,000,000 credit facilities agreement dated

28 November 2012 between, among others, the Parent and the financial institutions listed therein, as amended and restated pursuant to a syndication and amendment agreement dated 28 November 2012, an amendment and restatement agreement dated 22 July 2013 and an amendment and restatement agreement dated 18 June 2014.

“Existing Lender” has the meaning given to it in Clause 23.1 (Assignments and transfers by the Lenders).

“Facility” means Facility A, Facility B or Facility C.

“Facility A” means the term loan facility made available under this Agreement as described in paragraph (a) of Clause 2.1 (The Facilities).

“Facility A Commitment” means:

(a) in relation to an Original Lender, the amount set opposite its name under the heading “Facility A Commitment” in Part IV of Schedule 1 (The Original Parties) and the amount of any other Facility A Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Facility A Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Facility A Loan” means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan.

“Facility B” means the revolving loan facility made available under this Agreement as described in paragraph (b) of Clause 2.1 (The Facilities).

“Facility B Commitment” means:

(a) in relation to an Original Lender, the amount set opposite its name under the heading “Facility B Commitment” in Part IV of Schedule 1 (The Original Parties) and the amount of any other Facility B Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Facility B Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

9

“Facility B Loan” means a loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan.

“Facility C” means the revolving loan facility made available under this Agreement as described in paragraph (c) of Clause 2.1 (The Facilities).

“Facility C Commitment” means:

(a) in relation to an Original Lender, the amount set opposite its name under the heading “Facility C Commitment” in Part IV of Schedule 1 (The Original Parties) and the amount of any other Facility C Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Facility C Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Facility C Loan” means a loan made or to be made under Facility C or the principal amount outstanding for the time being of that loan.

“Facility Office” means the office(s) notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office(s) through which it will perform its obligations under this Agreement.

“FATCA” means:

(a) sections 1471 to 1474 of the Code and any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; and

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

“FATCA Application Date” means:

(a) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

(b) in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or

(c) in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA after the date of this Agreement.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

10

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Fee Letter” means any letter or letters dated on or about the date of this Agreement between the Arranger and the Original Borrowers or GF Orogen (or the Agent and GF Orogen) setting out any of the fees referred to in Clause 11 (Fees).

“Fifth Anniversary” has the meaning given to it in clause 6.3 (Facility B extension option).

“Finance Document” means this Agreement, any Fee Letter, any Accession Letter, any Resignation Letter and any other document designated as such by the Agent and the Parent.

“Finance Party” means the Agent, the Arranger or a Lender.

“Financial Indebtedness” means (without double counting) any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract which would, in accordance with GAAP in force as at the date of this Agreement, have been treated as an operating lease);

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) the amount of liability in respect of any purchase price for assets or services the payment of which is deferred where the deferral of such price is either:

(i) used primarily as a method of raising credit; or

(ii) not made in the ordinary course of business;

(g) any agreement or option to re-acquire an asset if one of the primary reasons for entering into such agreement or option is to raise finance;

(h) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(i) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(j) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

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(k) any amount raised by the issue of redeemable shares to the extent such shares are redeemable prior to the Termination Date; and

(l) the amount of any liability in respect of any guarantee or indemnity for any of its items referred to in paragraphs (a) to (k) above.

“Financial Year” means, at any time, the financial year of the Group ending on 31 December in each calendar year.

“Fourth Anniversary” has the meaning given to it in clause 6.3 (Facility B extension option).

“Funding Rate” means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 10.4 (Cost of funds).

“GAAP” means the generally accepted accounting principles set out in IFRS.

“GF Orogen” means Gold Fields Orogen Holding (BVI) Limited.

“Ghanaian Companies” means Gold Fields Ghana Limited and Abosso Goldfields Limited.

“Group” means the Parent and each of its Subsidiaries from time to time.

“Group Company” means a member of the Group.

“Guarantor” means an Original Guarantor or an Additional Guarantor unless, in the case of an Additional Guarantor, it has ceased to be a Guarantor in accordance with Clause 24 (Changes to the Obligors).

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Impaired Agent” means the Agent at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b) the Agent otherwise rescinds or repudiates a Finance Document;

(c) (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or

(d) an Insolvency Event has occurred and is continuing with respect to the Agent;

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

payment is made within five (5) Business Days of its due date; or

(ii) the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

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“Income Tax Act” has the meaning given to it in Clause 12 (Tax Gross-up and Indemnities).

“Increased Costs” has the meaning given to it in paragraph (b) of Clause 13.1 (Increased costs).

“Indebtedness for Borrowed Money” means Financial Indebtedness save for any indebtedness for or in respect of paragraphs (i) and (j) of the definition of “Financial Indebtedness”.

“Information” has the meaning given to such term in paragraph (a) of Clause 18.10 (No misleading information).

“Information Package” means (i) the presentation dated April 2016 entitled Presentation to Bank Group; (ii) Forecasts - base case, $1100/oz and $1000/oz; and (iii) mineral resources & reserves statement 2015, each prepared by the Parent and each in the form approved and identified as such by the Parent, and each of which, at the Parent’s request and on its behalf, has been posted on Debtdomain by The Bank of Tokyo-Mitsubishi UFJ, LTD (in its capacity as coordinator) in connection with the syndication of the Facilities.

“Insolvency Event” means, in relation to a Finance Party, that:

(a) any receiver, administrative receiver, administrator, liquidator, compulsory manager or other similar officer is appointed in respect of that Finance Party or all or substantially all of its assets;

(b) that Finance Party is subject to any event which has an analogous effect to any of the events specified in paragraph (a) above under the applicable laws of any jurisdiction; or

(c) that Finance Party suspends making payments on all or substantially all of its debts or publicly announces an intention to do so.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.5 (Default interest).

“Interpolated Screen Rate” means, in relation to any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

each as of the Specified Time on the Quotation Day for the currency of that Loan.

“Lender” means:

(a) any Original Lender; and

(b) any bank or financial institution which has become a Party in accordance with Clause 23 (Changes to the Lenders),

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which in each case has not ceased to be a Lender in accordance with the terms of this Agreement.

“LIBOR” means, in relation to any Loan:

(a) the applicable Screen Rate as of the Specified Time on the Quotation Day for the currency of that Loan and for a period equal in length to the Interest Period of that Loan; or

(b) as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate),

and if any such rate is less than zero, LIBOR will be deemed to be zero.

“LMA” means the Loan Market Association.

“Loan” means a Facility A Loan, a Facility B Loan or a Facility C Loan.

“Low Rating Period” means any period during which:

(a) the long term credit rating then published by Moody’s in respect of the Parent is Ba2 or lower; and

(b) the long term credit rating then published by Standard & Poor’s in respect of the Parent is BB or lower.

“Majority Lenders” means:

(a) at any time there are only three Lenders, a Lender or Lenders whose Commitments aggregate 66 per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 66 per cent. or more of the Total Commitments immediately prior to the reduction); and

(b) at any other time a Lender or Lenders whose Commitments aggregate more than 66 ²⁄₃ per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 ²⁄₃ per cent. of the Total Commitments immediately prior to the reduction).

“Margin” means the percentage rate per annum determined in accordance with Clause 8.3 (Margin).

“Market Capitalisation” means the product obtained as a result of multiplying (A) by (B), where (A) is the average closing price for the issued shares of the Parent on the Johannesburg Stock Exchange during the 30 day period prior to the date the relevant Obligor or Material Group Company has entered into a legally binding commitment to make the relevant acquisition or investment or the relevant sale, lease, transfer or other disposal (as applicable) and (B) is the total number of shares (including, without double counting those represented by American depository receipts) issued by the Parent.

“Material Adverse Effect” means a material adverse effect on:

(a) the business, operations, property or financial condition of the Group taken as a whole;

(b) the ability of an Obligor to perform its financial or other material obligations under the Finance Documents to which it is a party; or

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(c) the validity or enforceability of the Finance Documents or any of them.

“Material Group Company” means:

(a) the Obligors; and

(b) any member of the Group from time to time that is not a Non-Material Group Company;

and “Material Group Companies” means, as the context requires, all of them.

“Mining Charter” has the meaning given to it in Clause 22.9 (Creditors’ process).

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

Paragraphs (a), (b) and (c) above will only apply to the last Month of any period.

“Moody’s” means Moody’s Investor Services Inc., or any successor to its rating agency function.

“MPRDA” has the meaning given to it in Clause 22.9 (Creditors’ Process).

“New Lender” has the meaning given to it in Clause 23.1 (Assignments and transfers by the Lenders).

“Newshelf” means Newshelf 899 Proprietary Limited, a company incorporated under the laws of South Africa.

“Non-Material Group Company” means, at any time, a member of the Group (other than an Obligor) which had EBITDA (determined on the same basis as Consolidated EBITDA) and gross assets in its most recently ended Financial Year (on a consolidated basis taking into account it and its Subsidiaries only) less than 10 per cent. of Consolidated EBITDA (but including, for these purposes only, the net income of any Project Finance Subsidiaries) and gross assets of the Group (calculated according to the most recent set of audited consolidated financial statements delivered pursuant to Clause 18.11 (Financial Statements)). Compliance with the aforementioned condition shall be determined by reference to the latest audited financial statements of such member of the Group (consolidated in the case of a member of the Group which itself has Subsidiaries), provided that:

(a) if, in the case of any member of the Group which itself has Subsidiaries, no consolidated financial statements are prepared and audited, its consolidated EBITDA and gross assets shall be determined on the basis of pro forma consolidated financial statements

15

of the relevant member of the Group and its Subsidiaries, prepared for this purpose by the Parent;

(b) if any intra-Group transfer or re-organisation takes place, the audited financial statements of the Group Company and all relevant members of the Group shall be adjusted by the Parent in order to take into account such intra-Group transfer or re-organisation; and

(c) the audited financial statements of the Group and any relevant member of the Group shall be adjusted in such a manner as the Auditors think fair and appropriate to take account of the acquisition or disposal of any member of the Group or any business of any member of the Group, after the date or at which the audited financial statements of the Group are made up.

Should there be any dispute regarding whether any member of the Group is or is not a Non-Material Group Company such dispute shall be referred, at the request of the Agent, to the Auditors and a report by the Auditors that a member of the Group is or is not a Non -Material Group Company shall, in the absence of manifest error, be conclusive and binding on all Parties. The costs of obtaining the report by the Auditors will be borne by the unsuccessful party to the dispute.

“Obligor” means a Borrower or a Guarantor.

“Original Financial Statements” means the audited consolidated financial statements of the Parent for the Financial Year ended 31 December 2015.

“Paper Form Lender” has the meaning given to it in paragraph (a) of Clause 19.7 (Use of websites).

“Party” means a party to this Agreement.

“Permitted Disposal” means any sale, lease, transfer or other disposal:

(a) by an Obligor or any member of the Group of obsolete or redundant assets which are no longer required for the efficient operation of the business of such Obligor or such member of the Group;

(b) by an Obligor or any member of the Group in the ordinary course of its day-to-day business if that sale, lease, transfer or other disposal is not otherwise restricted by a term of any Finance Document;

(c) by an Obligor to another Obligor (other than to an Additional Obligor);

(d) by a member of the Group that is not an Obligor to an Obligor or by an Obligor to an Additional Obligor or to a member of the Group that is not an Obligor if such sale, lease, transfer or other disposal is concluded at arm’s length;

(e) by a member of the Group that is not an Obligor to another member of the Group that is not an Obligor;

(f) by any member of the Group to any other person where the higher of the market value or consideration receivable when aggregated with the higher of the market value or

16

consideration receivable for any other sale, lease, transfer or other disposal by any Material Group Company (other than a sale, lease, transfer or other disposal referred to in paragraphs (a), (b), (c), (d), (e), and (h)) does not exceed (at the time of the relevant disposal) 20 per cent. of Market Capitalisation in any Financial Year and does not exceed (at the time of the relevant disposal), in aggregate during the period from the date of this Agreement to the Termination Date, either:

(i) in respect of any such sale, lease, transfer or other disposal made during a Low Rating Period, 25 per cent. of Market Capitalisation; or

(ii) in respect of any such sale, lease, transfer or other disposal made otherwise than in a Low Rating Period, 30 per cent. of Market Capitalisation;

(g) by any member of the Group to any other person where: (i) the relevant sale, lease, transfer or other disposal is completed during a Low Rating Period; (ii) the relevant member of the Group became legally committed to make the sale lease, transfer or other disposal prior to the commencement of that Low Rating Period; and (iii) the relevant sale lease, transfer or other disposal would have been permitted pursuant to paragraph (f) above if on the date on which it was completed, a Low Rating Period was not then continuing; or

(h) for which the Agent has given its prior written consent (acting on the instructions of the Majority Lenders).

“Permitted Encumbrance” means:

(a) any Encumbrance created prior to the date of this Agreement which (i) is disclosed in the Original Financial Statements and (ii) in all circumstances secures only indebtedness outstanding or a facility available at the date of this Agreement if the principal amount or original facility thereby secured is not increased after the date of this Agreement;

(b) any title transfer or retention arrangement entered into by any member of the Group in the normal course of its trading activities and on terms no worse for that member of the Group than the standard terms of the relevant supplier;

(c) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements (which shall include, for the avoidance of doubt, those pursuant to hedging arrangements in relation to gold, silver, copper and other commodity prices, foreign exchange rates and interest rates where such arrangements are entered into for the purposes of providing protection against fluctuation in such rates or prices in the ordinary course of business), for the purpose of netting debit and credit balances;

(d) any lien arising by operation of law and in the ordinary course of trading and not by reason of any default (whether in payments or otherwise), of any member of the Group;

(e) any Encumbrance over or affecting (or transaction described in paragraph (b) of Clause 21.3 (Negative pledge) (“Quasi-Encumbrance”) affecting) any asset acquired by a member of the Group after the date of this Agreement if:

17

(i) the Encumbrance or Quasi-Encumbrance was not created in contemplation of the acquisition of that asset by a member of the Group;

(ii) the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a member of the Group; and

(iii) the Encumbrance or Quasi-Encumbrance is (other than an Encumbrance or Quasi-Encumbrance otherwise permitted pursuant to paragraph (b), (c) or (d) above or, (f), (g), (i), or (j) below) removed or discharged within six (6) months of the date of acquisition of such asset;

(f) any Encumbrance or Quasi-Encumbrance over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Encumbrance or Quasi-Encumbrance is created prior to the date on which that company becomes a member of the Group, if:

(i) the Encumbrance or Quasi-Encumbrance was not created in contemplation of the acquisition of that company;

(ii) the principal amount secured has not increased in contemplation of or since the acquisition of that company; and

(iii) the Encumbrance or Quasi-Encumbrance is (other than an Encumbrance or Quasi-Encumbrance otherwise permitted pursuant to paragraph (b), (c), (d) or (e) above or (g), (i), or (j) below) removed or discharged within six (6) months of that company becoming a member of the Group;

(g) any Encumbrance or Quasi-Encumbrance granted in respect of Project Finance Borrowings over assets of, or the shares in, a Project Finance Subsidiary (other than the Cerro Corona Subsidiary);

(h) any Encumbrance or Quasi-Encumbrance resulting from the rules and regulations of any clearing system or stock exchange over shares and/or other securities held in that clearing system or stock exchange;

(i) in respect of Encumbrances or Quasi-Encumbrances over or affecting any asset of any Material Group Company (other than the Cerro Corona Subsidiary), any Encumbrance or Quasi-Encumbrance securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of any Encumbrance or Quasi-Encumbrance other than any permitted under paragraphs (a) to (h) above and (j) and (k) below), does not at any time exceed 12 per cent. of Consolidated Tangible Net Worth (or its equivalent in another currency) (but adjusted to include the net value of new assets acquired since the last date of the latest set of consolidated annual financial statements of the Group);

(j) any other Encumbrance or Quasi-Encumbrance as agreed by the Agent (acting on the instructions of the Majority Lenders) in writing; or

(k) any Encumbrance or Quasi-Encumbrance granted in respect of Financial Indebtedness incurred in connection with the Cerro Corona Project over the business or assets of the

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Cerro Corona Subsidiary or over the Ownership Interests in the Cerro Corona Subsidiary provided that the amount of Financial Indebtedness secured by all such Encumbrances or Quasi-Encumbrances permitted by this paragraph (k) does not at any time in aggregate exceed two hundred million dollars ($200,000,000) (or its equivalent). In this paragraph (k) “Ownership Interests” means (i) the shares issued by the Cerro Corona Subsidiary, (ii) any shareholder loans made to the Cerro Corona Subsidiary (iii) to the extent required by Peruvian law, the shares in the Holding Company which directly owns the shares issued by the Cerro Corona Subsidiary provided that such Holding Company’s sole assets are shares issued by, and any loans made by it to, the Cerro Corona Subsidiary and its sister company, Minera Gold Fields S.A.

“Permitted Financial Indebtedness” means any Financial Indebtedness:

(a) arising under the Finance Documents;

(b) arising under any environmental bond which any member of the Group is required to issue by any applicable law;

(c) arising in connection with the Cerro Corona Project provided that, the aggregate amount of all such Financial Indebtedness does not at any time exceed two hundred million dollars ($200,000,000) (or its equivalent);

(d) arising under any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price but not for speculative purposes;

(e) of the Group existing and available on the date of this Agreement (or, of any person that becomes a member of the Group from time to time, provided that, such Financial Indebtedness existed at the time such person became a member of the Group and was not created in anticipation thereof);

(f) between Group Companies to the extent incurred for the purposes of financing general corporate and working capital requirements; or

(g) not falling within paragraphs (a), (b), (c), (d), (e) or (f) above provided that the aggregate amount of all Financial Indebtedness (excluding, for the avoidance of doubt, any Financial Indebtedness incurred by a Guarantor or a Project Finance Subsidiary) permitted under this paragraph (g) does not at any time exceed three hundred million dollars ($300,000,000) (or its equivalent).

“Permitted Guarantee” means:

(a) any guarantees of any Financial Indebtedness of any member of the Group;

(b) any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph (c) of the definition of “Permitted Encumbrance”;

(c) any guarantees or indemnities outstanding on the date of this Agreement; or

(d) any guarantees not falling within paragraph (a), (b) or (c) above so long as the aggregate amount of such guarantees outstanding at any time when aggregated with the amount of any loans permitted pursuant to paragraph (f) of “Permitted Loan” does not exceed $250,000,000 (or its equivalent) at any time.

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“Permitted Loan” means:

(a) any trade credit extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of its trading activities;

(b) Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Permitted Financial Indebtedness (except under paragraph (d) of that definition);

(c) a loan made by an Obligor to another Obligor or made by a Material Group Company which is not an Obligor to another Material Group Company;

(d) any loan between Group Companies to the extent made for the purposes of financing general corporate and working capital requirements;

(e) any loan made by an Obligor or Material Group Company which is outstanding on the date of this Agreement; or

(f) any loan (other than a loan permitted under paragraphs (a), (b), (c), (d) or (e) above) so long as the aggregate amount of the Financial Indebtedness under any such loans when aggregated with the amount of any guarantees permitted pursuant to paragraph (d) of “Permitted Guarantee” does not exceed $250,000,000 (or its equivalent) at any time.

“Project Finance Borrowings” means:

(a) any indebtedness to finance (or re-finance) a project comprised of the ownership, development, construction, refurbishment, commissioning and/or operation of assets which is incurred by a Project Finance Subsidiary in connection with such project and in respect of which the recourse of the person(s) making any such finance (or re-finance) available to that Project Finance Subsidiary for the payment, repayment and prepayment of such indebtedness is limited to (i) the Project Finance Subsidiary and its assets and/or the shares in that Project Finance Subsidiary and/or (ii) during the period prior to successful completion of the relevant completion tests applicable to such project guarantees from any one or more members of the Group; or

(b) any indebtedness the terms and conditions of which have been approved by the Agent and which the Agent has agreed in writing (acting on the instructions of the Majority Lenders) to treat as a “Project Finance Borrowing” for the purposes of the Finance Documents.

“Project Finance Subsidiary” means a single purpose company or other entity (excluding the Obligors) whose sole business is a project comprised of the ownership, development, construction, refurbishment, commissioning and/or operation of an asset which has incurred Project Finance Borrowings.

“Qualifying Lender” has the meaning given to it in Clause 12 (Tax Gross-up and Indemnities).

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period (unless market practice for dollars differs in the London interbank market, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice for dollars in the London interbank

20

market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days)).

“Recipient” has the meaning given to it in paragraph (b) of Clause 12.7 (Value added tax).

“Recovered Amount” has the meaning given to it in Clause 27.1 (Payments to Finance Parties).

“Recovering Finance Party” has the meaning given to it in Clause 27.1 (Payments to Finance Parties).

“Redistributed Amount” has the meaning given to it in Clause 27.4 (Reversal of redistribution).

“Reference Bank Quotation” means any quotation supplied to the Agent by a Reference Bank.

“Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks:

(a) as the rate at which the relevant Reference Bank could borrow funds in the London interbank market, in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period; or

(b) if different, as the rate (if any and applied to the relevant Reference Bank and the relevant currency and period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.

“Reference Banks” means the principal London offices of such banks as may be appointed by the Agent in consultation with the Parent at the relevant time.

“Refinancing Date” means the date on which each of the Existing Facilities has been irrevocably repaid or prepaid and cancelled in full.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser o f the first fund.

“Relevant Interbank Market” means the London interbank market.

“Relevant Provision” means any financial covenant or other similar covenant or undertaking that requires the Parent, any member of the Group or the Group (as a whole) to achieve and maintain a stated level of financial condition or financial performance (or any event of default that has an equivalent effect).

“Repeating Representations” means each of the representations set out in Clause 18.1 (Status) to Clause 18.23 (Sanctions) inclusive, other than Clause 18.3 (Binding Obligations), Clause 18.6 (Governing law and enforcement), Clause 18.7 (Deduction of Tax), Clause 18.8 (No filing or stamp taxes), paragraphs (a) and (b) of Clause 18.10 (No misleading information), Clause 18.13 (No proceedings pending or threatened) and paragraph (b) of Clause 18.23 (Sanctions).

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“Replacement Lender” has the meaning given to it in paragraph (a) of Clause 34.4 (Replacement of a Defaulting Lender).

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Resignation Letter” means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

“Retiring Guarantor” has the meaning given to it in Clause 17.8 (Release of Guarantors’ right of contribution).

“Revolving Facility” means Facility B or Facility C, as applicable.

“Revolving Facility Loan” means a Facility B Loan or a Facility C Loan, as applicable.

“Rollover Loan” means one or more Revolving Facility Loans under a Revolving Facility:

(a) made or to be made on the same day that a maturing Revolving Facility Loan under that Revolving Facility is due to be repaid;

(b) the aggregate amount of which is equal to or less than the amount of the maturing Revolving Facility Loan under that Revolving Facility; and

(c) made or to be made to the same Borrower for the purpose of refinancing a maturing Revolving Facility Loan under that Revolving Facility.

“Sanctions” means any economic, financial or trade sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by the United States government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the government of Australia, the government of Canada, the government of Japan, the government of the Republic of South Africa or any other relevant sanctions authority which replaces, or is a successor to, any of the foregoing.

“Sanctioned Country” means a country, territory or region that is the target of Sanctions.

“Screen Rate” means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Parent.

“Selection Notice” means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 9 (Interest Periods) in relation to Facility A.

“Sharing Finance Parties” has the meaning given to it in Clause 27.2 (Redistribution of payments).

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“Sharing Payment” has the meaning given to it in Clause 27.1 (Payments to Finance Parties).

“South African Obligor” means:

(a) GFI Joint Venture Holdings Proprietary Limited;

(b) Gold Fields Operations Limited;

(c) Gold Fields Limited; or

(d) any Additional Obligor incorporated in South Africa.

“Specified Time” means a time determined in accordance with Schedule 9 (Timetable).

“Standard & Poor’s” means Standard & Poor’s, a division of the McGraw-Hill Companies Inc., or any successor to its rating agency function.

“Subject Party” has the meaning given to it in paragraph (b) of Clause 12.7 (Value added tax).

“Subsidiary” means, in relation to any company or corporation, a company or corporation:

(a) which is controlled, directly or indirectly, by the first mentioned company or corporation;

(b) more than half the issued share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or

(c) which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

“Supplier” has the meaning given to it in paragraph (b) of Clause 12.7 (Value added tax).

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Credit” has the meaning given to it in Clause 12 (Tax Gross-up and Indemnities).

“Tax Declaration” has the meaning given to it in Clause 12 (Tax Gross-up and Indemnities).

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax Indemnity).

“Termination Date” means:

(a) in relation to Facility A the third anniversary of the date of this Agreement;

(b) in relation to Facility B, subject to clause 6.3 (Facility B extension option), the third anniversary of the date of this Agreement; and

(c) in relation to Facility C the fifth anniversary of the date of this Agreement.

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“Total Commitments” means the aggregate of the Commitments, being US$1,290,000,000 at the date of this Agreement.

“Total Facility A Commitments” means the aggregate of the Facility A Commitments, being US$380,000,000 at the date of this Agreement.

“Total Facility B Commitments” means the aggregate of the Facility B Commitments, being US$360,000,000 at the date of this Agreement.

“Total Facility C Commitments” means the aggregate of the Facility C Commitments, being US$550,000,000 at the date of this Agreement.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Parent.

“Transfer Date” means, in relation to an assignment or a transfer:

(a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; or

(b) in the event that no Transfer Date is specified in the relevant Assignment Agreement or Transfer Certificate, the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

“Treaty Lender” has the meaning given to it in Clause 12 (Tax Gross-up and Indemnities).

“Treaty State” has the meaning given to it in Clause 12 (Tax Gross-up and Indemnities).

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“US” means the United States of America.

“Utilisation” means a utilisation of a Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Part I of Schedule 3 (Requests).

“VAT” means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature.

“Website Lenders” has the meaning given to it in paragraph (a) of Clause 19.7 (Use of websites).

1.2 Construction

(a) Unless a contrary indication appears any reference in this Agreement to:

(i) the “Agent”, the “Arranger”, any “Finance Party”, any “Lender”, any “Obligor” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

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(ii) “arm’s length” means terms that are fair and reasonable to the counterparty of a transaction and no more or less favourable to the other party to the relevant transaction as could reasonably be expected to be obtained in a comparable arm’s length transaction with a person that is not the ultimate Holding Company of such counterparty or an entity of which such counterparty or its ultimate Holding Company has direct or indirect control, or owns directly or indirectly more than 20 per cent. of the share capital or similar rights of ownership;

(iii) “assets” includes present and future properties, revenues and rights of every description;

(iv) “audited” means, in respect of any financial statement, those financial statements as audited by the Auditors;

(v) “authorisations” mean any authorisation, consent, registration, filing agreement, notarisation, certificate, licence, approval, resolution, permit and/or authority or any exemption from any of the aforesaid, by, with or from any authority (including, without limitation, any approvals required from the South African Reserve Bank in relation to any Finance Document or any transaction contemplated under any Finance Document);

(vi) a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended, replaced or restated;

(vii) a “group of Lenders” includes all the Lenders;

(viii) a “guarantee” means (other than in Clause 17 (Guarantee and Indemnity)), any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent to purchase or assume any indebtedness of any person or to make any investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(ix) “indebtedness” shall be construed so as to include any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(x) “law” shall be construed as any law (including statutory, common or customary law), statute, constitution, decree, judgment, treaty, regulation, directive, by-law, order, other legislative measure, requirement, request or guideline (whether or not having the force of law but, if not having the force of law, is generally complied with by the persons to whom it is addressed or applied) of any government, supranational, local government, statutory or regulatory or self-regulatory or similar body or authority or court and the common law, as amended, replaced, re-enacted, restated or reinterpreted from time to time;

(xi) a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

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(xii) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but complied with generally) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(xiii) a provision of law is a reference to that provision as amended or re-enacted; and

(xiv) a time of day is a reference to London time.

(b) The determination of the extent to which a rate is “ for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c) Section, Clause and Schedule headings are for ease of reference only.

(d) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(e) A Default is “continuing” if it has not been remedied or waived.

1.3 Currency Symbols and Definitions

“US$”, “$” and “dollars” denote lawful currency of the United States of America.

1.4 Third party rights

(a) Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.

(b) Subject to paragraph (b) of Clause 34.2 (Exceptions), but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

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SECTION 2

THE FACILITIES

2. The Facilities

2.1 The Facilities

Subject to the terms of this Agreement, the Lenders make available to the Borrowers:

(a) a dollar term loan facility in an aggregate amount equal to the Total Facility A Commitments;

(b) a dollar revolving loan facility in an aggregate amount equal to the Total Facility B Commitments; and

(c) a dollar revolving loan facility in an aggregate amount equal to the Total Facility C Commitments.

2.2 Finance Parties’ rights and obligations

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in a Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

(c) A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

3. Purpose

3.1 Purpose

(a) The Original Borrowers shall apply all amounts borrowed by them under the Facilities towards, firstly, (i) repayment of the Existing Facility Agreement and thereafter (ii) their general corporate and working capital purposes.

(b) Each Additional Borrower shall apply all amounts borrowed by it under a Facility towards the purposes specified in the Accession Letter to which it is a party as Additional Borrower.

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

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4. Conditions of Utilisation

4.1 Initial conditions precedent

(a) No Borrower may deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent to Initial Utilisation) in form and substance satisfactory to the Agent. The Agent shall notify the Parent and the Lenders promptly upon being so satisfied.

(b) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.2 Further conditions precedent

Subject to Clause 4.1 (Initial Conditions Precedent), the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a) in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Rollover Loan, and in the case of any other Loan, no Default is continuing or would result from the proposed Loan; and

(b) the Repeating Representations to be made by each Obligor are true in all material respects.

4.3 Maximum number of Loans

(a) A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation:

(i) more than 10 Facility A Loans would be outstanding;

(ii) more than 10 Facility B Loans would be outstanding; or

(iii) more than 10 Facility C Loans would be outstanding.

A Borrower may not request that a Facility A Loan be divided if, as a result of the proposed division, 20 or more Facility A Loans would be outstanding.

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SECTION 3

UTILISATION

5. Utilisation

5.1 Delivery of a Utilisation Request

A Borrower may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2 Completion of a Utilisation Request

(a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i) it identifies the Facility to be utilised;

(ii) the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

(iii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

(iv) the proposed Interest Period complies with Clause 9 (Interest Periods).

(b) Only one Loan may be requested in each Utilisation Request.

5.3 Currency and amount

(a) The currency specified in a Utilisation Request must be dollars.

(b) The amount of the proposed Loan must be an amount which is not more than the Available Facility and which is a minimum of ten million dollars ($10,000,000) or, if less, the Available Facility.

5.4 Lenders’ participation

(a) If the conditions set out in this Agreement have been met and subject to Clause 6.2 (Repayment of Revolving Facility Loans), each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

(b) The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making that Loan.

(c) The Agent shall notify each Lender of the amount of each Loan, the amount of its participation in that Loan and in the case of a Revolving Facility Loan and if different the amount of that participation to be made available in accordance with Clause 28.1 (Payments to the Agent), in each case by the Specified Time.

5.5 Cancellation of Commitment

(a) The Facility A Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility A.

(b) The Facility B Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility B.

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(c) The Facility C Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the applicable Availability Period for Facility C.

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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6. Repayment

6.1 Repayment of Facility A Loans

(a) Each Borrower which has drawn a Facility A Loan shall repay that Loan in full on the Termination Date applicable to Facility A.

(b) No Borrower may reborrow any part of Facility A which is repaid.

6.2 Repayment of Revolving Facility Loans

(a) Each Borrower which has drawn a Revolving Facility Loan under a Revolving Facility shall repay that Loan on the last day of its Interest Period.

(b) Without prejudice to each Borrower’s obligation under paragraph (a) above, if:

(i) one or more Revolving Facility Loans under a Revolving Facility are to be made available to a Borrower:

(A) on the same day that a maturing Revolving Facility Loan under that Revolving Facility is due to be repaid by that Borrower; and

(B) in whole or in part for the purpose of refinancing the maturing Revolving Facility Loan under that Revolving Facility; and

(ii) the proportion borne by each Lender’s participation in the maturing Revolving Facility Loan under that Revolving Facility to the amount of that maturing Revolving Facility Loan under that Revolving Facility is the same as the proportion borne by that Lender’s participation in the new Revolving Facility Loans under that Revolving Facility to the aggregate amount of those new Revolving Facility Loans under that Revolving Facility,

the aggregate amount of the new Revolving Facility Loans under that Revolving Facility shall, unless the Parent notifies the Agent to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Revolving Facility Loan under that Revolving Facility so that:

(A) if the amount of the maturing Revolving Facility Loan under that Revolving Facility exceeds the aggregate amount of the new Revolving Facility Loans under that Revolving Facility:

(1) the relevant Borrower will only be required to make a payment under Clause 28.1 (Payments to the Agent) in an amount in the relevant currency equal to that excess; and

(2) each Lender’s participation (if any) in the new Revolving Facility Loans under that Revolving Facility shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation (if any) in the maturing Revolving Facility Loan under that Revolving Facility and that Lender will not be required to make a payment under Clause 28.1 (Payments to the Agent) in respect of its

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participation in the new Revolving Facility Loans under that Revolving Facility; and

(B) if the amount of the maturing Revolving Facility Loan under that Revolving Facility is equal to or less than the aggregate amount of the new Revolving Facility Loans under that Revolving Facility:

(1) the relevant Borrower will not be required to make a payment under Clause 28.1 (Payments to the Agent) and

(2) each Lender will be required to make a payment under Clause 28.1 (Payments to the Agent) in respect of its participation in the new Revolving Facility Loans under that Revolving Facility only to the extent that its participation in the new Revolving Facility Loans under that Revolving Facility exceeds that Lender’s participation in the maturing Revolving Facility Loan under that Revolving Facility and the remainder of that Lender’s participation in the new Revolving Facility Loans under that Revolving Facility shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Revolving Facility Loan under that Revolving Facility.

6.3 Facility B extension option

(a) The Parent may request that the Termination Date in relation to Facility B be extended subject to the terms of this Clause 6.3:

(i) by giving notice to the Agent not less than 30 days (and not more than 60 days) before the date which is one year after the date of this Agreement with the effect that the Termination Date in relation to Facility B shall be the fourth anniversary of the date of this Agreement (the “Fourth Anniversary”) with respect to the Facility B Commitment and participation in the Facility B Loans of each Lender which agrees to such extension; and/or

(ii) by giving notice to the Agent not less than 30 days (and not more than 60 days) before the date which is two years after the date of this Agreement:

(A) if the Parent has requested an extension pursuant to paragraph (a)(i) of this Clause 6.3 above and such extension was agreed between the Parent and one or more Lenders (each an “Extending Lender”), with the effect that the Termination Date in relation to Facility B shall be the fifth anniversary of the date of this Agreement (the “Fifth Anniversary”) with respect to the Facility B Commitment and participation in the Facility B Loans of each Extending Lender which agrees to the extension referred to in this paragraph (a)(ii)(A); or

(B) if (i) the Parent has not requested an extension pursuant to paragraph (a)(i) of this Clause 6.3 above or (ii) such a request was made but was not agreed to by one or more Lenders (each such Lender a “Non-Extending Lender”), with the effect that the Termination Date in relation to Facility B shall be the Fourth Anniversary with respect to the Facility B Commitment and participation in the

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Facility B Loans of each Lender or (as applicable) Non-Extending Lender which agrees to the extension in this paragraph (a)(ii)(B).

(b) A notice served by the Parent pursuant to paragraph (a) of this Clause 6.3 above shall be irrevocable.

(c) The Agent shall promptly notify each Lender of any such request.

(d) Each Lender shall notify the Agent of its decision (which shall be in its sole discretion) whether or not to agree to the request by the date falling not later than 15 days after the date on which the relevant Lender received the request (the “ Response Deadline”) and the Agent shall promptly notify the Parent whether or not each Lender has agreed to the request. If a Lender does not respond to a request by the Response Deadline, it will be deemed to have refused that request.

(e) In the event that one or more (but not all) of the Lenders agree to a request, the Parent may, promptly following receipt of notification from the Agent pursuant to paragraph (d) above, elect by notice to the Agent to accept the extension offered by all the relevant Lender(s), in which case the Termination Date shall be extended in relation to the Facility B Commitments and participations of such Lender(s).

(f) In the event that all of the Lenders agree to a request, the Termination Date shall be extended in relation to the Facility B Commitments and participations of all such Lenders.

(g) Notwithstanding any other provision in this Agreement:

(i) no request for a further extension under this Clause 6.3 shall extend the Termination Date in relation to Facility B beyond the Fifth Anniversary; and

(ii) the Lenders will only be obliged to comply with the provisions of this Clause 6.3 if on the date of any extension request and the date falling on the third anniversary of the date of this Agreement or, in the case of an extension request requesting a further extension in relation to Facility B to the Fifth Anniversary, the Fourth Anniversary:

(A) no Default is continuing or would result from the proposed extension; and

(B) the Repeating Representations to be made by each Obligor are true in all material respects.

(h) If any Lender does not agree to any extension request, the Termination Date applicable to its Facility B Commitments shall remain that Termination Date which applied to it immediately prior to the service of the relevant request and its participation in any outstanding Facility B Loan shall be repaid in accordance with Clause 6.2 (Repayment of Revolving Loans).

(i) If any extension is agreed in accordance with this Clause 6.3, GF Orogen shall pay to the Agent (for the account of each Lender that is, at that time, agreeing to that extension) a fee (at a flat percentage rate to be agreed between GF Orogen and the relevant Extending Lenders at the time of the extension) on the amount of Commitment of each

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Extending Lender whose Commitment is extended. Any such fee shall be payable on the third Business Day after (i) the Parent notifies the Agent of its decision to proceed with the relevant extension in accordance with paragraph (e) above or (ii) the date on which the Agent notifies the Parent that all of the Lenders have agreed to a request (as applicable).

7. Prepayment and Cancellation

7.1 Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan (or if it becomes unlawful for any Affiliate of a Lender for that Lender to do so):

(a) that Lender shall promptly notify the Agent upon becoming aware of that event;

(b) upon the Agent notifying the Parent, the Available Commitment of that Lender will be immediately cancelled; and

(c) each Borrower shall repay that Lender’s participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Parent or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitments shall be cancelled in the amount of the participations repaid.

7.2 Change of control

(a) If any person or group of persons acting in concert gains control of the Parent:

(i) the Parent shall promptly notify the Agent upon becoming aware of that event;

(ii) a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan) and the Agent and the Parent shall consult about the change of control;

(iii) if the Majority Lenders so require after a period of forty-five (45) days from receipt of the notice referred to in (i) above (provided, for the avoidance of doubt, failure of the Parent to provide such notice shall not prevent the Lenders from taking the following actions), the Agent shall by notice to the Parent, (such notice to be delivered no later than sixty (60) days from receipt of the notice referred to in sub-paragraph (i) above), cancel the Total Commitments and declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable;

(iv) if the Agent does not serve the notice referred to in sub-paragraph (iii) above, a Lender may by notice to the Agent which shall be delivered not earlier than forty -five (45) days nor later than sixty (60) days from receipt of the notice referred to in sub-paragraph (i) above, whereupon the Agent shall by notice to the Parent (such notice to be delivered promptly after receipt of such Lender notification), cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest thereon and all other amounts due to such Lender under the Finance

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Documents immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding amounts will become immediately due and payable.

(b) For the purpose of paragraph (a) above “control” means:

(i) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A) cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of the Parent;

(B) appoint or remove all, or the majority, of the directors or other equivalent officers of the Parent; or

(C) give directions with respect to the operating and financial policies of the Parent which the directors or other equivalent officers of the Parent are obliged to comply with; or

(ii) the holding of more than one-half of the issued share capital of the Parent (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital).

(c) For the purpose of paragraph (a) above “acting in concert” means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co -operate, through the acquisition by any of them, either directly or indirectly, of shares in the Parent, to obtain or consolidate control of the Parent.

7.3 Voluntary cancellation

During the Availability Period, the Parent may, if it gives the Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of US$10,000,000 of an Available Facility. Any cancellation under this Clause 7.3 shall reduce the Commitments of the Lenders rateably under that Facility.

7.4 Voluntary Prepayment of Facility A Loans

(a) A Borrower to which a Facility A Loan has been made may, if it gives the Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of any Facility A Loan (but, if in part, being an amount that reduces the amount of the Facility A Loan by a minimum amount of US$10,000,000).

(b) A Facility A Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the applicable Available Facility is zero).

7.5 Voluntary Prepayment of Revolving Facility Loans

The Borrower to which a Revolving Facility Loan has been made may, if it gives the Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Revolving Facility Loan (but if in part, being an amount that reduces the amount of the Revolving Facility Loan by a minimum amount of US$10,000,000.

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7.6 Right of replacement or repayment and cancellation in relation to a single Lender

(a) If:

(i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up); or

(ii) any Lender claims indemnification from the Parent under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs),

the Parent may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.

(b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amount.

(c) On the last day of each Interest Period which ends after the Parent has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.

(d) The Parent may, in the circumstances set out in paragraph (a) above, on five (5) Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Parent which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

(e) The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:

(i) the Parent shall have no right to replace the Agent;

(ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and

(iii) in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

7.7 Restrictions

(a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or

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dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

(c) No Borrower may reborrow any part of Facility A which is prepaid.

(d) Unless a contrary indication appears in this Agreement any part of a Revolving Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.

(e) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(f) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent or the affected Lender, as appropriate.

(h) If all or part of any Lender’s participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender’s Commitment (equal to the amount of the participation which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment.

7.8 Application of prepayments

Any prepayment of a Loan pursuant to paragraph (a)(iii) of Clause 7.2 (Change of control), Clause 7.4 (Voluntary Prepayment of Facility A Loans) or Clause 7.5 (Voluntary Prepayment of Revolving Facility Loans) shall be applied pro rata to each Lender’s participation in that Loan.

7.9 Right of cancellation in relation to a Defaulting Lender

(a) If any Lender becomes a Defaulting Lender, the Parent may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent five (5) Business Days’ notice of cancellation of each Available Commitment of that Lender.

(b) On the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero.

(c) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.

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SECTION 5

COSTS OF UTILISATION

8. Interest

8.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin; and

(b) LIBOR.

8.2 Payment of interest

Each Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six (6) months, on the dates falling at 6 (six) Monthly intervals after the first day of the relevant Interest Period).

8.3 Margin

Subject to Clause 8.4 (Margin Adjustments):

(a) the Margin in relation to each Facility A Loan is 2.50 per cent. per annum;

(b) the Margin in relation to each Facility B Loan is 2.20 per cent. per annum; and

(c) the Margin in relation to each Facility C Loan is 2.45 per cent. per annum.

8.4 Margin Adjustments

(a) The Margin for all Loans shall, on each date on which the Parent notifies the Agent that a revised long term credit rating assigned to the Parent by either Moody’s or Standard & Poor’s is published or withdrawn, be adjusted to the percentage rate set out opposite the relevant long term credit rating assigned to the Parent in the table below.

Rating (Standard & Poor’s)	Rating (Moody’s)	Facility A Margin p.a.			Facility B Margin p.a.			Facility C Margin p.a.
BBB	Baa2		1.75	%		1.45	%		1.70	%
BBB-	Baa3		2.00	%		1.70	%		1.95	%
BB+	Ba1		2.50	%		2.20	%		2.45	%
BB	Ba2		3.00	%		2.70	%		2.95	%
BB-	Ba3		3.50	%		3.20	%		3.45	%

(b) Any adjustment to the Margin (whether upwards or downwards) will apply from the date on which the Parent notifies the Agent of the publication of the relevant change to, or to the extent applicable, the withdrawal of the long term credit rating assigned to the Parent by Moody’s or Standard & Poor’s.

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(c) If at any time there is a difference in the long term credit ratings assigned to the Parent by each of Standard & Poor’s and Moody’s, the applicable Margin will be the average of the Margins applicable to the relevant ratings.

(d) If at any time only one of Standard & Poor’s or Moody’s assigns a long term credit rating to the Parent or if either Standard & Poor’s or Moody’s ceases to assign a long term credit rating to the Parent:

(i) the applicable Margin will be the average of (x) the Margin applicable to the rating assigned by the remaining rating agency or the rating agency that has issued a rating (as applicable) and (y) the applicable Margin set out in the table above opposite the ratings BB- in the case of Standard & Poor’s and Ba3 in the case of Moody’s; or

(ii) the Parent may obtain a substitute rating from another statistical rating agency acceptable to the Agent, acting reasonably, but until such time as a substitute rating agency is appointed by the Parent and has assigned a long term credit rating to the Parent, the Margin shall be determined in accordance with sub-paragraph (i) above.

(e) Following any substitution under paragraph (d)(ii) above, references in this Clause 8.4 to Moody’s or Standard & Poor’s as the case may be shall be to such substitute rating agency.

(f) If none of Moody’s, Standard & Poor’s or any other statistical ratings agency appointed by the Parent under paragraph (d)(ii) above, assign a long term credit rating to the Parent, the Margin set out in the table above opposite the ratings BB- in the case of Standard & Poor’s and Ba3 in the case of Moody’s will apply.

(g) Notwithstanding any other provision, if at any time an Event of Default is continuing:

(i) the Margin in relation to Facility A will be 3.50 per cent. per annum;

(ii) the Margin in relation to Facility B will be 3.20 per cent. per annum; and

(iii) the Margin in relation to Facility C will be 3.45 per cent. per annum.

(h) If the relevant Event of Default ceases to be continuing, the Margin will be calculated in accordance with paragraph (a) above, and shall take effect in relation to each Loan from the next Business Day after the date on which the relevant Event of Default ceases to be continuing.

(i) The Parent shall notify the Agent promptly upon (and in any event within three (3) Business Days) becoming aware that Moody’s, and/or Standard & Poor’s and/or any other statistical ratings agency as appointed by the Parent under paragraph (d)(ii) above has published or withdrawn a long term credit rating assigned to the Parent.

8.5 Default interest

(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 1 per cent.

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per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 8.5 shall be immediately payable by that Obligor on demand by the Agent.

(b) If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be 1 per cent. per annum higher than the rate which would have applied if the overdue amount had not become due.

(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

8.6 Notification of rates of interest

The Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement.

9. Interest Periods

9.1 Selection of Interest Periods

(a) A Borrower (or the Parent on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan has already been borrowed) in a Selection Notice.

(b) Each Selection Notice for a Facility A Loan is irrevocable and must be delivered to the Agent by the Borrower (or the Parent on behalf of a Borrower) to which that Facility A Loan was made not later than the Specified Time.

(c) Subject to this Clause 9, if a Borrower (or the Parent) fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will be three Months.

(d) Subject to this Clause 9, a Borrower may select an Interest Period of one (1), two (2), three (3) or six (6) months or any other period agreed between the Borrower (or the Parent) and the Agent (acting on the instructions of all the Lenders) in relation to the relevant Loan.

(e) An Interest Period for a Loan shall not extend beyond the Termination Date applicable to its Facility and, in the case of a Facility B Loan, shall not extend beyond the earliest Termination Date applicable to Facility B which applies to a Lender participating in that Facility B Loan .

(f) Each Interest Period for a Facility A Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

(g) A Revolving Facility Loan has one Interest Period only.

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9.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

9.3 Consolidation and division of Facility A Loans

(a) Subject to paragraph (b) below, if two or more Interest Periods:

(i) relate to Facility A Loans made to the same Borrower; and

(ii) end on the same date,

those Facility A Loans will, unless that Borrower (or the Parent on its behalf) specifies to the contrary in the Selection Notice for the next Interest Period, be consolidated into, and treated as, a single Facility A Loan on the last day of the Interest Period.

(b) Subject to Clause 4.3 (Maximum number of Loans) and Clause 5.3 (Currency and amount), if a Borrower (or the Parent on its behalf) requests in a Selection Notice that a Facility A Loan be divided into two or more Facility A Loans, that Facility A Loan will, on the last day of its Interest Period, be so divided into the amounts specified in that Selection Notice, being an aggregate amount equal to the amount of the Facility A Loan immediately before its division.

10. Changes to the Calculation of Interest

10.1 Unavailability of Screen Rate

(a) Interpolated Screen Rate: If no Screen Rate is available for LIBOR for the Interest Period of a Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.

(b) Reference Bank Rate: If no Screen Rate is available for LIBOR for:

(i) the currency of a Loan; or

(ii) the Interest Period of a Loan and it is not possible to calculate the Interpolated Screen Rate,

the applicable LIBOR shall be the Reference Bank Rate as of the Specified Time for the currency of that Loan and for a period equal in length to the Interest Period of that Loan.

(c) Cost of funds: If paragraph (b) above applies but no Reference Bank Rate is available for the relevant currency or Interest Period there shall be no LIBOR for that Loan and Clause 10.4 (Cost of funds) shall apply to that Loan for that Interest Period.

10.2 Calculation of Reference Bank Rate

(a) Subject to paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by the Specified Time, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

(b) If at or about noon on the Quotation Day none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.

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10.3 Market Disruption

If, before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35 per cent. of that Loan) that the cost to it of funding its participation in that Loan from the wholesale market for the relevant currency would be in excess of LIBOR then Clause 10.4 (Cost of funds) shall apply to that Loan for the relevant Interest Period.

10.4 Cost of funds

(a) If this Clause 10.4 applies, the rate of interest on each Lender’s share of the relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

(ii) the rate notified to the Agent by that Lender as soon as practicable and in any event not later than 5.00 p.m. (London time) on the Quotation Day for the relevant Interest Period (provided that if such Lender is unable to notify the Agent of such rate not later than 5.00 p.m. (London time) on the Quotation Day for the relevant Interest Period, it shall do so before interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select.

(b) If this Clause 10.4 applies and the Agent or the Parent so requires, the Agent and the Parent shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

(c) Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Parent, be binding on all Parties.

10.5 Break Costs

(a) Each Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

11. Fees

11.1 Commitment fee

(a) GF Orogen (or a Borrower nominated by GF Orogen) shall pay to the Agent (for the account of each Lender) a fee (in dollars) computed at the rate of 35 per cent. of the applicable Margin per annum on that Lender’s Available Commitment accruing from the earlier of:

(i) the Refinancing Date; and

(ii) 20 Business Days after the date of this Agreement.

(b) The accrued commitment fee in respect of each Facility is payable on:

(i) the last day of each successive period of three (3) Months commencing from the earlier of:

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(A) the Refinancing Date; and

(B) 20 Business Days after the date of this Agreement;

(ii) on the last day of the relevant Availability Period; and

(iii) if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

(c) No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

11.2 Arrangement fee

GF Orogen (or a Borrower nominated by GF Orogen) shall pay to the Agent (for the account of the Arranger) an arrangement fee in the amount and at the times agreed in a Fee Letter.

11.3 Agency fee

GF Orogen (or a Borrower nominated by GF Orogen) shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

11.4 Utilisation fee

(a) Where the principal amount outstanding of the drawn Loans under Facility B, expressed as a percentage of the Total Facility B Commitments, fall within a percentage range set out in the left hand column below, GF Orogen (or a Borrower nominated by GF Orogen) shall pay to the Agent (for the account of each Lender in respect of its participation in the Facility B Loan(s)) a utilisation fee which shall be computed at a rate equal to the rate per annum set out opposite such percentage range in the right hand column below on the total outstanding Facility B Loans. Utilisation fees are calculated on a day to day basis and accrued utilisation fees are payable quarterly in arrear until the Termination Date in respect of Facility B and on the date a Lender ‘s Facility B Commitment is cancelled in full.

Facility B Loans outstanding (as a percentage of the Total Facility B Commitments)	Utilisation Fee (per annum)
Less than or equal to 33 1⁄3%		0.10	%
Greater than 33 1⁄3% and less than or equal to 66 2⁄3%		0.20	%
Greater than 66 2⁄3%		0.40	%

(b) Where the principal amount outstanding of the drawn Loans under Facility C, expressed as a percentage of the Total Facility C Commitments, fall within a percentage range set out in the left hand column below, GF Orogen (or a Borrower nominated by GF Orogen) shall pay to the Agent (for the account of each Lender in respect of its participation in the Facility C Loan(s)) a utilisation fee which shall be computed at a rate equal to the rate per annum set out opposite such percentage range in the right hand column below on the total outstanding Facility C Loans. Utilisation fees are calculated on a day to day basis and accrued utilisation fees are payable quarterly in arrear until the applicable Termination Date in respect of Facility C and on the date a Lender’s Facility C Commitment is cancelled in full.

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Facility C Loans outstanding (as a percentage of the Total Facility C Commitments)	Utilisation Fee (per annum)
Less than or equal to 33 1⁄3%		0.20	%
Greater than 33 1⁄3% and less than or equal to 66 2⁄3%		0.35	%
Greater than 66 2⁄3%		0.50	%

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SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

12. Tax Gross-up and Indemnities

12.1 Definitions

(a) In this Clause 12:

“Income Tax Act” means the Income Tax Act no 58 of 1962, as amended of South Africa.

“Qualifying Lender” means a Lender which is beneficially entitled to interest (as defined in section 24J(1) of the Income Tax Act) payable to that Lender in respect of an advance under a Finance Document and is:

(a) a Lender which is tax resident in South Africa;

(b) a Lender which is not tax resident in South Africa if:

(i) such advance in respect of which that interest is paid is effectively connected with or attributable to a permanent establishment of that Lender in South Africa;

(ii) that Lender is registered as a taxpayer in terms of Chapter 3 of the Tax Administration Act, 2011 of South Africa; and

(iii) that Lender has by the due date for payment of that interest submitted to the Borrower a Tax Declaration; or

(c) a Treaty Lender that has by the due date for payment of that interest submitted to the relevant Borrower a Tax Declaration.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Declaration” means, in respect of a Qualifying Lender and a payment of interest from a South African Obligor to that Qualifying Lender:

(a) in the case of a Qualifying Lender referred to in paragraph (b) of the definition of “Qualifying Lender”, a declaration in such form as may be prescribed by the Commissioner for the South African Revenue Service pursuant to section 50E(2) of the Income Tax Act that that Lender is, in terms of section 50D(3) of the Income Tax Act, exempt from the withholding tax on interest in respect of that payment; and

(b) in the case of a Qualifying Lender referred to in paragraph (c) of the definition of “Qualifying Lender”, a declaration in such form as may be prescribed by the Commissioner for the South African Revenue Service pursuant to section 50E(3) of the Income Tax Act that that payment of interest is, in terms of section 50E(3) of the Income Tax Act, subject to a rate of withholding tax reduced to zero as a result of any applicable Treaty.

“Treaty Lender” means a Lender which:

(a) is treated as a resident of a Treaty State for the purposes of a Treaty;

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(b) does not carry on a business in South Africa through a permanent establishment, as defined in the Income Tax Act, with which that Lender’s participation in the Loan is effectively connected; and

(c) otherwise qualifies under the terms of a Treaty for full exemption from tax imposed by South Africa on interest.

“Treaty State” means a jurisdiction having an agreement for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income (a “Treaty”) with South Africa which makes provision for full exemption from Tax imposed by South Africa on interest.

(b) Unless this Clause expressly provides to the contrary a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

12.2 Tax gross-up

(a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b) An Obligor shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Parent and, if applicable, that Obligor.

(c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d) A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by South Africa if, on the date on which the payment falls due the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a “Qualifying Lender” other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority .

(e) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(f) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(g) A Qualifying Lender (or a Lender who would be a Qualifying Lender but for the fact that it has not submitted a Tax Declaration) and each Obligor which makes a payment to which that Qualifying

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Lender (or a Lender who would be a Qualifying Lender but for the fact that it has not submitted a Tax Declaration) is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction (including the submission of any Tax Declaration to the relevant Borrower required to benefit from an exemption from withholding tax on interest).

12.3 Tax indemnity

(a) An Obligor shall (within three (3) Business Days of demand by the Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Finance Party in respect of a Finance Document.

(b) Paragraph (a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party:

(A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii) to the extent a loss, liability or cost:

(A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up);

(B) would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because the exclusion in paragraph (d) of Clause 12.2 (Tax gross-up) applied; or

(C) relates to a FATCA Deduction required to be made by a Party.

(c) A Finance Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Obligor.

(d) A Finance Party shall, on receiving a payment from an Obligor under this Clause 12.3, notify the Agent.

12.4 Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

(b) that Finance Party has obtained and utilised that Tax Credit,

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the Finance Party shall pay an amount to such Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by such Obligor.

12.5 Lender status confirmation

(a) Each Lender which becomes a Party after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:

(i) not a Qualifying Lender;

(ii) a Qualifying Lender (other than a Treaty Lender); or

(iii) a Treaty Lender.

(b) If a New Lender fails to indicate its status in accordance with this Clause 12.5 then such New Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Obligors) . For the avoidance of doubt, a Transfer Certificate or Assignment Agreement shall not be invalidated by any failure of a Lender to comply with this Clause 12.5.

12.6 Stamp taxes

GF Orogen shall pay and, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

12.7 Value added tax

(a) All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT.

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(c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d) Any reference in this Clause 12.7 to any Party shall, at any time when such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).

12.8 FATCA Information

(a) Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party;

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c) Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such

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Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

12.9 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition, shall notify the Parent, the Agent and the other Finance Parties.

13. Increased Costs

13.1 Increased costs

(a) Subject to Clause 13.3 (Exceptions) GF Orogen (or a Borrower nominated by GF Orogen) shall, within twenty (20) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation after the date of this Agreement;

(ii) compliance with any law or regulation made after the date of this Agreement; or

(iii) the implementation or application of, or compliance with, Basel III or any law or regulation that implements or applies Basel III (except, in each case, to the extent that any such costs were reasonably capable of being calculated by the relevant Finance Party as at the date of this Agreement or the date on which it became a party to this Agreement).

(b) In this Agreement:

(i) “Basel III” means

(A) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision on 16 December 2010, each as amended, supplemented or restated;

(B) the rules for global systemically important banks contained in “Global systemically important banks; assessment methodology and the additional loss absorbency requirement - Rules text” published by the Basel Committee on

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Banking Supervision in November 2011, as amended, supplemented or restated; and

(C) any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

(ii) “Increased Costs” means:

(A) a reduction in the rate of return from the Facilities or on a Finance Party’s (or its Affiliate’s) overall capital;

(B) an additional or increased cost; or

(C) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

13.2 Increased cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Agent of the event giving rise to the claim (provided that the relevant Finance Party will not be obliged to divulge any confidential or price-sensitive information), following which the Agent shall promptly notify GF Orogen.

(b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

13.3 Exceptions

Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

(a) attributable to a Tax Deduction required by law to be made by an Obligor;

(b) attributable to a FATCA Deduction required to be made by a Party;

(c) compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied);

(d) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

(e) attributable to the implementation or application of or compliance with the bank levy imposed by the United Kingdom government under the Finance Act 2011 in the form existing on the date of this Agreement (the “UK Bank Levy”) or any other law or regulation which implements the UK Bank Levy (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

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14. Other Indemnities

14.1 Currency indemnity

(a) If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i) making or filing a claim or proof against that Obligor;

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within five (5) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2 Other indemnities

GF Orogen (or a Borrower nominated by GF Orogen) shall, within five (5) Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(a) the occurrence of any Event of Default;

(b) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 (Sharing among the Finance Parties);

(c) funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Parent.

14.3 Indemnity to the Agent

The Parent shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(a) investigating any event which it reasonably believes is a Default;

(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

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(c) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.

15. Mitigation by the Lenders

15.1 Mitigation

(a) Each Finance Party shall, in consultation with the Parent, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax Gross-up and Indemnities) or Clause 13 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

15.2 Limitation of liability

(a) The Parent shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

(b) A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

16. Costs and Expenses

16.1 Transaction expenses

GF Orogen (or a Borrower nominated by GF Orogen) shall, promptly within five (5) Business Days of demand, pay the Agent and the Arranger the amount of all costs and expenses (including legal fees but subject to any separately agreed cap) reasonably incurred by any of them in connection with the negotiation, preparation, printing and execution of:

(a) this Agreement and any other documents referred to in this Agreement; and

(b) any other Finance Documents executed after the date of this Agreement,

subject to a cap of ten thousand dollars ($10,000) (provided, however, that such cap shall not include the legal fees, which shall be subject to a separately agreed cap).

16.2 Amendment costs

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 28.10 (Change of currency), GF Orogen (or a Borrower nominated by GF Orogen) shall, within five (5) Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

16.3 Enforcement costs

GF Orogen (or a Borrower nominated by GF Orogen) shall, within five (5) Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

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SECTION 7

GUARANTEE

17. Guarantee and Indemnity

17.1 Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a) guarantees to each Finance Party punctual performance by each Borrower and the Parent of all that Borrower’s and the Parent’s obligations under the Finance Documents;

(b) undertakes with each Finance Party that whenever a Borrower or the Parent does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand (and shall make the relevant payment within five (5) Business Days of demand) against any cost, loss or liability it incurs as a result of a Borrower or the Parent not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 if the amount claimed had been recoverable on the basis of a guarantee.

17.2 Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

17.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 17 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

17.4 Waiver of defences

The obligations of each Guarantor under this Clause 17 will not be affected by an act, omission, matter or thing which, but for this Clause 17, would reduce, release or prejudice any of its obligations under this Clause 17 (without limitation and whether or not known to it or any Finance Party) including:

(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;

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(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g) any insolvency or similar proceedings.

17.5 Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 17. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

17.6 Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 17.

17.7 Deferral of Guarantors’ rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17:

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(a) to be indemnified by an Obligor;

(b) to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents;

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

(d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 17.1 (Guarantee and indemnity);

(e) to exercise any right of set-off against any Obligor; and/or

(f) to claim or prove as a creditor of any Obligor in competition with any Finance Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 28 (Payment Mechanics)

17.8 Release of Guarantors’ right of contribution

If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

(a) that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

(b) each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

17.9 Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

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SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

18. Representations

Each Obligor makes the representations and warranties set out in this Clause 18 to each Finance Party.

18.1 Status

(a) It is a limited liability company, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

(b) It has the power to own its assets and carry on its business as it is being conducted or is contemplated to be conducted.

18.2 Power and authority

It has the power to enter into and perform, and has taken all necessary action to authorise its entry into, and performance of, the Finance Documents to which it is party and the transactions contemplated by those Finance Documents.

18.3 Binding obligations

The obligations expressed to be assumed by it in each Finance Document to which it is a party are, subject to any general principles of law as at the date of this Agreement limiting its obligations, which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation) or Clause 24 (Changes to the Obligors), legal, valid, binding and enforceable obligations.

18.4 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents to which it is a party do not and will not conflict with:

(a) any applicable law of its jurisdiction of incorporation;

(b) its Constitutional Documents; or

(c) any material agreement or instrument binding upon it or any of its assets.

18.5 Validity and admissibility in evidence

All authorisations required:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations under the Finance Documents to which it is a party and to ensure that the obligations expressed to be assumed by it thereunder are legal, valid, binding and enforceable; and

(b) to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

have been obtained or effected and are in full force and effect.

18.6 Governing law and enforcement

Subject to any general principles of law as at the date of this Agreement set out in any legal opinion delivered pursuant to the Finance Documents:

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(a) the choice of English law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation; and

(b) any judgment obtained in England in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.

18.7 Deduction of Tax

It is not required under the law of its jurisdiction of incorporation to make any Tax Deduction from any payment it may make under any Finance Document, other than, in the case of a South African Obligor, the withholding tax on interest required to be withheld in respect of payments of interest to Lenders that are not Qualifying Lenders.

18.8 No filing or stamp taxes

Except to the extent set out in any legal opinion provided pursuant to the Finance Documents in relation to it, under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.

18.9 No default

(a) No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

(b) It is not, nor is it likely to be as a result of entering into and performing its obligations under the Finance Documents, in violation of any law or in breach of or in default under any agreement to which it is a party or which is binding on it or any of its assets to an extent or in a manner which could reasonably be expected to have a Material Adverse Effect.

18.10 No misleading information

(a) All written factual information supplied by it to the Finance Parties and the Agent in connection with the Finance Documents, (and the information contained in the Information Package, excluding any equity analysts reports and the reports from the credit rating agencies) (the “Information”) was true and accurate in all material respects as at the date it was given or as at the date (if any) at which it was stated and was not misleading in any material respect at such date.

(b) The financial projections and forecasts contained in the Information have been prepared in good faith on the basis of recent historical information and on the basis of reasonable assumptions.

(c) It has not knowingly withheld any information which, if disclosed, could reasonably be expected materially and adversely to affect the decision of the Finance Parties in considering whether or not to provide finance to each Borrower.

18.11 Financial statements

(a) The Original Financial Statements were prepared in accordance with GAAP.

(b) The Original Financial Statements fairly represent the Group’s financial condition and operations during the relevant financial year.

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18.12 Pari passu ranking

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally in the jurisdiction of its incorporation.

18.13 No proceedings pending or threatened

Other than as disclosed in the financial statements most recently delivered to the Agent pursuant to paragraph (a) of Clause 19.1 (Financial statements), no litigation, arbitration or administrative proceedings of or before any court, arbitral body or government agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any Material Group Company.

18.14 No winding-up

No Material Group Company has taken any corporate action, nor have any other steps been taken or legal proceedings started or (to the best of its knowledge and belief, after due enquiry) threatened against any Material Group Company, for its winding-up, dissolution, administration or re-organisation or for the enforcement of any Encumbrance over all or any of its revenues or assets or for the appointment of a receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of it or of all or any of its assets which could reasonably be expected to have a Material Adverse Effect.

18.15 No encumbrances

(a) No Encumbrance exists over all or any of the assets of any Material Group Company except for Permitted Encumbrances.

(b) No Encumbrance would arise as a result of the execution of and performance of its rights and obligations under the Finance Documents.

18.16 Assets

It and each Material Group Company has good title to or validly leases or licences all of the assets necessary and has all consents and/or authorisations necessary to carry on its business as conducted to the extent that failure to comply with this Clause 18.16 could reasonably be expected to have a Material Adverse Effect.

18.17 Insurance

Each Material Group Company maintains insurances on and in relation to its business and assets against those risks and to the extent as is usual for companies in the jurisdiction in which it conducts its business carrying on substantially similar business in such jurisdiction.

18.18 Environmental Compliance

Each Material Group Company has adopted and complies with an environmental policy which requires monitoring of and compliance with all applicable Environmental Law and Environmental Permits applicable to it from time to time unless non-compliance with such policy could not reasonably be expected to cause a Material Adverse Effect.

18.19 Environmental Claims

No Environmental Claim (not of a frivolous or vexatious nature) has been commenced or (to the best of its knowledge and belief) is threatened against any Material Group Company where that

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claim would be reasonably likely, if determined against that Material Group Company, to have a Material Adverse Effect.

18.20 Taxation

(a) It and each Material Group Company has duly and punctually paid and discharged all Taxes imposed upon it or its assets within the time period allowed without incurring penalties except to the extent that:

(i) payment is being contested in good faith, it has maintained adequate reserves for those Taxes and payment can be lawfully withheld; or

(ii) the aggregate amount of Taxes being withheld does not exceed US$30,000,000 (or its equivalent).

(b) It is not and no Material Group Company is materially overdue in the filing of any Tax returns .

18.21 Ownership of Material Group Companies

(a) Each existing Material Group Company on the date of this Agreement (other than the Cerro Corona Subsidiary, Newshelf and the Ghanaian Companies) is a wholly-owned Subsidiary of the Parent and any member of the Group which becomes a Material Group Company after the date of this Agreement will be a wholly or partially owned subsidiary of the Parent and the members of the Group holding the shares in such Material Group Company have not reduced their shareholding in such Subsidiary below the level of their shareholding at the time such Subsidiary became a Material Group Company.

(b) The Parent holds at least 74 per cent. of the issued share capital of Newshelf.

(c) Newshelf holds at least 74 per cent. of the issued share capital of each of Gold Fields Operations Limited and GFI Joint Venture Holdings Proprietary Limited.

(d) The Parent indirectly holds at least 90 per cent. of the issued share capital of each Ghanaian Company.

(e) The Parent indirectly holds at least 99 per cent. of the common shares in the share capital of the Cerro Corona Subsidiary (which equates to 98.5 per cent. of the issued and outstanding shares in the share capital of the Cerro Corona Subsidiary).

18.22 No Material Adverse Effect

There has been no change in the business, condition (financial or otherwise), operations, performance or properties of the Obligors or the Group (taken as a whole) since the date of the Original Financial Statements which could reasonably be expected to have a Material Adverse Effect.

18.23 Sanctions

(a) Neither the Parent nor any Subsidiary of the Parent, nor any director, employee or officer of the Parent or any Subsidiary of the Parent, nor to the best of the Parent’s knowledge and belief, any agent, affiliate or representative of the Parent or any Subsidiary is an individual or entity currently the subject or target of any Sanctions (in place as at the date of this Agreement) nor is the Parent or any Subsidiary of the Parent located, organised, resident or operating in any Sanctioned Country (designated as such as at the date of this Agreement).

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(b) For the past five years, neither the Parent nor any Subsidiary has knowingly engaged in, nor is now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

18.24 Anti-corruption

Each member of the Group has conducted its businesses in compliance with applicable Anti-Corruption Laws and has instituted policies and procedures designed to promote and achieve compliance with such laws.

18.25 Times when representation made

(a) All the representations and warranties in this Clause 18 are made by each Obligor on the date of this Agreement and, in the case of each Additional Obligor, on the date of accession of such Additional Obligor (by reference to the facts and circumstances then existing) (other than the representations in (i) paragraph (a) of Clause 18.10 (No misleading information) which are deemed to be made on the date the Information is provided by the relevant Obligor and in the case of the information contained in the Information Package, on the date on which the Information Package is posted on Debtdomain by The Bank of Tokyo-Mitsubishi UFJ, LTD (in its capacity as coordinator) in connection with the syndication of the Facilities.

(b) The Repeating Representations are deemed to be made by each Obligor (by reference to the facts and circumstances then existing) on:

(i) the date of each Utilisation Request;

(ii) on each Utilisation Date;

(iii) on the first day of each Interest Period; and

(iv) in relation to any extension request made pursuant to Clause 6.3 (Facility B extension option) of this Agreement, the date of such extension request and the date falling on the third anniversary of the date of this Agreement or, in the case of an extension request requesting a further extension to the Fifth Anniversary, the Fourth Anniversary,

save that the references in Clause 18.11 (Financial statements) to “the Original Financial Statements” shall, for the purposes of the Repeating Representations, be construed as references to the most recent audited consolidated financial statements of the Parent delivered to the Agent under Clause 18.11 (Financial statements).

19. Information Undertakings

The undertakings in this Clause 19 are given in favour of each Finance Party and remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

19.1 Financial statements

The Parent shall supply to the Agent:

(a) as soon as the same become available, but in any event within one hundred and twenty (120) days after the end of each of its Financial Years the audited consolidated financial statements of the Parent for that Financial Year;

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(b) as soon as the same become available, but in any event within one hundred and fifty (150) days after the end of each of its Financial Years:

(i) the audited financial statements of each Obligor (other than Gold Fields Holdings Company (BVI) Limited, Gold Fields Orogen Holding (BVI) Limited and Gold Fields Ghana Holdings (BVI) Limited unless there is a legal requirement to audit its financial statements and any other Obligor which is not legally required to audit its financial statements) for that Financial Year; and

(ii) if the audited financial statements of Gold Fields Holdings Company (BVI) Limited, Gold Fields Orogen Holding (BVI) Limited and/or Gold Fields Ghana Holdings (BVI) Limited and/or any other Obligor which is not legally required to audit its financial statements (as the case may be) are not delivered under (i) above, the unaudited financial statements of Gold Fields Holdings Company (BVI) Limited, Gold Fields Orogen Holding (BVI) and/or Gold Fields Ghana Holdings (BVI) Limited and/or any other Obligor which is not legally required to audit its financial statements (as the case may be) for that Financial Year;

(c) as soon as the same become available, but in any event within sixty (60) days after the first six (6) months of each of its Financial Years:

(i) the unaudited financial statements of each Obligor for the first six (6) month period of that Financial Year; and

(ii) the unaudited consolidated financial statements of the Parent for the first six (6) month period of that Financial Year; and

(d) as soon as the same become available, but in any event within sixty (60) days after the end of each quarter of each Financial Year:

(i) the unaudited consolidated financial statements of the Parent for that period; and

(ii) the unaudited financial statements of each Obligor for that period.

19.2 Compliance Certificate

(a) The Parent shall supply to the Agent, with each set of consolidated financial statements delivered pursuant to paragraphs (a) and (c) of Clause 19.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 20 (Financial Covenants) as at the date as at which those financial statements were drawn up.

(b) Each Compliance Certificate shall be signed by 2 (two) directors or executive officers of the Parent and, if required to be delivered with the audited consolidated financial statements delivered pursuant to paragraph (a) of Clause 19.1 (Financial statements), reported on by the Auditors.

19.3 Requirements as to financial statements

(a) Each set of financial statements delivered by the Parent pursuant to Clause 19.1 (Financial statements) shall be certified by a director of the relevant company as fairly representing its financial condition as at the date as at which those financial statements were drawn up. This

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Clause 19.3 shall not apply to those financial statements delivered pursuant to paragraph (d) of Clause 19.1 (Financial statements).

(b) The Parent shall procure that each set of financial statements delivered pursuant to Clause 19.1 (Financial statements) is prepared in accordance with GAAP, the requirements of its jurisdiction of incorporation and accounting practices and financial reference periods, in each case consistent with those applied in the preparation of the Original Financial Statements, unless the Parent notifies the Agent that in relation to any sets of financial statements, there has been a change in GAAP or the accounting practices or reference periods and its Auditors (in the case of its annual audited financial statements) or the Parent (in the case of any of its other financial statements) delivers to the Agent:

(i) a description of any change necessary for those financial statements to reflect GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Agent to determine whether Clause 20 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

(c) If the Parent notifies the Agent of a change in accordance with paragraph (b) above, then the Parent and the Agent shall enter into negotiations in good faith with a view to agreeing:

(i) whether or not the change might result in material alteration in the commercial effect of any of the terms of this Agreement or any other Finance Document; and

(ii) if so, any amendments to this Agreement or any other Finance Document which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

(d) Any reference in the Finance Documents to “financial statements” shall be construed as a reference to those financial statements as the same may be adjusted under this Clause 19.3 to reflect the basis upon which the Original Financial Statements were prepared.

19.4 Access to records

At any time after the occurrence of an Event of Default and for so long as it is continuing, upon the request of the Agent or a Finance Party each Obligor shall (at that Obligor’s expense) provide to the Agent or any of its representatives and professional advisors such access to that Obligor’s records (including its general ledger), books and assets as that person may require at reasonable times and upon reasonable notice.

19.5 Information: miscellaneous

Each Obligor shall supply to the Agent:

(a) if the Agent so requests, all documents dispatched by that Obligor to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

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(b) the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group which, if adversely determined against it, would be reasonably likely to have a Material Adverse Effect; and

(c) promptly, such further information (including an extract of its general ledger) regarding the financial condition, business and operations of any Material Group Company as any Finance Party (through the Agent) may reasonably request.

19.6 Notification of default

(a) Each Obligor shall notify the Agent, of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(b) Promptly upon a request by the Agent, each Borrower shall supply to the Agent, a certificate signed by 2 (two) of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing specifying the Default and the steps, if any, being taken to remedy it).

19.7 Use of websites

(a) The Parent may satisfy its obligation under the Finance Documents to deliver any information in relation to those Lenders (the “Website Lenders”) who accept this method of communication by posting this information onto an electronic website designated by the Parent and the Agent (the “Designated Website”) if:

(i) the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii) both the Parent and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii) the information is in a format previously agreed between the Parent and the Agent.

If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Agent shall notify the Parent accordingly and the Parent shall supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Parent shall supply the Agent with at least one copy in paper form of any information required to be provided by it.

(b) The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Parent and the Agent.

(c) The Parent shall promptly upon becoming aware of its occurrence notify the Agent if:

(i) the Designated Website cannot be accessed due to technical failure;

(ii) the password specifications for the Designated Website change;

(iii) any new information which is required to be provided under the Finance Documents is posted onto the Designated Website;

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(iv) any existing information which has been provided under the Finance Documents and posted onto the Designated Website is amended; or

(v) the Parent becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If the Parent notifies the Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by the Parent under the Finance Documents after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

Any Website Lender may request, through the Agent, one (1) paper copy of any information required to be provided under the Finance Documents which is posted onto the Designated Website. The Parent shall comply with any such request within ten (10) Business Days.

19.8 “Know your customer” checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii) any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this Agreement; or

(iii) a proposed assignment or transfer by a Lender of any of its rights and obligations under the Finance Documents to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of sub-paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in sub-paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in sub-paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b) Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(c) The Parent shall, by not less than ten (10) Business Days’ prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Obligor pursuant to the terms of the Finance Documents.

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(d) Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Obligor obliges the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not readily available to it, the Parent shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to the Finance Documents as an Additional Obligor.

20. Financial Covenants

20.1 Financial definitions:

(a) In this Clause 20:

“Consolidated EBITDA” means, in respect of any Measurement Period, the consolidated net income of the Group (less the net income of any Project Finance Subsidiaries but including any dividends received in cash by any member of the Group (other than a Project Finance Subsidiary) from a Project Finance Subsidiary), before, without duplication and all as calculated in accordance with GAAP, the requirements of its jurisdiction of incorporation and accounting practices and financial reference periods, in each case consistent with those applied in preparation of the Original Financial Statements:

(i) any provision on account of normal, deferred and royalty taxation;

(ii) any interest, commission, discounts or other fees incurred or payable, received or receivable by any member of the Group in respect of Indebtedness for Borrowed Money;

(iii) any other interest received or receivable by any member of the Group on any deposit or bank account;

(iv) any non-cash adjustments to the environment rehabilitation and/or reclamation expenses;

(v) any amount attributable to the amortisation of intangible assets and depreciation of tangible assets;

(vi) any non-cash gains or losses relating to and resulting from the marked to market valuation of derivative and/or financial instruments;

(vii) any losses from (or gains on the reversal of previously recognised) write-downs or impairments of assets and/or investments;

(viii) any gains or losses recognised on the attributable share of results of associates after tax, but including any dividends received in cash by any member of the Group from such an associate;

(ix) any share-based payments;

(x) any other extraordinary or exceptional items; and

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(xi) any other material non-cash gain or loss that needs to be accounted for under GAAP, the requirements of its jurisdiction of incorporation and accounting practices and financial reference periods, in each case consistent with those applied in preparation of the Original Financial Statements.

For any company that is not a Subsidiary of the Group but in which any member of the Group directly or indirectly owns an equity interest of more than 20 per cent. of the issued share capital (an “Associate”), the Parent may include in the Consolidated EBITDA the percentage of the equity interest of the amount that would be the EBITDA of the Associate.

“Consolidated Net Borrowings” means, at any time, the aggregate amount of all obligations of the members of the Group, other than Project Finance Subsidiaries (but including, for the avoidance of doubt, any guaranteed obligations of any other member of the Group in respect of the obligations of a Project Finance Subsidiary), for or in respect of Indebtedness for Borrowed Money but excluding any such obligation to any member of the Group, adjusted to take account of the aggregate amount of freely available cash and cash equivalents held by any member of the Group, other than Project Finance Subsidiaries, and so that no amount shall be included or excluded more than once, provided that, if a percentage of the EBITDA of any Associate is included in the Consolidated EBITDA then the same percentage of such Associate’s Consolidated Net Borrowings (but as if references in such definition to “Group” were references to the Associate and its Subsidiaries) will be included in the calculation of Consolidated Net Borrowings;

“Consolidated Net Finance Charges” means, in respect of any Measurement Period, the aggregate amount of the interest (including the interest element of leasing and hire purchase payments and capitalised interest), commission, fees, discounts and other finance payments payable by any member of the Group, other than Project Finance Subsidiaries, (including any commission, fees, discounts and other finance payment payable by any member of the Group under any interest rate hedging arrangement but deducting any commission, fees, discounts and other finance payments receivable by any member of the Group under any interest rate hedging instrument) but deducting any other interest receivable by any member of the Group, other than Project Finance Subsidiaries, on any deposit or bank account, provided that, if a percentage of the EBITDA of any Associate is included in the Consolidated EBITDA then the same percentage of such Associate’s Consolidated Net Finance Charges (but as if references in such definition to “Group” were references to the Associate and its Subsidiaries) will be included in the calculation of Consolidated Net Finance Charges; and

“Measurement Period” means each period of twelve (12) months ending on the last day of the Parent’s Financial Year and each period of twelve (12) months ending on the last day of the first half of the Parent’s Financial Year.

(b) For the purposes of this Clause 20, if at any time the Cerro Corona Subsidiary is (or is deemed to be) a Material Group Company it shall be deemed to not be a Project Finance Subsidiary.

20.2 Financial condition

(a) The Parent shall ensure that:

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(i) the ratio of Consolidated EBITDA to Consolidated Net Finance Charges in respect of any Measurement Period shall be or shall exceed 5:1; and

(ii) the ratio of Consolidated Net Borrowings to Consolidated EBITDA shall not in respect of any Measurement Period exceed 2.5:1.

(b) The undertakings in paragraph (a) above remain in force from the date of this Agreement for so long as any amount is outstanding under a Finance Document or a Commitment is in force.

20.3 Financial testing

The financial covenants set out in Clause 20.2 (Financial condition) shall be tested by reference to each of the financial statements and/or each Compliance Certificate delivered pursuant to Clause 18.11 (Financial statements) and Clause 19.2 (Compliance Certificate).

21. General Undertakings

The undertakings in this Clause 21 are given in favour of each Finance Party and remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

21.1 Authorisations

Each Obligor shall promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) upon written request by the Agent or a Finance Party, supply certified copies to the Agent and/or a Finance Party, as the case may be, of,

any authorisation required or desirable under any applicable law to enable it to perform its obligations under the Finance Documents to which it is a party and to ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document.

21.2 Compliance with laws

Each Obligor shall comply in all respects with all laws and regulations to which it may be subject (including, but not limited to, Environmental Law), if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents to which it is a party.

21.3 Negative pledge

(a) No Obligor shall (and the Parent shall procure that no other Material Group Company shall) create or permit to subsist any Encumbrance over any of its assets.

(b) No Obligor shall (and the Parent shall ensure that no other Material Group Company will):

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by it or by an Obligor or any other member of the Group;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

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in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c) Paragraphs (a) and (b) above do not apply to Permitted Encumbrances.

21.4 Disposals and Mergers

(a) No Obligor shall (and the Parent shall ensure that no other Material Group Company will):

(i) enter into a single transaction or a series of transactions (whether related or not) and whether voluntarily or involuntarily to sell, lease, transfer or otherwise dispose of any assets; or

(ii) enter into any amalgamation, demerger, merger or corporate reconstruction.

(b) Paragraph (a) above does not apply to:

(i) Permitted Disposals; or

(ii) any amalgamation, demerger, merger or corporate reconstruction of any member of the Group, without insolvency, if:

(A) in respect of the Obligors or the successors-in-title or assignees of the Obligors, the Finance Documents are preserved as binding upon the amalgamated, demerged, merged and/or reconstructed members of the Group;

(B) the amalgamated, demerged, merged and/or reconstructed companies will be members of the Group; and

(C) such amalgamation, demerger, merger and/or corporate reconstruction will not have a Material Adverse Effect.

21.5 Change of business

Each Obligor shall procure that no substantial change is made to the general nature of its business or the business of the Group taken as a whole from that carried on at the date of this Agreement.

21.6 Insurance

Each Obligor shall (and the Parent shall ensure that each Material Group Company will) maintain insurances on and in relation to its business, properties and assets with reputable underwriters or insurance companies against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.

21.7 Environmental Compliance

Each Obligor shall (and the Parent shall ensure that each Material Group Company will) substantially comply in all material respects with all Environmental Law and obtain and maintain any Environmental Permits and take all reasonable steps in anticipation of known or expected future changes to or obligations under the same.

21.8 Environmental Claims

Each Obligor shall inform the Agent, in writing as soon as reasonably practical upon becoming aware of the same:

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(a) if any Environmental Claim (not of a frivolous or vexatious nature) has been commenced or (to the best of its knowledge and belief) threatened against any Material Group Company; or

(b) of any facts or circumstances which will or are reasonably likely to result in any Environmental Claim (not of a frivolous or vexatious nature) being commenced or threatened against any Material Group Company,

where the claim would be reasonably likely, if determined against that Material Group Company, to have a Material Adverse Effect.

21.9 Taxation

Each Obligor shall (and the Parent shall ensure that each Material Group Company will) duly and punctually pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties save to the extent that:

(a) payment is being contested in good faith;

(b) adequate reserves are being maintained for those Taxes; and

(c) where such payment can be lawfully withheld.

21.10 Maintenance of Legal Status

Each Obligor shall (and the Parent shall ensure that each Material Group Company will) do all such things as are necessary to maintain its existence as a legal person and shall maintain its books and records in good order and make all necessary corporate filings with the relevant authorities in its jurisdiction of incorporation.

21.11 Claims Pari Passu

Each Obligor shall ensure that at all times the claims of the Finance Parties against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors save those whose claims are preferred by any bankruptcy, insolvency, liquidation or other similar laws of general application in its jurisdiction of incorporation.

21.12 Maintenance of Assets

Each Obligor shall (and the Parent shall ensure that each Material Group Company will) ensure that it has good title to or validly leases or licences all of the assets necessary and has all consents and/or authorisations necessary to carry on its business as conducted to the extent that failure to comply with this Clause 21.12 could reasonably be expected to have a Material Adverse Effect.

21.13 Acquisitions

(a) No Obligor shall (and the Parent shall ensure that no Material Group Company will), acquire any assets or business or make any investments.

(b) Paragraph (a) above shall not apply to:

(i) any acquisition of assets or business or any investment made, in each case, on arms length terms where the aggregate amount of consideration for that acquisition or investment does not exceed 20 per cent. of Market Capitalisation;

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(ii) any acquisition or investment made in the ordinary course of trading of the acquiring or investing entity;

(iii) any investment in the ordinary course of trading of the Group of cash whose disposal is permitted under Clause 21.4 (Disposals and Mergers);

(iv) an acquisition or investment by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal; or

(v) any acquisition or investment (not being an acquisition that is classed as a “Category 1” transaction under the Listing Requirements of the JSE Limited):

(A) made on arms length terms;

(B) where the amount of consideration for such acquisition or investment is funded directly, or out of the proceeds of, an issue of shares in the Parent; and

(C) in respect of which the Parent has confirmed to the Agent that the LTM EBITDA of the entity or asset to be acquired or invested in is positive, and that the asset or entity will be immediately cash accretive to the Group as certified by the Parent in a certificate signed by the chief financial officer of the Parent.

(c) For the purposes of this Clause 21.13:

“LTM EBITDA” of an entity or asset means, at any time, the last 12 Months’ earnings before interest, tax, depreciation and amortisation of that entity or attributable to that asset (determined by reference to the most recently available financial statements relevant to that entity or asset).

21.14 Financial Indebtedness

No member of the Group (other than a Guarantor or a Project Finance Subsidiary) shall incur, create or permit to subsist or have outstanding any Financial Indebtedness or enter into any agreement or arrangement whereby it is entitled to incur, create or permit to subsist any Financial Indebtedness other than Permitted Financial Indebtedness.

21.15 Ownership of Material Group Companies

Subject to applicable law, the Parent shall ensure that:

(a) each existing Material Group Company on the date of this Agreement (other than the Cerro Corona Subsidiary, Newshelf, the Ghanaian Companies, Gold Fields Operations Limited and GFI Joint Venture Holdings Proprietary Limited) is and continues to be a wholly-owned Subsidiary of the Parent and each member of the Group which becomes a Material Group Company after the date of this Agreement is a wholly or partially owned Subsidiary of the Parent and that members of the Group will hold and continue to hold at least the same percentage of the issued share capital of such Material Group Company as was held by members of the Group at the time such Subsidiary became a Material Group Company;

(b) the Parent holds and continues to hold at least 74 per cent. of the issued share capital of Newshelf;

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(c) Newshelf holds and continues to hold at least 74 per cent. of the issued share capital of each of Gold Fields Operations Limited and GFI Joint Venture Holdings Proprietary Limited;

(d) the Parent indirectly holds and continues to indirectly hold at least 90 per cent. of the issued share capital of each Ghanaian Company; and

(e) the Parent indirectly holds and continues to indirectly hold at least 99 per cent. of the common shares in the share capital of the Cerro Corona Subsidiary (which equates to 98.5 per cent. of the issued and outstanding shares in the share capital of the Cerro Corona Subsidiary).

21.16 Loans or credit

(a) Except as permitted under paragraph (b) below, no Obligor shall (and the Parent shall ensure that no other Material Group Company will) be a creditor in respect of any Financial Indebtedness, or incur, grant or allow to remain outstanding any guarantees (except as required under the Finance Documents) in respect of any Financial Indebtedness.

(b) Paragraph (a) above does not apply to:

(i) a Permitted Loan;

(ii) a Permitted Guarantee; or

(iii) for the avoidance of doubt, any performance or similar bond guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of trade, including any environmental bond which a member of the Group is required to issue under any applicable law.

21.17 Most Favoured Lender Agreement

(a) Subject to paragraph (b) below, the Parent shall not (and shall ensure that no Obligor or Material Group Company will):

(i) enter into any credit facility, bond or note facility (each an “MFL Agreement”) that contains or benefits from a Relevant Provision which is either not included in this Agreement (and would be beneficial to the Lenders) or would be more beneficial to the lenders, noteholders or bondholders under such MFL Agreement than any analogous provision of this Agreement is to the Lenders, or

(ii) amend any MFL Agreement so that the lenders, noteholders or bondholders under such MFL Agreement benefit from a Relevant Provision which is either not included in this Agreement (and would be beneficial to the Lenders) or would be more beneficial to the lenders, noteholders or bondholders under such MFL Agreement than any analogous provision of this Agreement is to the Lenders,

unless in each case, the Parent promptly and in any event within ten (10) Business Days after such circumstance arises gives notice accordingly to the Agent (the “MFL Notice”) and provides a copy of the Relevant Provision to the Agent.

(b) Paragraph (a) above shall not apply to:

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(i) any credit facility, bond or note facility entered into by the Parent, an Obligor or a Material Group Company which is existing as at the date of this Agreement (an “Existing MFL Agreement”) save in respect of amendments made to such Existing MFL Agreements;

(ii) any credit facility, bond, or note facility entered into for the purpose of refinancing a facility made available under an Existing MFL Agreement (a “Refinancing MFL Agreement”) on substantially the same terms as the Existing MFL Agreement it is refinancing; or

(iii) any credit facility, bond or note facility, in relation to which the Financial Indebtedness to be incurred, or incurred thereunder constitutes Project Finance Borrowings (a “Project Finance Borrowing MFL Agreement”).

(c) Unless the Agent (acting on the instructions of the Majority Lenders) notifies the Parent within fifteen (15) Business Days after receipt of the MFL Notice that it does not wish to accept the Relevant Provision, such Relevant Provision shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if fully set out in this Agreement, without any further action required on the part of any Party, effective as of the date when such Relevant Provision became effective under the MFL Agreement. Thereafter each Obligor will promptly enter into such documentation and take such other action as the Agent (acting on the instructions of the Majority Lenders) may reasonably request in order to give effect to (and give evidence of authorisation of) any amendments or additions to this Agreement required to give effect to the Relevant Provision under this Agreement.

21.18 Most Favoured Lender Agreement: Guarantees and Security

(a) Subject to paragraph (b) below the Parent shall ensure that no Relevant Group Company:

(i) is or becomes a borrower under any credit facility, bond or note facility to which an Obligor or a Material Group Company is party (each a “Relevant MFL Agreement”); or

(ii) grants or has granted a guarantee, indemnity or any other credit support or any Encumbrance in respect of the obligations of any member of the Group under a Relevant MFL Agreement,

unless on or before the date of such accession or the date on which such guarantee, indemnity or other credit support or Encumbrance is granted, that Relevant Group Company is or has become an Additional Borrower and/or Additional Guarantor (as appropriate) under this Agreement and (if that Relevant Group Company has granted an Encumbrance in respect of the obligations of any member of the Group under the Relevant MFL Agreement) that Relevant Group Company shall grant or has granted an equivalent Encumbrance in favour of the Finance Parties in form and substance satisfactory to the Agent (acting on the instructions of the Majority Lenders acting reasonably as appropriate) and corporate authorisations and opinions in relation to such Encumbrance in form and substance satisfactory to the Agent (acting reasonably) have been delivered to the Agent.

(b) Paragraph (a) above shall not apply to (i) any Existing MFL Agreements save in respect of Relevant Group Companies that become new borrowers or grant new guarantees, indemnities, or other forms of credit support or Encumbrances in respect of such Existing MFL Agreements

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after the date of this Agreement, (ii) any Refinancing MFL Agreement which has equivalent borrowers and benefits from equivalent guarantees and Encumbrances as the MFL Agreement it is refinancing or (iii) any Project Finance Borrowing MFL Agreement.

(c) For the purposes of this Clause 21.18, a “Relevant Group Company” is a member of the Group which is neither an Obligor nor a Material Group Company.

21.19 Sanctions

(a) The Parent shall not (and shall procure that no Subsidiary will) engage in any dealings or transactions occurring in a Sanctioned Country or with any person that at the time of the dealing or transaction is the subject or the target of Sanctions or located in any Sanctioned Country.

(b) The Parent shall not (and shall procure that no Subsidiary will):

(i) knowingly use, contribute or otherwise make available the proceeds of any Facility for the purpose of financing or making funds available directly; or

(ii) use, contribute or otherwise make available the proceeds of any Facility for the purpose of financing or making funds available indirectly,

to any person which is the subject or target of any Sanctions or located in a Sanctioned Country, to the extent such financing or provision of funds is prohibited by Sanctions .

21.20 Anti-corruption

(a) No Obligor shall (and the Parent shall ensure that no Subsidiary will) directly or indirectly use the proceeds of the Facilities for any purpose which would breach any applicable Anti-Corruption Laws.

(b) The Parent shall (and shall ensure that each of its Subsidiaries will) maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable Anti-Corruption Laws.

22. Events of Default

Each of the events or circumstances set out in this Clause 22 is an Event of Default (whether or not caused by any reason whatsoever outside the control of a Borrower or the Parent or any other person) save for Clause 22.16 (Acceleration) and Clause 22.17 (Remedy).

22.1 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless payment is made within three (3) Business Days of its due date.

22.2 Financial covenants

Any requirement of Clause 20 (Financial Covenants) is not satisfied.

22.3 Other obligations

(a) Subject to Clause 22.17 (Remedy), an Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 22.1 (Non-Payment) and Clause 20 (Financial Covenants)).

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(b) No Event of Default will occur under paragraph (a) above in respect of Clause 21.9 (Taxation) unless the unpaid Taxes (which do not fall within paragraph (a), (b) or (c) of that Clause) exceed $30,000,000 (or its equivalent).

22.4 Misrepresentation

(a) Subject to Clause 22.17 (Remedy), any representation or statement made or deemed to be made by any Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material and adverse respect when made or deemed to be made.

(b) No Event of Default will occur under paragraph (a) above in respect of the representation contained in paragraph (a) of Clause 18.20 (Taxation) unless the unpaid Taxes (which do not fall within paragraphs (a)(i) and (a)(ii) of Clause 18.20 (Taxation)) exceed $30,000,000 (or its equivalent).

22.5 Cross-default

(a) Any Financial Indebtedness of a Material Group Company is not paid when due, nor where there is an applicable grace period, within the originally applicable grace period.

(b) Any Financial Indebtedness of a Material Group Company is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) Any commitment for any Financial Indebtedness of a Material Group Company is cancelled or suspended by a creditor of a Material Group Company as a result of an event of default (however described).

(d) Any creditor of a Material Group Company becomes entitled to declare any Financial Indebtedness of a Material Group Company due and payable prior to its specified maturity as a result of an event of default (however described).

(e) No Event of Default will occur under this Clause 22.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness, falling within paragraphs (a) to (d) of this Clause 22.5 above is less than $30,000,000 (or its equivalent).

22.6 Insolvency

(a) Any Material Group Company is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its classes of creditors with a view to rescheduling any of its Financial Indebtedness which in the case of a Material Group Company (other than an Obligor) could reasonably be expected to have a Material Adverse Effect.

(b) The value of the assets of any Material Group Company, fairly valued, is less than its liabilities (taking into account contingent and prospective liabilities) which in the case of a Material Group Company (other than an Obligor) could reasonably be expected to have a Material Adverse Effect.

(c) A moratorium is declared in respect of any Financial Indebtedness of any Material Group Company.

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22.7 Insolvency proceedings

Any corporate action, legal proceedings or other similar procedure or step is taken in relation to:

(a) the suspension of payments, a moratorium of any Financial Indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Material Group Company;

(b) a composition, compromise, assignment or arrangement with any creditor or class of creditors of any Material Group Company;

(c) the appointment of a liquidator, receiver, administrator, administrative receiver, judicial manager, compulsory manager or other similar officer in respect of any Material Group Company or any of its assets; or

(d) enforcement of any Encumbrance over any assets of any Material Group Company,

(e) or any analogous procedure or step is taken in any jurisdiction and any such procedure or proceedings are not contested in good faith nor discharged within thirty (30) days (or such shorter period provided for contesting such procedure or proceedings under the laws of the relevant jurisdiction).

22.8 Failure to comply with final judgment

Any Material Group Company fails within five (5) Business Days of the due date to comply with or pay any sum due from it under any material final judgment or any final order made or given by any court that is located in England & Wales or the United States of America or is otherwise located in, or whose judgement would be recognised or enforceable in, a jurisdiction in which a member of the Group is located, incorporated or carries on business. For the purposes of this Clause 22.8, a “material final judgment” shall be any judgment for the payment of a sum of money in excess of thirty million dollars ($30,000,000) (or its equivalent).

22.9 Creditors’ process

Any expropriation (other than an expropriation where fair compensation is received) or the operation of the attachment, sequestration, distress or execution affects any material asset of a Material Group Company and is not discharged within twenty-one (21) days. For the purposes of this Clause 22.9 a “material asset” is any single income producing asset of the relevant Material Group Company which contributes not less than 5 per cent. towards the Consolidated EBITDA or gross assets of the Group (calculated according to the most recent set of audited consolidated financial statements delivered pursuant to Clause 19.1 (Financial statements)) provided that any loss of mineral rights arising as a result of the operation of the Mineral and Petroleum Resources Development Act, No. 28 of 2002 (the “MPRDA”) (including the broad-based socio-economic empowerment charter, as amended, revised and/or restated (the “Mining Charter”), the Code of Good Practice for the Minerals Industry and the Housing and Living Condition Standard for the Mining Industry published in accordance with the MPRDA) substantially in its current form as at the date of this Agreement and/or the operation of the Mineral and Petroleum Resources Royalty Act, No. 28 of 2008, substantially in its current form as at the date of this Agreement shall not constitute an expropriation for the purposes of this Clause 22.9.

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22.10 Unlawfulness

It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents or such obligations cease to be legal, valid, binding or enforceable obligations

22.11 Repudiation and Unenforceability

An Obligor repudiates a Finance Document or any Finance Document is declared to be or is otherwise unenforceable against an Obligor by a court of the jurisdiction of incorporation of the relevant Obligor.

22.12 Governmental Intervention

By or under the authority of any government:

(a) the management of any Material Group Company is wholly or partially displaced or the authority of any Material Group Company in the conduct of its business is wholly or partially taken over; or

(b) all or a majority of the issued shares of any Material Group Company or material part of its revenues or assets is seized, nationalised, expropriated or compulsorily acquired. For the purposes of this Clause 22.12 “material part of its revenues or assets” shall in relation to the relevant Material Group Company be construed as revenues comprising not less than 5 per cent. of the Consolidated EBITDA or gross assets of the Group calculated mutatis mutandis in accordance with the provisions of Clause 22.9 (Creditors’ process) or assets which contribute not less than 5 per cent. towards the Consolidated EBITDA or gross assets of the Group calculated mutatis mutandis accordance with the provisions of Clause 22.9 (Creditors’ process), provided that neither the implementation of the MPRDA (including the Mining Charter, the Code of Good Practice for the Minerals Industry and the Housing and Living Condition Standard for the Mining Industry published in accordance with the MPRDA) substantially in its current form as at the date of this Agreement nor the implementation of the Mineral and Petroleum Resources Royalty Act, No. 28 of 2008, in each case substantially in its current form as at the date of this Agreement, shall constitute a seizure, nationalisation, expropriation or compulsory acquisition as contemplated by this Clause 22.12.

22.13 Material Adverse Effect

Any change occurs in the business, condition (financial or otherwise), operations, performance or properties of the Obligors or the Group taken as a whole since the date of the Original Financial Statements which could be reasonably likely to have a Material Adverse Effect.

22.14 Cessation of Business

Any Material Group Company ceases to carry on the business which it undertakes at the date of this Agreement.

22.15 Litigation

Any litigation, arbitration, administrative proceedings or governmental or regulatory investigations or proceedings against any Material Group Company or its respective assets or revenues is reasonably expected to be adversely determined, and if so determined, could reasonably be expected to have a Material Adverse Effect.

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22.16 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrowers and the Parent:

(a) cancel the Total Commitments whereupon they shall immediately be cancelled;

(b) declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(c) declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders.

22.17 Remedy

(a) No Event of Default under this Clause 22 (other than those referred to in Clauses 22.1 (Non-payment), 22.2 (Financial covenants), 22.3 (Other obligations) (in respect of a failure by an Obligor to comply with Clause 21.19 (Sanctions) or Clause 21.20 (Anti-corruption)) and 22.4 (Misrepresentation) (in respect of a representation or statement made by an Obligor under Clause 18.23 (Sanctions) or Clause 18.24 (Anti-corruption))) will occur if the failure to comply or circumstance giving rise to the same is capable of remedy and is remedied by an Obligor within ten (10) days of the earlier of the Agent giving notice to the Obligors or any Obligor becoming aware of the failure to comply.

(b) For the purposes of paragraph (a) above, the events or circumstances referred to in Clause 22.5 (Cross-default), Clause 22.6 (Insolvency), Clause 22.7 (Insolvency proceedings), Clause 22.8 (Failure to comply with final judgment), Clause 22.9 (Creditors’ process), Clause 22.10 (Unlawfulness), Clause 22.11 (Repudiation and unenforceability), Clause 22.13 (Material Adverse Effect) and Clause 22.14 (Cessation of Business) shall be deemed to be incapable of remedy save to the extent set out therein unless the Agent determines otherwise.

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SECTION 9

CHANGES TO PARTIES

23. Changes to the Lenders

23.1 Assignments and transfers by the Lenders

Subject to this Clause 23, a Lender (the “Existing Lender”) may:

(a) assign any of its rights; or

(b) transfer by novation any of its rights and obligations,

to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).

23.2 Conditions of assignment or transfer

(a) The consent of the Parent is required for an assignment or transfer by an Existing Lender, unless the assignment of transfer:

(i) is to another Lender or an Affiliate of a Lender; or

(ii) takes effect at a time when an Event of Default has occurred and is continuing.

(b) The consent of the Parent to an assignment or transfer (if required) must not be unreasonably withheld or delayed. The Parent will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Parent within that time.

(c) An assignment will only be effective on:

(i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and

(ii) performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

(d) A transfer will only be effective if the procedure set out in Clause 23.5 (Procedure for transfer) is complied with.

(e) If:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax Gross-up and Indemnities) or Clause 13 (Increased Costs),

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then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

(f) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

23.3 Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of three thousand dollars ($3,000), unless the Agent, in its sole discretion, agrees to waive the payment of such fee.

23.4 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii) the financial condition of any Obligor;

(iii) the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 23; or

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(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

23.5 Procedure for transfer

(a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c) Subject to Clause 23.9 (Pro rata interest settlement), on the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);

(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii) the Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv) the New Lender shall become a Party as a “Lender”.

23.6 Procedure for assignment

(a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

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(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(c) Subject to Clause 23.9 (Pro rata interest settlement), on the Transfer Date:

(i) the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement;

(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the “Relevant Obligations”) and expressed to be the subject of the release in the Assignment Agreement; and

(iii) the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations.

(d) Lenders may utilise procedures other than those set out in this Clause 23.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 23.5 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 23.2 (Conditions of assignment or transfer).

23.7 Copy of Transfer Certificate or Assignment Agreement to Parent

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or Assignment Agreement, send to the Parent a copy of that Transfer Certificate or Assignment Agreement.

23.8 Security over Lenders’ rights

(a) In addition to the other rights provided to Lenders under this Clause 23, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create an Encumbrance in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(i) any charge, assignment or other Encumbrance to secure obligations to a federal reserve or central bank; and

(ii) in the case of any Lender which is a fund, any charge, assignment or other Encumbrance granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Encumbrance shall:

(A) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Encumbrance for the Lender as a party to any of the Finance Documents; or

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(B) require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

23.9 Pro rata interest settlement

If the Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 23.5 (Procedure for transfer) or any assignment pursuant to Clause 23.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(i) any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and

(ii) the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts so that, for the avoidance of doubt:

(i) when the Accrued Amounts become payable, those Accrued Amounts will be payable for the account of the Existing Lender; and

(ii) the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 23.9, have been payable to it on that date, but after deduction of the Accrued Amounts.

In this Clause 23.9, references to “Interest Period” shall be construed to include a reference to any other period for the accrual of fees.

24. Changes to the Obligors

24.1 Assignment and transfer by Obligors

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

24.2 Additional Borrowers

(a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 19.8 (“Know your customer” checks), the Parent may request that any of its Subsidiaries become an Additional Borrower. That Subsidiary shall become an Additional Borrower if:

(i) either:

(A) that Subsidiary is a wholly-owned Subsidiary incorporated in the same jurisdiction as an existing Borrower; or

(B) all the Lenders, acting reasonably, approve the addition of that Subsidiary;

(ii) the Parent delivers to the Agent a duly completed and executed Accession Letter;

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(iii) the Parent confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and

(iv) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent.

(b) The Agent shall notify the Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent).

(c) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

24.3 Resignation of an Additional Borrower

(a) The Parent may request that a Borrower (other than the Original Borrowers) ceases to be a Borrower by delivering to the Agent a Resignation Letter.

(b) The Agent shall accept a Resignation Letter and notify the Parent and the Lenders of its acceptance if:

(i) no Default is continuing or would result from the acceptance of the Resignation Letter (and the Parent has confirmed to the Agent that this is the case); and

(ii) the Borrower is under no actual or contingent obligations as a Borrower under any Finance Documents,

whereupon that company shall cease to be a Borrower and shall have no further rights or obligations under the Finance Documents.

24.4 Additional Guarantors

(a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 19.8 (“Know your customer” checks), the Parent may request that any of its Subsidiaries become an Additional Guarantor. That Subsidiary shall become an Additional Guarantor if;

(i) the Parent delivers to the Agent a duly completed and executed Accession Letter; and

(ii) the Agent has received all of the documents and other evidence listed in Part III of Schedule 2 (Conditions precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent.

(b) The Agent shall notify the Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part III of Schedule 2 (Conditions precedent).

(c) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

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24.5 Repetition of Representations

Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the Repeating Representations and the representations in Clause 18.3 (Binding obligations), Clause 18.6 (Governing law and enforcement) and paragraph (b) of Clause 18.23 (Sanctions) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

24.6 Resignation of an Additional Guarantor

(a) The Parent may request that a Guarantor (other than an Original Guarantor) ceases to be a Guarantor by delivering to the Agent a Resignation Letter.

(b) The Agent shall accept a Resignation Letter and notify the Parent and the Lenders of its acceptance if no Default is continuing and the Parent has confirmed to the Agent that this is the case.

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SECTION 10

THE FINANCE PARTIES

25. Role of the Agent, the Arranger and the Reference Banks

25.1 Appointment of the Agent

(a) Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents.

(b) Each other Finance Party authorises the Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

25.2 Instructions

(a) The Agent shall:

(i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:

(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B) in all other cases, the Majority Lenders; and

(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above.

(b) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

(d) The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

(e) In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

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(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

25.3 Duties of the Agent

(a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

(b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

(c) Without prejudice to Clause 23.7 (Copy of Transfer Certificate or Assignment Agreement to Parent), paragraph (a) above shall not apply to any Transfer Certificate or to any Assignment Agreement.

(d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the Arranger) under this Agreement it shall promptly notify the other Finance Parties.

(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

(h) The Agent shall provide to the Parent within five (5) Business Days of a request by the Parent (but no more frequently than once per calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.

25.4 Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

25.5 No fiduciary duties

(a) Nothing in any Finance Document constitutes the Agent or the Arranger as a trustee or fiduciary of any other person.

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(b) Neither the Agent nor the Arranger shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

25.6 Business with the Group

The Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

25.7 Rights and discretions

(a) The Agent may:

(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii) assume that:

(A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

(B) unless it has received notice of revocation, that those instructions have not been revoked; and

(iii) rely on a certificate from any person:

(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment));

(ii) any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and

(iii) any notice or request made by the Parent (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.

(c) The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary.

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(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f) The Agent may act in relation to the Finance Documents through its officers, employees and agents.

(g) Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(h) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(i) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

(j) Without prejudice to the generality of paragraph (h) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.

25.8 Responsibility for documentation

Neither the Agent nor the Arranger is responsible or liable for:

(a) the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Arranger, an Obligor or any other person in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document; or

(c) any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

25.9 No duty to monitor

The Agent shall not be bound to enquire:

(a) whether or not any Default has occurred;

(b) as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

(c) whether any other event specified in any Finance Document has occurred.

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25.10 Exclusion of liability

(a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent), the Agent will not be liable for:

(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct;

(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document, other than by reason of its gross negligence or wilful misconduct; or

(iii) without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of:

(A) any act, event or circumstance not reasonably within its control; or

(B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b) No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause 25.10 subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Agent or the Arranger to carry out:

(i) any “know your customer” or other checks in relation to any person; or

(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender,

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on behalf of any Lender and each Lender confirms to the Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arranger.

(e) Without prejudice to any provision of any Finance Document excluding or limiting the Agent’s liability, any liability of the Agent arising under or in connection with any Finance Document shall be limited to the amount of actual loss which has been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.

25.11 Lenders’ indemnity to the Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three (3) Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 28.10 (Disruption to payment systems etc.), notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).

25.12 Resignation of the Agent

(a) The Agent may resign and appoint one of its Affiliates acting through an office as successor by giving notice to the other Finance Parties and the Parent.

(b) Alternatively the Agent may resign by giving notice to the other Finance Parties and the Parent, in which case the Majority Lenders (after consultation with the Parent) may appoint a successor Agent.

(c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within thirty (30) days after notice of resignation was given, the Agent (after consultation with the Parent) may appoint a successor Agent.

(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 25 consistent with then current market practice for the appointment and protection of corporate trustees (which shall be determined by reference to the then standard documents published by the Loan Market Association and, to the extent practicable, following consultation by the Agent with the Lenders) and those amendments will bind the Parties.

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(e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(f) The Agent’s resignation notice shall only take effect upon the appointment of a successor.

(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent) and this Clause 25 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(h) After consultation with the Parent, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above.

(i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

(i) the Agent fails to respond to a request under Clause 12.8 (FATCA Information) and the Parent or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the information supplied by the Agent pursuant to Clause 12.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii) the Agent notifies the Parent and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Parent or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Parent or that Lender, by notice to the Agent, requires it to resign.

25.13 Replacement of the Agent

(a) At any time the Agent is an Impaired Agent, the Majority Lenders may, by giving notice to the Agent replace the Agent by appointing a successor Agent (acting through an office in the United Kingdom).

(b) The retiring Agent shall (at its own cost) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonable request for the purposes of performing its functions as Agent under the Finance Documents.

(c) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain

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entitled to the benefit of this Clause 25 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

(d) Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

25.14 Confidentiality

(a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

25.15 Relationship with the Lenders

(a) Subject to Clause 23.9 (Pro rata interest settlement), the Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i) entitled to or liable for any payment due under any Finance Document on that day; and

(ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five (5) Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b) Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 30.6 (Electronic communication)) electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address, department and officer by that Lender for the purposes of Clause 30.2 (Addresses) and paragraph (a)(iii) of Clause 30.6 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

25.16 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a) the financial condition, status and nature of each member of the Group;

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(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d) the adequacy, accuracy and/or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

25.17 Agent’s Management Time

Any amount payable to the Agent under Clause 14.3 (Indemnity to the Agent), Clause 16 (Costs and Expenses) and Clause 25.11 (Lenders’ indemnity to the Agent) shall include the cost of utilising the Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Parent and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause 11 (Fees).

25.18 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

25.19 Role of Reference Banks

(a) No Reference Bank is under any obligation to provide a quotation or any other information to the Agent.

(b) No Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.

(c) No Party (other than the relevant Reference Bank) may take any proceedings against any officer, employee or agent of any Reference Bank in respect of any claim it might have against that Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation, and any officer, employee or agent of each Reference Bank may rely on this Clause 25.19 subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

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25.20 Third party Reference Banks

(a) A Reference Bank which is not a Party may rely on Clause 25.19 (Role of Reference Banks), Clause 34.2 (Exceptions) and Clause 36 (Confidentiality of Funding Rates and Reference Bank Quotations) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

(b) If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent may (in consultation with the Parent) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

25.21 Reliance and engagement letters

Each Finance Party confirms that the Arranger and the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arranger or Agent) the terms of any reliance letter or engagement letters relating to any reports or letters provided by accountants in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

26. Conduct of Business by the Finance Parties

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

27. Sharing among the Finance Parties

27.1 Payments to Finance Parties

If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 28 (Payment Mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent;

(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 28 (Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the

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Recovering Finance Party as its share of any payment to be made, in accordance with Clause 28.6 (Partial payments).

27.2 Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the “Sharing Finance Parties”) in accordance with Clause 28.6 (Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.

27.3 Recovering Finance Party’s rights

On a distribution by the Agent under Clause 27.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

27.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the “Redistributed Amount”); and

(b) as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

27.5 Exceptions

(a) This Clause 27 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause 27, have a valid and enforceable claim against the relevant Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and

(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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SECTION 11

ADMINISTRATION

28. Payment Mechanics

28.1 Payments to the Agent

(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Agent specifies.

28.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 28.3 (Distributions to an Obligor), Clause 28.4 (Clawback) and Clause 25.18 (Deduction from amounts payable by the Agent) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five (5) Business Days’ notice with a bank in the principal financial centre of the country of that currency.

28.3 Distributions to an Obligor

The Agent may (with the consent of the Obligor or in accordance with Clause 29 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

28.4 Clawback

(a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) Unless paragraph (c) below applies, if the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then (i) the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

(c) If the Agent has notified the Lenders that it is willing to make available amounts for the account of a Borrower before receiving funds from the Lenders then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to a Borrower:

(i) the Agent shall notify the Parent of that Lender’s identity and the Borrower to whom that sum was made available shall on demand refund it to the Agent; and

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(ii) the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower to whom that sum was made available, shall on demand pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

28.5 Impaired Agent

(a) If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 28.1 (Payments to the Agent) may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A3 or higher by Moody’s Investor Services Limited or a comparable rating from an internationally recognised credit rating agency and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents. In each case such payments must be made on the due date for payment under the Finance Documents.

(b) All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.

(c) A Party which has made a payment in accordance with this Clause 28.5 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

(d) Promptly upon the appointment of a successor Agent in accordance with Clause 25.13 (Replacement of the Agent), each Party which has made a payment to a trust account in accordance with this Clause 28.5 shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution in accordance with Clause 28.2 (Distributions by the Agent).

28.6 Partial payments

(a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid amount owing to the Agent and the Arranger under the Finance Documents;

(ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

(iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

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(b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (a)(iv) above.

(c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

28.7 No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

28.8 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

28.9 Currency of account

(a) Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c) Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.

28.10 Change of currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Parent); and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Parent) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

28.11 Disruption to payment systems etc.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Parent that a Disruption Event has occurred:

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(a) the Agent may, and shall if requested to do so by the Parent, consult with the Parent with a view to agreeing with the Parent such changes to the operation or administration of the Facilities as the Agent may deem necessary in the circumstances;

(b) the Agent shall not be obliged to consult with the Parent in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Agent and the Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 34 (Amendments and Waivers);

(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution of value or liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 28.10; and

(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

29. Set-off

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

30. Notices

30.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

30.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of the Parent:

Address:	150 Helen Road
	Sandown Sandton 2196
	South Africa

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Fax No:	+ 27 86 720 2704
Attn:	Executive Vice President, General Counsel

(b) in the case of each Lender or any other Obligor, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

(c) in the case of the Agent:

Address:	The Bank of Tokyo-Mitsubishi UFJ, Ltd. London Branch
	Ropemaker Place, 25 Ropemaker Street
	London, EC2Y 9AN
	United Kingdom
Fax No:	+44 (0) 207 577 1557
Attn:	Admin Team

or any substitute address or fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five (5) Business Days’ notice.

30.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i) if by way of fax, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 30.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified in paragraph (c) of Clause 30.2 (Addresses) (or any substitute department or officer as the Agent shall specify for this purpose).

(c) All notices from or to an Obligor shall be sent through the Agent.

(d) Any communication or document made or delivered to the Parent in accordance with this Clause will be deemed to have been made or delivered to each of the Obligors.

30.4 Notification of address and fax number

Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 30.2 (Addresses) or changing its own address or fax number, the Agent shall notify the other Parties.

30.5 Communication when Agent is Impaired Agent

If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made

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or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.

30.6 Electronic communication

(a) Any communication to be made between the Agent and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if the Agent and the relevant Lender:

(i) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(ii) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(iii) notify each other of any change to their address or any other such information supplied by them.

(b) Any electronic communication made between the Agent and a Lender will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.

(c) In accordance with paragraph (a) above, each of the Agent and the Lender agree, for the purposes of the delivery by any Borrower of a Utilisation Request pursuant to Clause 5.1 (Deliver of a Utilisation Request) (and without prejudice to any of the requirements of Clause 5.2 (Completion of a Utilisation Request)):

(i) electronic mail is unless and until notified to the contrary, an accepted form of communication; and

(ii) the electronic email address of the Agent for this purpose is loanagency@uk.mufg.jp.

30.7 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

30.8 Obligor agent

(a) Each Obligor (other than the Parent) by its execution of this Agreement or an Accession Letter (as the case may be) irrevocably appoints the Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i) the Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any documents

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required hereunder and to make such agreements capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

(ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Parent on its behalf,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made such agreements or received the relevant notice, demand or other communication.

(b) Every act, agreement, undertaking, settlement, waiver, notice or other communication given or made by the Parent or given to the Parent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Parent and any other Obligor, those of the Parent shall prevail.

31. Calculations and Certificates

31.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

31.2 Certificates and Determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

31.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of three hundred and sixty (360) days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.

32. Partial Invalidity

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

33. Remedies and Waivers

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other

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right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

34. Amendments and Waivers

34.1 Required consents

(a) Subject to Clause 34.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Parent and any such amendment or waiver will be binding on all Parties.

(b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 34.

34.2 Exceptions

(a) Subject to Clause 34.5 (Replacement of Screen Rate), an amendment or waiver that has the effect of changing or which relates to:

(i) the definition of “Majority Lenders” in Clause 1.1 (Definitions);

(ii) an extension to the date of payment of any amount under the Finance Documents;

(iii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv) an increase in any Commitment or an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the commitments of the lenders rateably under the relevant Facility;

(v) a change to the Borrowers or Guarantors (other than in accordance with Clause 24 (Changes to the Obligors));

(vi) any provision which expressly requires the consent of all the Lenders; or

(vii) Clause 2.2 (Finance Parties’ rights and obligations), Clause 7.8 (Application of prepayments), Clause 17 (Guarantee and Indemnity), Clause 23 (Changes to the Lenders) or this Clause 34,

shall not be made without the prior consent of all the Lenders.

(b) An amendment or waiver which relates to the rights or obligations of the Agent or the Arranger or a Reference Bank may not be effected without the consent of (as applicable) the Agent, the Arranger or the Reference Bank.

34.3 Disenfranchisement of Defaulting Lenders

(a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments.

(b) For the purposes of this Clause 34.3, the Agent may assume that the following Lenders are Defaulting Lenders:

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(i) any Lender which has notified the Agent that it has become a Defaulting Lender;

(ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraph (a), (b), or (c) of the definition of “Defaulting Lender” has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

34.4 Replacement of a Defaulting Lender

(a) The Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving five (5) Business Days’ prior written notice to the Agent and such Lender:

(i) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement; or

(ii) require such Lender to (and such Lender shall) transfer pursuant to Clause 23 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender,

to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Parent, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender), for a purchase price in cash payable at the time of the transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest (subject to any notice having been given by the Agent under Clause 23.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

(b) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 34 shall be subject to the following conditions:

(i) the Parent shall have no right to replace the Agent;

(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Parent to find a Replacement Lender;

(iii) the transfer must take place no later than five (5) days after the notice referred to in paragraph (a) above; and

(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.

34.5 Replacement of Screen Rate

(a) Subject to Clause 34.2 (Exceptions), if any Screen Rate is not available for dollars, any amendment or waiver which relates to providing for another benchmark rate to apply in relation to that currency in place of that Screen Rate (or which relates to aligning any provision of a

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Finance Document to the use of that other benchmark rate) may be made with the consent of the Majority Lenders and the Obligors.

(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 10 Business Days (unless the Parent and the Agent agree to a longer time period in relation to any request) of that request being made:

(i) its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the relevant Facilities when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and

(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

35. Confidential Information

35.1 Confidentiality

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 35.2 (Disclosure of Confidential Information) and Clause 35.3 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

35.2 Disclosure of Confidential Information

Any Finance Party may disclose:

(a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b) to any person:

(i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or may potentially succeed) it as Agent and, in each case, to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

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(iii) appointed by any Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (b) of Clause 25.15 (Relationship with the Lenders));

(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;

(v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates any Encumbrance (or may do so) pursuant to Clause 23.8 (Security over Lenders’ rights);

(vii) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(viii) who is a Party; or

(ix) with the consent of the Parent;

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A) in relation to paragraphs (b)(i) or (b)(ii) and (b)(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B) in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C) in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

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(c) to any person appointed by that Finance Party or by a person to whom paragraphs (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Parent and the relevant Finance Party;

(d) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors.

35.3 Disclosure to numbering service providers

(a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facilities and/or one or more Obligors the following information:

(i) names of Obligors;

(ii) country of domicile of Obligors;

(iii) place of incorporation of Obligors;

(iv) date of this Agreement;

(v) the names of the Agent and the Arranger;

(vi) date of each amendment and restatement of this Agreement;

(vii) the amounts and names of the Facilities (and any tranches);

(viii) amount of Total Commitments;

(ix) currency of the Facilities;

(x) type of Facilities;

(xi) Clause 38 (Governing Law);

(xii) ranking of Facilities;

(xiii) Termination Date for Facilities;

(xiv) changes to any of the information previously supplied pursuant to paragraphs (i) to (xiii) above; and

(xv) such other information agreed between such Finance Party and the Parent,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

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(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c) Each Obligor represents that none of the information set out in paragraphs (a)(i) to (a)(xv) above is, nor will at any time be, unpublished price-sensitive information.

(d) The Agent shall notify the Parent and the other Finance Parties of:

(i) the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facilities and/or one or more Obligors; and

(ii) the number or, as the case may be, numbers assigned to this Agreement, the Facilities and/or one or more Obligors by such numbering service provider.

35.4 Entire agreement

This Clause 35.4 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

35.5 Inside Information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

35.6 Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Parent:

(a) of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 35.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 34.5.

35.7 Continuing obligations

The obligations in this Clause 35.7 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve (12) months from the earlier of:

(a) the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b) the date on which such Finance Party otherwise ceases to be a Finance Party.

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36. Confidentiality of Funding Rates and Reference Bank Quotations

36.1 Confidentiality and disclosure

(a) The Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.

(b) The Agent may disclose:

(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 8.6 (Notification of rates of interest); and

(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender or Reference Bank, as the case may be.

(c) The Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:

(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this sub-paragraph (i) is informed in writing of its confidential nature and that it may be price -sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;

(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

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(iv) any person with the consent of the relevant Lender or Reference Bank, as the case may be

(d) The Agent’s obligations in this Clause 36 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 8.6 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.

36.2 Related obligations

(a) The Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not to use any Funding Rate or, in the case of the Agent, any Reference Bank Quotation for any unlawful purpose.

(b) The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Reference Bank, as the case may be:

(i) of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 36.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(ii) upon becoming aware that any information has been disclosed in breach of this Clause 36.

36.3 No Event of Default

No Event of Default will occur under Clause 22.3 (Other obligations) by reason only of an Obligor’s failure to comply with this Clause 36.

37. Counterparts

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

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SECTION 12

GOVERNING LAW AND ENFORCEMENT

38. Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

39. Enforcement

39.1 Jurisdiction

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with it) (a “Dispute”).

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) This Clause 39.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

39.2 Service of process

Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(a) irrevocably appoints Hackwood Secretaries Limited as its agent for service of process (in the case of an Obligor incorporated in South Africa, domicilium citandi et executandi) in relation to any proceedings before the English courts in connection with any Finance Document; and

(b) agrees that failure by an agent for service of process to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

THE ORIGINAL PARTIES

PART I

THE OBLIGORS

Name of Original Borrowers	Registration number (or equivalent, if any)
GFI Joint Venture Holdings Proprietary Limited, incorporated in South Africa	1998/023354/07
Gold Fields Operations Limited, incorporated in South Africa	1959/003209/06
Gold Fields Orogen Holding (BVI) Limited, incorporated in the British Virgin Islands	184982
Gold Fields Ghana Holdings (BVI) Limited, incorporated in the British Virgin Islands	651405

Name of Original Guarantors	Registration number (or equivalent, if any)
Gold Fields Limited, incorporated in South Africa	1968/004880/06
Gold Fields Holdings Company (BVI) Limited, incorporated in the British Virgin Islands	651406
Gold Fields Operations Limited, incorporated in South Africa	1959/003209/06
Gold Fields Orogen Holding (BVI) Limited, incorporated in the British Virgin Islands	184982
GFI Joint Venture Holdings Proprietary Limited, incorporated in South Africa	1998/023354/07
Gold Fields Ghana Holdings (BVI) Limited, incorporated in the British Virgin Islands	651405

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PART II

THE MANDATED LEAD ARRANGERS

Name of Mandated Lead Arranger

Absa Bank Limited (acting through its Corporate and Investment Banking Division)

Bank of America Merrill Lynch International Limited

CIBC World Markets Plc

Commonwealth Bank of Australia

J.P. Morgan Limited

RBC Europe Limited

Scotiabank Europe plc

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Westpac Banking Corporation

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PART III

THE LEAD ARRANGERS

Name of Lead Arranger

Australia and New Zealand Banking Group Limited

Bank of Montreal

CITIBANK N.A., DIFC BRANCH

Credit Suisse International

Investec Bank Limited, acting through its Corporate and Institutional Banking division

Morgan Stanley Bank International Limited

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PART IV

THE ORIGINAL LENDERS

Name of Original Lender	Facility A Commitment (US$)		Facility B Commitment (US$)		Facility C Commitment (US$)
Absa Bank Limited (acting through its Corporate and Investment Banking division)		37,500,000		37,500,000		25,000,000
Australia and New Zealand Banking Group Limited		25,000,000		25,000,000		—
Bank of America Merrill Lynch International Limited		25,000,000		25,000,000		50,000,000
BMO Harris Financing, Inc.		18,750,000		18,750,000		37,500,000
BTMU (Europe) Limited		25,000,000		15,000,000		60,000,000
CIBC World Markets Plc		30,000,000		30,000,000		60,000,000
CITIBANK N.A., DIFC BRANCH		12,500,000		12,500,000		25,000,000
Commonwealth Bank of Australia		25,000,000		25,000,000		50,000,000
Credit Suisse International		13,750,000		13,750,000		27,500,000
Investec Bank Limited, acting through its Corporate and Institutional Banking division		50,000,000		—		—
JPMorgan Chase Bank, N.A., London Branch		25,000,000		65,000,000		30,000,000
Morgan Stanley Senior Funding, Inc.		12,500,000		12,500,000		25,000,000
RBC Europe Limited		25,000,000		25,000,000		50,000,000
Scotiabank Europe plc		30,000,000		30,000,000		60,000,000
Westpac Banking Corporation		25,000,000		25,000,000		50,000,000
		380,000,000		360,000,000		550,000,000

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SCHEDULE 2

CONDITIONS PRECEDENT

PART I

CONDITIONS PRECEDENT TO INITIAL UTILISATION

1. Obligors

(a) A copy of the Constitutional Documents of each Obligor.

(b) A copy of a good standing certificate with respect to Gold Fields Holdings Company (BVI) Limited, Gold Fields Orogen Holding (BVI) Limited and Gold Fields Ghana Holdings (BVI) Limited, issued as of a recent date by the Registrar of Corporate Affairs in the British Virgin Islands.

(c) A copy of a resolution of the board of directors (and, if necessary under the laws of its jurisdiction of incorporation, the shareholders) of each Obligor:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or dispatched by it under or in connection with the Finance Documents to which it is a party.

(d) A specimen of the signature of each person authorised by the resolution referred to in paragraph (c) above.

(e) A certificate of incumbency from the registered agent for Gold Fields Holdings Company (BV I) Limited, Gold Fields Orogen Holding (BVI) Limited and Gold Fields Ghana Holdings (BVI) Limited.

(f) A copy of the resolution of the shareholders of Gold Fields Holdings Company (BVI) Limited , Gold Fields Orogen Holding (BVI) Limited and Gold Fields Ghana Holdings (BVI) Limited approving the relevant resolutions of the board of directors and the transactions contemplated thereby.

(g) A certificate of the Obligors (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments and any and all accrued interest would not cause any borrowing, guaranteeing or similar limit binding on any Obligor to be exceeded and that in respect of each Obligor to whom the Companies Act 2008 of South Africa applies the requirements of section 45 of such Act has been complied with and each certificate shall have annexed to it the copies of the relevant resolutions, notices and statements.

(h) A certificate of an authorised signatory of the relevant Obligor certifying that each copy document relating to it specified in this Part I of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

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2. Legal opinions

(a) A legal opinion of Clifford Chance LLP legal advisers to the Arranger and the Agent in England, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

(b) A legal opinion of Conyers Dill & Pearman, legal advisers to the Arranger and Agent in the British Virgin Islands, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

(c) A legal opinion of Edward Nathan Sonnenbergs, legal advisers to the Arranger and Agent in South Africa, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

3. Other documents and evidence

(a) Evidence that any agent for service of process referred to in Clause 39.2 (Service of process) has accepted its appointment.

(b) The Original Financial Statements for the Parent.

(c) Evidence that the Refinancing Date has occurred or will occur on or before the first Utilisation Date (it being agreed that the Parent shall be able to satisfy this condition precedent by: (i) providing to the Agent a copy of a notice of prepayment and cancellation of the Existing Facilities and (ii) specifying in the first Utilisation Request that part of the proceeds (in an amount equal to the amount outstanding under the Existing Facilities) are to be paid to the relevant account of the agent under the Existing Facilities).

(d) Evidence that the fees then due from GF Orogen (or from each Borrower nominated by GF Orogen) pursuant to Clause 11 (Fees) have been paid or will be paid by the first Utilisation Date (it being agreed that the Parent shall be able to satisfy this condition precedent by authorising the Agent to deduct these from the proceeds of the first Utilisation).

(e) A copy of the approval of the Financial Surveillance Department of the South African Reserve Bank confirming that the South African Obligors may enter into and provide the guarantee as contemplated by this Agreement and that the South African Obligors in their capacity as Original Borrowers may enter into and implement the provisions of this Agreement (including the payment of any fees, costs or expenses which may be payable by them in relation to the Agreement). If such approval is granted conditionally, this condition precedent shall not be considered to have been fulfilled, unless both the Lenders and the South African Obligors acknowledge in writing to each other that such conditions are acceptable.

(f) A copy of any authorisation or consent (to include any relevant corporate, regulatory and shareholder consent) which the Agent, acting reasonably, considers to be necessary in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of any Finance Document.

(g) Completion by each Lender of all applicable “know your customer” checks.

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PART II

CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL BORROWER

1. An Accession Letter, duly executed by the Additional Borrower and the Parent.

2. A copy of a good standing certificate with respect to any Additional Borrower incorporated in the British Virgin Islands, issued as of a recent date by the Registrar of Corporate Affairs in the British Virgin Islands.

3. A copy of the Constitutional Documents of the Additional Borrower.

4. A copy of a resolution of the board of directors (and, if necessary under the laws of its jurisdiction of incorporation, the shareholders) of the Additional Borrower:

(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;

(b) authorising a specified person or persons to execute the Accession Letter on its behalf; and

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents.

5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 4 above.

6. A certificate of incumbency from the registered agent of each Additional Borrower incorporated in the British Virgin Islands.

7. If appropriate, a certificate of the Additional Borrower (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded and that in respect of each Additional Borrower to whom the Companies Act 2008 of South Africa applies the requirements of Section 45 of such Act has been complied with and each certificate shall have annexed to it the copies of the relevant resolutions, notices and statements.

8. A certificate of an authorised signatory of the Additional Borrower certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.

9. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.

10. If appropriate, a copy of the approval of the Financial Surveillance Department of the South African Reserve Bank confirming that the Additional Borrower may enter into and provide the guarantee as contemplated by this Agreement and that the Additional Borrower may enter into and implement the provisions of this Agreement. If such approval is granted conditionally, this condition precedent shall not be considered to have been fulfilled, unless both the Lenders and

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the Additional Borrower acknowledge in writing to each other that such conditions are acceptable.

11. If available, the latest audited financial statements of the Additional Borrower.

12. A legal opinion from legal advisers to the Agent in England.

13. If the Additional Borrower is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arranger and the Agent in the jurisdiction in which the Additional Borrower is incorporated.

14. If the proposed Additional Borrower is incorporated in a jurisdiction other than England and Wales, evidence that the agent for service of process specified in Clause 39.2 (Service of process) has accepted its appointment in relation to the proposed Additional Borrower.

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PART III

CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL GUARANTOR

1. An Accession Letter, duly executed by the Additional Guarantor and the Parent.

2. A copy of the Constitutional Documents of the Additional Guarantor.

3. A copy of a good standing certificate with respect to any Additional Guarantor incorporated in the British Virgin Islands, issued as of a recent date by the appropriate official in the British Virgin Islands.

4. A copy of a resolution of the board of directors (and, if necessary under the laws of its jurisdiction of incorporation, the shareholders) of the Additional Guarantor:

(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;

(b) authorising a specified person or persons to execute the Accession Letter on its behalf; and

(c) authorising a specified person or persons, on its behalf, to sign and/or dispatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents.

5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 4 above.

6. A certificate of incumbency from the registered agent of each Additional guarantor incorporated in the British Virgin Islands.

7. A copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.

8. A certificate of the Additional Guarantor (signed by a director) confirming that guaranteeing the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded and that in respect of each Additional Guarantor to whom the Companies Act 2008 of South Africa applies the requirements of section 45 of such Act has been complied with and each certificate shall have annexed to it the copies of the relevant resolutions, notices and statements.

9. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document listed in this Part III of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.

10. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.

11. If available, the latest audited financial statements of the Additional Guarantor.

12. A legal opinion from legal advisers to the Agent in England.

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13. If the Additional Guarantor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Agent in the jurisdiction in which the Additional Guarantor is incorporated.

14. If the Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the agent for service of process specified in Clause 39.2 (Service of process) has accepted its appointment in relation to the proposed Additional Guarantor.

15. A copy of the approval of the Exchange Control Department of the South African Reserve Bank confirming that any Additional Guarantor incorporated in South Africa may enter into and provide the guarantees as contemplated by this Agreement and that the Additional Guarantor may enter into and implement the provisions of this Agreement. If such approval is granted conditionally, this condition precedent shall not be considered to have been fulfilled, unless both the Lenders and the Additional Guarantor acknowledge in writing to each other that such conditions are acceptable.

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SCHEDULE 3

REQUESTS

PART I

UTILISATION REQUEST

From:	[The Borrower]
To:	[●] as Agent
Dated:

Dear Sirs

GFI Joint Venture Holdings Proprietary Limited, Gold Fields Orogen Holding (BVI) Limited, Gold

Fields Operations Limited and Gold Fields Ghana Holdings (BVI) Limited – $1,290,000,000 Credit

Facilities Agreement dated              2016 (the “Agreement”)

1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to borrow a Loan on the following terms:

Proposed Utilisation Date:	[●] (or, if that is not a Business Day, the next Business Day)
Facility to be utilised:	[Facility A/Facility B/Facility C]
Currency of Loan:	Dollars
Amount:	[●], if less the Available Facility
Interest Period:	[●]

3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

4. [This Loan is to be made in [whole]/[part] for the purpose of refinancing [ identify maturing Revolving Facility Loan]/[The proceeds of this Loan should be credited to [ account].]

5. This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

[name of relevant Borrower]

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PART II

SELECTION NOTICE APPLICABLE TO A FACILITY A LOAN

From:	[Borrower]
To:	[Agent]
Dated:

Dear Sirs

GFI Joint Venture Holdings Proprietary Limited, Gold Fields Orogen Holding (BVI) Limited, Gold

Fields Operations Limited and Gold Fields Ghana Holdings (BVI) Limited – $1,290,000,000 Credit

Facilities Agreement dated              2016 (the “Agreement”)

1. We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2. We refer to the following Facility A Loan[s] with an Interest Period ending on [●]*

3. [We request that the above Facility A Loan[s] be divided into [●] Facility A Loans with the following amounts and Interest Periods:]**

or

[We request that the next Interest Period for the above Facility A Loan[s] is [●]].***

4. This Selection Notice is irrevocable.

Yours faithfully

authorised signatory for

[name of relevant Borrower]

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SCHEDULE 4

FORM OF TRANSFER CERTIFICATE

To:	[●] as Agent
From:	[The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)
Dated:

GFI Joint Venture Holdings Proprietary Limited, Gold Fields Orogen Holding (BVI) Limited, Gold

Fields Operations Limited and Gold Fields Ghana Holdings (BVI) Limited – $1,290,000,000 Credit

Facilities Agreement dated              2016 (the “Agreement”)

1. We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2. We refer to Clause 23.5 (Procedure for transfer):

(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender‘s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 23.5 (Procedure for transfer).

(b) The proposed Transfer Date is [●].

(c) The Facility Office and address, fax number, email address and attention details for notices of the New Lender for the purposes of Clause 30.2 (Addresses) are set out in the Schedule.

3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 23.4 (Limitation of responsibility of Existing Lenders).

4. The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a) [a Qualifying Lender (other than a Treaty Lender);]

(b) [a Treaty Lender;]

(c) [not a Qualifying Lender]¹.

5. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate .

6. This Transfer Certificate, and any non-contractual obligations arising out of or in connection with it, is governed by English law.

¹  Delete as applicable – each New Lender is required to confirm which of these three categories it falls within.

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THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number, email address and attention details for notices and account details for payments,]

[Existing Lender]	[New Lender]
By:	By:
Market Entity Identifier:	Market Entity Identifier:

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [●].

[●]

By:

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SCHEDULE 5

FORM OF ASSIGNMENT AGREEMENT

To:	[●] as Agent and [●] as Parent, for and on behalf of each Obligor
From:	[the Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”)
Dated:

GFI Joint Venture Holdings Proprietary Limited, Gold Fields Orogen Holding (BVI) Limited, Gold

Fields Operations Limited and Gold Fields Ghana Holdings (BVI) Limited – $1,290,000,000 Credit

Facilities Agreement dated              2016 (the “Agreement”)

1. We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

2. We refer to Clause 23.6 (Procedure for assignment):

(a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitments and participations in Loans under the Agreement as specified in the Schedule.

(b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender’s Commitments and participations in Loans under the Agreement specified in the Schedule.

(c) The New Lender becomes a Party as a Lender and is bound by ob ligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

3. The proposed Transfer Date is [●].

4. On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.

5. The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 30.2 (Addresses) are set out in the Schedule.

6. The New Lender expressly acknowledges the limitations on the Existing Lender‘s obligations set out in paragraph (c) of Clause 23.4 (Limitation of responsibility of Existing Lenders).

7. The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a) [a Qualifying Lender (other than a Treaty Lender);]

(b) [a Treaty Lender;]

(c) [not a Qualifying Lender]².

8. This Assignment Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 23.7 (Copy of Transfer Certificate or Assignment

²  Delete as applicable – each New Lender is required to confirm which of these three categories it falls within.

127

Agreement to Parent), to the Parent (on behalf of each Obligor) of the assignment referred to in this Assignment Agreement.

9. This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.

10. This Assignment Agreement, and any non-contractual obligations arising out of or in connection with it, is governed by English law.

11. This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.

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THE SCHEDULE

Commitment/rights to be assigned

[insert relevant details]

[Facility Office address, fax number, email address and attention details for notices and account details for payments,]

[Existing Lender]	[New Lender]
By:	By:
Market Entity Identifier:	Market Entity Identifier:

This Assignment Agreement is accepted by the Agent and the Transfer Date is confirmed as [●].

[●]

By:

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SCHEDULE 6

FORM OF ACCESSION LETTER

To:	[●] as Agent
From:	[Subsidiary] and Gold Fields Limited
Dated:

Dear Sirs

GFI Joint Venture Holdings Proprietary Limited, Gold Fields Orogen Holding (BVI) Limited, Gold

Fields Operations Limited and Gold Fields Ghana Holdings (BVI) Limited – $1,290,000,000 Credit

Facilities Agreement dated              2016 (the “Agreement”)

1. We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.

2. [Subsidiary] agrees to become an Additional [Borrower]/[Guarantor] and to be bound by the terms of the Agreement as an Additional [Borrower]/[Guarantor] pursuant to Clause [24.2 (Additional Borrowers)]/[24.4 (Additional Guarantors)] of the Agreement. [Subsidiary] is a wholly owned Subsidiary of the Parent duly incorporated under the laws of [name of relevant jurisdiction].

3. [Specify purpose of the Loan].

4. [Subsidiary’s] administrative details are as follows:

Address:

Fax No:

Attention:

5. This Accession Letter, and any non-contractual obligations arising out of or in connection with it, is governed by English law.

[This Accession Letter has been executed as a deed by [Subsidiary] and is delivered on the date stated above.]³

Gold Fields Limited	[Subsidiary]
By:	By:

³  For any additional Guarantor, the Accession Letter is to be executed as a deed and the signature block shall be amended accordingly.

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SCHEDULE 7

FORM OF RESIGNATION LETTER

To:	[●] as Agent
From:	[resigning Obligor] and Gold Fields Limited
Dated:

Dear Sirs

GFI Joint Venture Holdings Proprietary Limited, Gold Fields Orogen Holding (BVI) Limited, Gold

Fields Operations Limited and Gold Fields Ghana Holdings (BVI) Limited – $1,290,000,000 Credit

Facilities Agreement dated              2016 (the “Agreement”)

1. We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Accession Letter.

2. Pursuant to [Clause 24.3 (Resignation of an Additional Borrower)]/[Clause 24.6 (Resignation of an Additional Guarantor)], we request that [resigning Obligor] be released from its obligations as a [Borrower]/[Guarantor] under the Agreement.

3. We confirm that no Default is continuing or would result from the acceptance of this request.

4. This Resignation Letter, and any non-contractual obligations arising out of or in connection with it, is governed by English law.

Gold Fields Limited	[Subsidiary]
By:	By:

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SCHEDULE 8

FORM OF COMPLIANCE CERTIFICATE

To:	[●] as Agent
From:	Gold Fields Limited
Dated:

Dear Sirs

GFI Joint Venture Holdings Proprietary Limited, Gold Fields Orogen Holding (BVI) Limited, Gold

Fields Operations Limited and Gold Fields Ghana Holdings (BVI) Limited – $1,290,000,000 Credit

Facilities Agreement dated              2016 (the “Agreement”)

1. We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2. We confirm that as at [●]:

(a) Consolidated EBITDA to Consolidated Net Finance Charges

the ratio of Consolidated EBITDA to Consolidated Net Finance Charges in respect of the Measurement Period ending on [●] was: [●]:1; and

(b) Consolidated Net Borrowings to Consolidated EBITDA

the ratio of Consolidated Net Borrowings to Consolidated EBITDA in respect of the Measurement Period ending on [●] was: [●]:1,

and attach calculations showing how these figures were calculated.

3. We confirm that no Default is continuing.

Signed:

[Director]/[Executive Officer]	[Director]/[Executive Officer]
of	of
Gold Fields Limited	Gold Fields Limited
[insert applicable certification language]
[for and on behalf of
[name of auditors of the Parent]

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SCHEDULE 9

TIMETABLE

“U”	=	date of utilisation
“U – X”	=	X Business Days prior to date of Utilisation

Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request), or a Selection Notice Clause 9.1 (Selection of Interest Periods))	U-3 10.00 a.m.
Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation)	U-3 3.00 p.m.
LIBOR is fixed	U-2 11:00 a.m.

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SCHEDULE 10

LMA FORM OF CONFIDENTIALITY UNDERTAKING

[Letterhead of Seller]

Date: [●]

To:

[insert name of Potential Purchaser]

Re: The Agreement

Parent:	(the “Parent”)
Date:
Amount:
Agent:

Dear Sirs

We understand that you are considering acquiring an interest in the Agreement which, subject to the Agreement, may be by way of novation, assignment, the entering into, whether directly or indirectly, of a sub-participation or any other transaction under which payments are to be made or may be made by reference to one or more Finance Documents and/or one or more Obligors or by way of investing in or otherwise financing, directly or indirectly, any such novation, assignment, sub-participation or other transaction (the “Acquisition”). In consideration of us agreeing to make available to you certain information, by your signature of a copy of this letter you agree as follows:

1. CONFIDENTIALITY UNDERTAKING

You undertake (a) to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by paragraph 2 (Permitted Disclosure) below and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information, and (b) until the Acquisition is completed to use the Confidential Information only for the Permitted Purpose.

2. PERMITTED DISCLOSURE

We agree that you may disclose:

2.1 to any of your Affiliates and any of your or their officers, directors, employees, professional advisers and auditors such Confidential Information as you shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph 2.1 is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information, except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the

134

information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

2.2 subject to the requirements of the Agreement, to any person:

(a) to (or through) whom you assign or transfer (or may potentially assign or transfer) all or any of your rights and/or obligations which you may acquire under the Agreement such Confidential Information as you shall consider appropriate if the person to whom the Confidential Information is to be given pursuant to this sub-paragraph 2.2(a) has delivered a letter to you in equivalent form to this letter;

(b) with (or through) whom you enter into (or may potentially enter into) any sub -participation in relation to, or any other transaction under which payments are to be made or may be made by reference to the Agreement or any Obligor such Confidential Information as you shall consider appropriate if the person to whom the Confidential Information is to be given pursuant to this sub-paragraph 2.2(b) has delivered a letter to you in equivalent form to this letter;

(c) to whom information is required or requested to be disclosed by any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation such Confidential Information as you shall consider appropriate; and

2.3 notwithstanding paragraphs 2.1 and 2.2 above, Confidential Information to such persons to whom, and on the same terms as, a Finance Party is permitted to disclose Confidential Information under the Agreement, as if such permissions were set out in full in this letter and as if references in those permissions to Finance Party were references to you.

3. NOTIFICATION OF DISCLOSURE

You agree (to the extent permitted by law and regulation) to inform us:

3.1 of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph 2.2(c) above except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

3.2 upon becoming aware that Confidential Information has been disclosed in breach of this letter.

4. RETURN OF COPIES

If you do not enter into the Acquisition and we so request in writing, you shall return or destroy all Confidential Information supplied to you by us and destroy or permanently erase (to the extent technically practicable) all copies of Confidential Information made by you and use your reasonable endeavours to ensure that anyone to whom you have supplied any Confidential Information destroys or permanently erases (to the extent technically practicable) such Confidential Information and any copies made by them, in each case save to the extent that you or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under sub-paragraph 2.2(c) above.

5. CONTINUING OBLIGATIONS

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The obligations in this letter are continuing and, in particular, shall survive and remain binding on you until (a) if you become a party to the Agreement as a lender of record, the date on which you become such a party to the Agreement; (b) if you enter into the Acquisition but it does not result in you becoming a party to the Agreement as a lender of record, the date falling [twelve (12)] months after the date on which all of your rights and obligations contained in the documentation entered into to implement that Acquisition have terminated; or (c) in any other case the date falling [twelve (12)] months after the date of your final receipt (in whatever manner) of any Confidential Information.

6. NO REPRESENTATION; CONSEQUENCES OF BREACH, ETC.

You acknowledge and agree that:

6.1 neither we, nor any member of the Group nor any of our or their respective officers, employees or advisers (each a “Relevant Person”) (i) make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by us or the assumptions on which it is based or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by us or be otherwise liable to you or any other person in respect of the Confidential Information or any such information; and

6.2 we or members of the Group may be irreparably harmed by the breach of the terms of this letter and damages may not be an adequate remedy; each Relevant Person may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this letter by you.

7. ENTIRE AGREEMENT: NO WAIVER; AMENDMENTS, ETC

7.1 This letter constitutes the entire agreement between us in relation to your obligations regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

7.2 No failure to exercise, nor any delay in exercising, any right or remedy under this letter will operate as a waiver of any such right or remedy or constitute an election to affirm this letter. No election to affirm this letter will be effective unless it is in writing. No single or partial exercise of any right or remedy will prevent any further or other exercise or the exercise of any other right or remedy under this letter.

7.3 The terms of this letter and your obligations under this letter may only be amended or modified by written agreement between us.

8. INSIDE INFORMATION

You acknowledge that some or all of the Confidential Information is or may be price -sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and you undertake not to use any Confidential Information for any unlawful purpose.

136

9. NATURE OF UNDERTAKINGS

The undertakings given by you under this letter are given to us and are also given for the benefit of the Parent and each other member of the Group.

10. THIRD PARTY RIGHTS

10.1 Subject to this paragraph 10 and to paragraphs 6 (No Representation; Consequences of Breach, etc.) and 9 (Nature of Undertakings), a person who is not a party to this letter has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this letter.

10.2 The Relevant Persons may enjoy the benefit of the terms of paragraphs 6 (No Representation; Consequences of Breach, etc.) and 9 (Nature of Undertakings), subject to and in accordance with this paragraph 10 and the provisions of the Third Parties Act.

10.3 Notwithstanding any provisions of this letter, the parties to this letter do not require the consent of any Relevant Person to rescind or vary this letter at any time.

11. GOVERNING LAW AND JURISDICTION

11.1 This letter (including the agreement constituted by your acknowledgement of its terms) (the “Letter”) and any non-contractual obligations arising out of or in connection with it (including any non-contractual obligations arising out of the negotiation of the transaction contemplated by this Letter) are governed by English law.

11.2 The courts of England have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Letter (including a dispute relating to any non -contractual obligation arising out of or in connection with either this Letter or the negotiation of the transaction contemplated by this Letter).

12. DEFINITIONS

In this letter (including the acknowledgement set out below) terms defined in the Agreement shall, unless the context otherwise requires, have the same meaning and:

“Confidential Information” means all information relating to the Parent, any Obligor, the Group, the Finance Documents, the Facilities and/or the Acquisition which is provided to you in relation to the Finance Documents or the Facilities by us or any of our affiliates or advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(a) is or becomes public information other than as a direct or indirect result of any breach by you of this letter; or

(b) is identified in writing at the time of delivery as non-confidential by us or our advisers; or

(c) is known by you before the date the information is disclosed to you by us or any of our affiliates or advisers or is lawfully obtained by you after that date, from a source which is, as far as you are aware, unconnected with the Group and which, in either case, as far as you are aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

137

“Group” means the Parent and its subsidiaries for the time being (as such term is defined in the Companies Act 2006).

“Permitted Purpose” means considering and evaluating whether to enter into the Acquisition.

Please acknowledge your agreement to the above by signing and returning the enclosed copy.

Yours faithfully

For and on behalf of

[Seller]

To: [Seller]

The Parent and each other member of the Group

We acknowledge and agree to the above:

For and on behalf of

[Potential Purchaser]

138

SIGNATURES

THE COMPANY

For and on behalf of

GOLD FIELDS LIMITED

  By:   /s/ Paul A. Schmidt

THE ORIGINAL BORROWERS
For and on behalf of
GFI JOINT VENTURE HOLDINGS PROPRIETARY LIMITED
By:	/s/ Nicholas J. Holland
	Nicholas J. Holland - Director

THE ORIGINAL BORROWERS
For and on behalf of
GOLD FIELDS OPERATIONS LIMITED
By:	/s/ Nicholas J. Holland
	Nicholas J. Holland - Director

THE ORIGINAL BORROWERS
For and on behalf of
GOLD FIELDS OROGEN HOLDING (BVI) LIMITED
By:	/s/ C. C. BIRD
	C. C. BIRD
	DIRECTOR

THE ORIGINAL BORROWERS
For and on behalf of
GOLD FIELDS GHANA HOLDINGS (BVI) LIMITED
By:	/s/ C. C. BIRD
	C. C. BIRD
	DIRECTOR

THE ORIGINAL GUARANTORS

For and on behalf of

GOLD FIELDS LIMITED

By: Paul A. Schmidt

THE ORIGINAL GUARANTORS
For and on behalf of
GOLD FIELDS HOLDINGS COMPANY (BVI) LIMITED

By: /s/ Lee-Ann N. Samuel

THE ORIGINAL GUARANTORS
For and on behalf of
GOLD FIELDS OPERATIONS LIMITED
By:	/s/ Nicholas J. Holland
	Nicholas J. Holland

THE ORIGINAL GUARANTORS
For and on behalf of
GOLD FIELDS OROGEN HOLDING (BVI) LIMITED
By:	/s/ C. C. BIRD
	C. C. BIRD
	DIRECTOR

THE ORIGINAL GUARANTORS
For and on behalf of
GFI JOINT VENTURE HOLDINGS PROPRIETARY LIMITED
By:	/s/ Nicholas J. Holland
	Nicholas J. Holland

THE ORIGINAL GUARANTORS
For and on behalf of
GOLD FIELDS GHANA HOLDINGS (BVI) LIMITED
By:	/s/ C. C. BIRD
	C. C. Bird
	DIRECTOR

THE MANDATED LEAD ARRANGERS

For and on behalf of

ABSA BANK LIMITED (ACTING THROUGH ITS CORPORATE AND INVESTMENT BANKING DIVISION)

By: /s/ Anthony Sam

THE MANDATED LEAD ARRANGERS
For and on behalf of
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED
By	/s/ Nataliya Lee
	Nataliya Lee
	Director

THE MANDATED LEAD ARRANGERS
For and on behalf of
CIBC WORLD MARKETS PLC
By	/s/ Paul Weidemann	/s/ Roger Harvey
	Paul Weidemann	Roger Harvey
	Director	Managing Director

THE MANDATED LEAD ARRANGERS
For and on behalf of
COMMONWEALTH BANK OF AUSTRALIA
By	/s/ LAUREN MCGREGOR
	LAUREN MCGREGOR.
	ASSOCIATE DIRECTOR.

THE MANDATED LEAD ARRANGERS
For and on behalf of
J.P. MORGAN LIMITED
By	/s/ Regis Castro
	Regis Castro
	Vice President

THE MANDATED LEAD ARRANGERS
For and on behalf of
RBC EUROPE LIMITED
By	/s/ Edoardo Pinto
	Edoardo Pinto
	Vice President

THE MANDATED LEAD ARRANGERS
For and on behalf of
SCOTIABANK EUROPE PLC
By	/s/ PAVINDER KLAIR	/s/ MARK LEE
	PAVINDER KLAIR	MARK LEE

THE MANDATED LEAD ARRANGERS
For and on behalf of
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By:	/S/ RAOUF JUNDI
	RAOUF JUNDI

THE MANDATED LEAD ARRANGERS
For and on behalf of
WESTPAC BANKING CORPORATION
By	/s/ ANDREW STRONGMAN
	ANDREW STRONGMAN
	DIRECTOR, NATURAL RESOURCES

THE LEAD ARRANGERS
For and on behalf of
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
By:	/s/ J ASPLEY DAVIS
	J ASPLEY DAVIS

THE LEAD ARRANGERS
For and on behalf of
BANK OF MONTREAL
By:	/s/ TONY EBDON	/s/ ANDY MCCLINTON
	TONY EBDON	ANDY MCCLINTON
	MD	MD

THE LEAD ARRANGERS
For and on behalf of
CITIBANK N.A., DIFC BRANCH
By:	/s/ JITENDRA PAL
	JITENDRA PAL
	Asst. Vice President

THE LEAD ARRANGERS
For and on behalf of
CREDIT SUISSE INTERNATIONAL
By:	/s/ Garrett Lynskey	/s/ Brian Fitzgerald
	Garrett Lynskey	Brian Fitzgerald
	Authorised Signatory	Authorised Signatory

THE LEAD ARRANGERS
For and on behalf of
INVESTEC BANK LIMITED, ACTING THROUGH ITS CORPORATE AND INSTITUTIONAL BANKING DIVISION
By:	/s/ Andre Wepener	/s/ Peter Ford
	Andre Wepener	Peter Ford
	Authorized Signatories

THE LEAD ARRANGERS
For and on behalf of
MORGAN STANLEY BANK INTERNATIONAL LIMITED
By:	/s/ MARK WALTON
	By:	MARK WALTON
	Title:	AUTHORIZED SIGNATORY

THE LENDERS

For and on behalf of

ABSA BANK LIMITED (ACTING THROUGH ITS CORPORATE AND INVESTMENT BANKING DIVISION)

By: /s/ Anthony Sam

THE LENDERS
For and on behalf of
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
By:	/s/ J ASPLEY DAVIS
	J ASPLEY DAVIS

THE LENDERS
For and on behalf of
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED
By:	/s/ Nataliya Lee
	Nataliya Lee
	Director

THE LENDERS
For and on behalf of
BMO HARRIS FINANCING, INC.
By:	/s/ Brian L. Banke
	Brian L. Banke
	Director

THE LENDERS
For and on behalf of
BTMU (EUROPE) LIMITED
By:	/s/ Tomoyuki Koike
	Tomoyuki Koike

THE LENDERS
For and on behalf of
CIBC WORLD MARKETS PLC
By:	/s/ Paul G. Weidemann	/s/ Roger Harvey
	Paul Weidemann	Roger Harvey
	Director	Managing Director

THE LENDERS
For and on behalf of
CITIBANK N.A., DIFC BRANCH
By:	/s/ JITENDRA PAL
	JITENDRA PAL
	Asst. Vice President

THE LENDERS
For and on behalf of
COMMONWEALTH BANK OF AUSTRALIA
By:	/s/ LAUREN MCGREGOR
	LAUREN MCGREGOR.
	ASSOCIATE DIRECTOR.

THE LENDERS
For and on behalf of
CREDIT SUISSE INTERNATIONAL
By:	/s/ Garrett Lynskey	/s/ Brian Fitzgerald
	Garrett Lynskey	Brian Fitzgerald
	Authorised Signatory	Authorised Signatory

THE LENDERS
For and on behalf of
INVESTEC BANK LIMITED, ACTING THROUGH ITS CORPORATE AND INSTITUTIONAL BANKING DIVISION
By:

THE LENDERS
For and on behalf of
JPMORGAN CHASE BANK, N.A., LONDON BRANCH
By:	/s/ Regis Castro
	Regis Castro
	Vice President

THE LENDERS
For and on behalf of
MORGAN STANLEY SENIOR FUNDING, INC.
By:	/s/ MELISSA JAMES
	MELISSA JAMES

THE LENDERS
For and on behalf of
RBC EUROPE LIMITED
By:	/s/ Edoardo Pinto
	Edoardo Pinto
	Vice President

THE LENDERS
For and on behalf of
SCOTIABANK EUROPE PLC
By:	/s/ PAVINDER KLAIR	/s/ MARK LEE
	PAVINDER KLAIR	MARK LEE

THE LENDERS
For and on behalf of
WESTPAC BANKING CORPORATION
By:	/S/ ANDREW STRONGMAN
	ANDREW STRONGMAN
	DIRECTOR, NATURAL RESOURCES

THE AGENT
For and on behalf of
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By:	/s/ RAOUF JUNDI
	RAOUF JUNDI

EX-4.19

Exhibit 4.19

6 November 2016

Gold Road Resources Limited

Gruyere Mining Company Pty Ltd

Gold Fields Australia Pty Ltd

Sale Agreement – Gruyere Project

page i

Contents

1	Interpretation		1
	1.1	Definitions	1
	1.2	Construction	14
	1.3	Headings	15
2	Conditions precedent		15
	2.1	Conditions precedent	15
	2.2	Reasonable endeavours	16
	2.3	Waiver	17
	2.4	Notices	17
	2.5	Termination for non-satisfaction	17
	2.6	Remedies	17
3	Termination		18
	3.1	Termination by the Buyer	18
	3.2	Termination by the Seller	18
	3.3	No other right to terminate or rescind	18
4	Sale and purchase		18
	4.1	Sale and purchase	18
	4.2	Consideration	18
	4.3	Method of making payments	19
	4.4	Foreign resident capital gains withholding	19
	4.5	Title, risk and possession	20
5	Interim Period		20
	5.1	Finalisation of Outstanding Transaction Documents.	20
	5.2	USB containing Data Room Documents.	21
	5.3	Optimisation of Initial Development Plan and Budget	21
	5.4	General conduct prior to completion	22
	5.5	Post Feasibility Works	23
	5.6	Permitted Acts	24
	5.7	Preparation for Transition to new Manager	24
	5.8	Lease Agreement	24
6	Completion		25
	6.1	Time and place for Completion	25
	6.2	Obligations at Completion	25
	6.3	Notice to complete	26
	6.4	Contemporaneous effect	26
7	Other Consideration		26
	7.1	Purchase Price (Deferred Payment)	26
	7.2	Royalty	27

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8	Joint Venture		27
	8.1	Formation	27
9	Tenement Applications		27
	9.1	Delayed transfer	27
	9.2	No Warranty	27
10	Employees		28
	10.1	Offer of employment	28
	10.2	GMPL’s review rights	29
	10.3	New employees and terminating employees	29
	10.4	Leave Benefits and Release	29
	10.5	Payment and indemnity for Leave Benefits	30
	10.6	Indemnity for Employees	30
	10.7	Non Transferring Employees	30
	10.8	Responsibility for Superannuation Commitments	31
	10.9	Responsibility for Employment incentives	31
	10.10	Employee Incentives	31
11	Contracts and Authorisations		31
	11.1	Novation of Contracts	31
	11.2	Obligations pending or if no novation	32
	11.3	No liability	32
	11.4	Indemnity from Buyer and Seller	33
	11.5	Implementation of documents	33
	11.6	Authorisations	33
12	Registration of Transfer and Guarantees		34
	12.1	Registration of Transfer	34
	12.2	Release of Seller Guarantees	35
13	Assumed Liabilities		35
	13.1	Assumption of Liabilities	35
	13.2	Indemnity by Buyer in respect of Assumed Liabilities	35
	13.3	Indemnity by Seller in respect of Retained Liabilities	35
	13.4	Royalties	36
14	Warranties		36
	14.1	Seller’s Warranties	36
	14.2	Warranties by the Parties	36
	14.3	When warranties given	37
15	Qualifications and limitations on Claims		37
	15.1	Disclosures	37
	15.2	Limitation on Seller’s liability	38
	15.3	No reliance	41
	15.4	Remedies	43
	15.5	Australian Consumer Law	43
	15.6	Notice of Claims	43

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	15.7	Dealing with Third Party Claims after Completion	43
	15.8	Exclusion of Consequential Loss	45
	15.9	Tax benefit	45
	15.10	Reduction of Purchase Price	45
	15.11	Duty to mitigate	45
	15.12	Qualifications and limitations do not apply in the case of fraud	45
16	Buyer’s Guarantee		45
	16.1	Guarantee of the Buyer’s obligations	45
17	Excluded Assets		47
	17.1	No interest	47
18	GST		47
	18.1	Goods and Sales Tax	47
	18.2	No merger	49
19	Confidentiality		49
	19.1	Confidentiality agreement	49
	19.2	Agreement confidential	49
	19.3	Exceptions	49
	19.4	Public announcements	49
20	General		50
	20.1	Duty	50
	20.2	Interest payable on overdue amounts	50
	20.3	Legal costs	50
	20.4	Amendment	50
	20.5	Waiver and exercise of rights	50
	20.6	Rights cumulative	51
	20.7	Consents	51
	20.8	Further steps	51
	20.9	Deed	51
	20.10	Governing law and jurisdiction	51
	20.11	Counterparts	51
	20.12	Entire understanding	51
	20.13	Invalidity	52
	20.14	Assignment	52
	20.15	Enurement	52
	20.16	Independence of indemnities	52
21	Notices		52
	21.1	General	52
	21.2	How to give a Notice	52
	21.3	Particulars for Notices	52
	21.4	Service by post	53
	21.5	Service by email	53
	21.6	Process service	54
	21.7	Service after hours	54

page iv

	21.8	Knowledge, belief and awareness	54
22	Expert		55
	22.1	When appointed	55
	22.2	Appointment	55
	22.3	Instructions	56
	22.4	Procedure	56
	22.5	Costs	56

Schedule 1 - Warranties	57
Schedule 2 – Tenements	61
Schedule 3 – Contracts	64
Schedule 4 - Purchase Price Allocation	67
Schedule 5 – Royalty Agreements	68
Schedule 6 – GOR Employees	69
Annexure A – Draft Joint Venture Agreement	72
Annexure B – Draft General Security Agreement	73
Annexure C – Draft Regional Co-operation MOU	74
Annexure D - Excluded Exploration Assets	75
Annexure E-Specified Buyer Personnel	77
Annexure F –Initial Development Plan and Budget	78
Annexure G-Data Room Index	79

page v

Date 6 November 2016

Parties

Gold Road Resources Limited ABN 13109289527 of Level 2, 26 Colin Street, West Perth, Western Australia (Seller)

Gruyere Mining Company Pty Ltd ACN 615 729 005 of Level 5, 50 Colin Street, West Perth, Western Australia (Buyer)

Gold Fields Australia Pty Ltd ABN 91 098 385 285 of Level 5, 50 Colin Street, West Perth, Western Australia (Buyer’s Guarantor)

Background

A The Seller owns the Sale Interest and wishes to sell the Sale Interest to the Buyer.

B The Seller has agreed to sell to the Buyer, and the Buyer has agreed to purchase from the Seller, the Sale Interest upon and subject to the terms contained in this Agreement, including the formation of the Joint Venture.

C The Buyer’s Guarantor has agreed to guarantee the obligations of the Buyer under this Agreement.

D The Buyer has agreed to grant a general security to secure its obligations to pay moneys under this agreement.

Agreed terms

1 Interpretation

1.1 Definitions

In this Agreement:

Agreement means this deed, including the schedules to this deed.

APA Early Works Agreement means the early works agreement between APA Operations Pty Ltd ABN 79 120 090 933 and GOR dated 25 October 2016.

Australian Consumer Law means schedule 2 of the Competition and Consumer Act 2010 (Cth) and equivalent State and Territory fair trading legislation.

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Associated Rights means:

(a) all intellectual property rights that the Seller holds pertaining to the Mining Information including rights subsisting under copyright, design, trade mark, patent or similar legislation, together with rights recognised at common law;

(b) the benefit of any contracts (whether written or oral) between the Seller and the provider of the Mining Information for production of that information, including any actual or implied warranties as to the accuracy of that information; and

(c) any Authorisations held in respect of activities conducted or to be conducted on the Tenements or in relation to the Project including:

(i) Environmental Protection Authority referral decision on API-A submission on Gruyere Mine and Water Supply dated 15 June 2016;

(ii) examination by the Environmental Protection Authority declaring proposal not to be assessed dated 18 July 2016;

(iii) authorisation to take water (GWL 176189 and GWL 177087) granted by the Department of Water 1 March 2013;

(iv) confirmation of authorisation to take up to 8.6L/a water (GWL 176189 and GWL 177087) granted by the Department of Water dated 14 March 2016;

(v) authorisation to investigate groundwater resources granted by the Department of Water dated 20 March 2012;

(vi) authorisation to undertake minor or preliminary works granted by the Environmental Protection Authority dated 24 August 2016;

(vii) authorisation to commence mining operations (project management plan – early works) granted by Department of Mines and Petroleum dated 12 October 2016; and

(viii) authorisation for minor or preliminary works stage 1: accommodation village and access road L38/254 and L38/255 version 2 on L 38/254 and L 36/255 granted by the Department of Mines and Petroleum dated 18 October 2016.

Assumed Liabilities means all Liabilities of the Seller to the extent of the Sale Interest arising under or in respect of the Project which are payable after Completion or to be performed after Completion including:

(a) the Liabilities under Contracts to the extent that those Liabilities are payable after Completion, accrue after Completion or are to be performed after Completion; and

(b) Remediation Obligations (whether arising or accruing before, on or after Completion but excluding the Retained Remediation Obligations),

but does not include:

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(c) any amount payable by the Seller in relation to a Claim for breach of Warranty under this Agreement; and

(d) a Claim by a Transferring Employees in relation to any workplace injury occurring before the Completion Date which is not identified until after the Completion Date (to the extent not covered by the Manager’s insurance).

Authorisations means any licence, consent, approval, permit, registration, accreditation, certification or other authorisation given or issued by any Government Agency or any other person.

Business Day means:

(a) where used in clause 21.7, a day which is not a Saturday, Sunday or public holiday in the place where a Notice is received; and

(b) where used elsewhere in this Agreement, a day which is not a Saturday, Sunday or public holiday in Perth, Australia.

Claim means any claim, demand, legal proceeding, suit or cause of action of any nature however arising, including any claim, demand, legal proceeding, suit or cause of action:

(a) based in contract (including breach of Warranty or under an indemnity contained in this Agreement);

(b) based in tort (including misrepresentation and negligence);

(c) under common law or in equity;

(d) under statute (including the Australian Consumer Law),

whether present or future, ascertained or unascertainable, actual or contingent, and in any way related to, or in connection with, this Agreement, the Sale Interest, the transaction contemplated under this Agreement, the subject matter of this Agreement, or any document entered into under this Agreement.

Completion means completion of the sale and purchase of the Sale Interest contemplated in this Agreement.

Completion Date means the date which is 5 Business Days after the date upon which all of the Conditions have been satisfied (or waived in accordance with clause 2.3), or such other date as the Seller and the Buyer may agree in writing.

Condition means each condition precedent set out in clause 2.1.

Confidentiality Agreement means the confidentiality agreement between the Seller and the Guarantor dated 30 March 2016.

Confidential Information has the meaning given in clause 19.1.

Consequential Loss means any loss of revenue or profit (whether direct, indirect, anticipated or otherwise), loss of expected savings, opportunity costs, loss of business (including loss or reduction of goodwill) and damage to reputation regardless of whether any or all of these things are in contract, tort

page 3

(including negligence), under any statute or otherwise arising from or related in any way to this Agreement or its subject matter.

Contamination has the meaning given to that term in the Contaminated Sites Act 2003 (WA)

Contract means each of:

(a) the contracts in respect of the Project as at the date of this Agreement which are listed in schedule 3 (Contracts) and schedule 5 (Royalty agreements);

(b) if the Buyer elects to include it, the Lease Agreement; and

(c) all other contracts for the provisions of goods or services relating to the Project which have been entered into by the Seller and remain in force as at the Completion Date.

For the avoidance of doubt, any contracts relating to corporate advice from Treadstone and contracts (including adviser contracts) relating to potential project finance options considered by the Seller are not Contracts related to the Project.

Corporations Act means the Corporations Act 2001 (Cth).

CP Date means:

(a) the date which is 90 days after the date of this Agreement; or

(b) such other date as the Parties may agree in writing.

Data Room means the Project Alpine online data room located at https:lldataroom.ansarada.com/ProjectAlpine, maintained by or on behalf of the Seller and made available to the Buyer and its Representatives.

Data Room Index means the index of data in the Data Room included in the Disclosure Material.

Deed of Assignment and Assumption means each deed of assignment and assumption, deed of covenant or deed of novation required by the terms of each Contract, and otherwise in the form reasonably required by the Seller and the Buyer, to effect the transfer to the Buyer of the rights, interests, liabilities and obligations of the Seller, to the extent of the Sale Interest on a several and not joint and several basis.

Disclosure Material means:

(a) all documentation contained in the Data Room as listed in the Data Room Index as at the date of this Agreement;

(b) all other written information and data provided or communicated to the Buyer, a Related Body Corporate of the Buyer or any of their Representatives involved in the Buyer’s due diligence investigations in relation to the Sale Interest (whether by electronic mail, portable electronic device or in any other manner) by Representatives of the Seller prior to 2.00 pm on the date of this Agreement; and

page 4

(c) all information and data provided to the Buyer, a Related Body Corporate of the Buyer or any of their Representatives (in whatever format) by the Seller and its Representatives at meetings held at any time before the date of this Agreement to discuss legal, technical, scientific or geological matters relating to the Tenements.

(d) the information contained in any of the searches listed in clause 15.1(d).

DMP means the Department of Mines and Petroleum, or such other Western Australian Government department that is from time to time responsible for the administration of the Mining Act.

Employment Benefits means wages, salaries, incentive payments and benefits (including bonuses, long and short term incentive plans and entitlements under employee share plans or option plans) and any other remuneration or benefit (other than a superannuation benefit) payable or required to be provided to a Transferring Employee.

Encumbrance means any:

(a) security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power, title retention, flawed deposit arrangement and any “security interest” as defined in sections 12(1) or (2) of the PPSA;

(b) right, interest or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any right of set-off; or

(c) third party right or interest or any right arising as a consequence of the enforcement of a judgment,

or any agreement to create any of them or allow them to exist.

Environmental Law means any law relating to the environment, including a law relating to environmental assessment, heritage, water, air, soil, pollution, contamination, chemicals, hazardous substances, waste, dangerous goods, planning, health and protection of the environment, including the EPA Act.

EPA means the Environmental Protection Authority of Western Australia.

EP Act means the Environmental Protection Act 1986 (WA).

Excluded Assets means each of:

(a) the South Yamarna Joint Venture Assets;

(b) the North Yamarna Mining Tenements;

(c) the Pastoral Lease; and

(d) the Excluded Exploration Assets.

Excluded Exploration Assets means the plant, equipment and facilities located on the Tenements, in particular Mining Lease 38/435 (as further detailed in annexure D – Part A – Excluded Exploration Assets Map) which are used to carry out exploration and other works on the North Yamarna Mining Tenements and the tenements the subject of the South Yamarna Joint Venture

page 5

and do not directly relate to the Project and includes the vehicles listed in annexure D – Part B – Excluded Vehicles. For the avoidance of doubt, the Excluded Exploration Assets do not include any Mining Information in connection with the Tenements.

Expert means an independent expert appointed under clause 22.

Fairly Disclosed means a fact, matter or circumstance is fairly disclosed if sufficient information has been disclosed such that a sophisticated, experienced and substantial gold mining company and/or its advisers experienced in transactions of the nature contemplated by this agreement would be aware of the substance of the information in sufficient detail to understand the likely impact on the Sale Interest.

Feasibility Study means the feasibility study with respect to the development to commercial production of the Gruyere Resource carried out by the Seller and the subject of the Seller’s ASX announcement dated 19 October 2016.

General Security Agreement means a general security agreement between the Buyer and the Seller to secure the payment of moneys from the Buyer under this document secured over all of the property of the Buyer (including, after Completion, the Sale Interest) which is to be agreed and executed in accordance with clause 5.5(a) and which becomes effective at Completion, an advanced draft of which is set out in annexure B together with an issues list agreed by the Parties.

GMPL means Gruyere Management Pty Ltd ACN 615 728 795 of Level 5, 50 Colin Street, West Perth, Western Australia, the Affiliate of the Buyer which is to act as Manager under the Joint Venture after the end of the Transition Period.

GOR Employees means the employees of the Seller in relation to the Project as at the date of this Agreement whose names are listed in schedule 6, plus any other persons employed by the Seller in relation to the Project after signing of this Agreement, who in each case remain employees of the Seller in relation to the Project immediately before Completion.

Government Agency means any governmental, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity.

Gruyere Resource means the gold ore mineral resource identified within the area of the Tenements and referred to in the Seller’s ASX announcement dated 22 April 2016.

Gruyere Specific Tenements means the Tenements listed in the first table in schedule 2.

GST has the meaning given to it in the GST Law.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

GST Law has the meaning given to it in the GST Act.

page 6

Guarantee means any guarantee, bond, security deposit, letter of credit or suretyship or any other obligation to pay, purchase or provide funds (whether by the advance of money, the purchase of or subscription for shares or other securities, the purchase of assets or services, or otherwise) for the payment or discharge of, to indemnify against the consequences of default in the payment of, or otherwise be responsible for, any indebtedness of, obligation of, liability of or the insolvency of any other person.

Initial Development Plan and Budget means the program and budget for development of the Gruyere Resource which has been approved by the Parties and is attached as annexure F.

Insolvent means, in respect of a Party:

(a) it is (or states that it is) insolvent under administration or insolvent (each as defined in the Corporations Act);

(b) it is in liquidation, in provisional liquidation, under administration or wound up or has had a controller appointed to its property;

(c) it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other Parties);

(d) an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that Party, which is preparatory to or could result in any of (a), (b) or (c) above;

(e) it is the subject of an event described in sections 459C(2)(a) or 459C(2)(b) of the Corporations Act which is not stayed, withdrawn or dismissed within five days;

(f) it is otherwise unable to pay its debts when they fall due; or

(g) something having a substantially similar effect to (a) to (f) above happens in connection with that Party under the Law of any jurisdiction.

Interest Rate means, for any day in a Month, the annual interest rate that is the sum of:

(a) 6%; and

(b) the “Cash Rate Target” quoted by the Reserve Bank of Australia on its public website for the last trading day of the previous Month.

Interim Period means the period from (and including) the date of this Agreement up to Completion or the earlier termination of this Agreement.

Joint Venture means the unincorporated joint venture to be known as the ‘Gruyere Project Joint Venture’ to be formed under the Joint Venture Agreement.

Joint Venture Agreement means the agreement to be agreed and executed in accordance with clause 5.1(a)(i) and which becomes effective at

page 7

Completion, an advanced draft of which is set out in annexure A together with an issues list agreed by the Parties.

LAA means the Land Administration Act 1997 (WA).

Law includes any law or legal requirement, including at common law, in equity, under any statute, regulation or by-law, any condition of any authorisation, and any decision, directive, guidance, guideline or requirements of any Government Agency.

Lease Agreement means the lease agreement between the Sellers and Alsanto Nominees Pty Ltd ACN 008887741 as trustee for the Monaco Family Trust and Marina Monaco in respect of the Project head office lease for Level 1, 26 Colin Street, West Perth, Western Australia.

Leave Benefits means:

(a) all leave entitlements, including parental leave, annual leave, sick leave / personal/carer’s leave and compassionate leave, community service leave and long service leave; and

(b) all entitlements in lieu or substitution of (a) above.

Liabilities means Claims, debts, obligations, losses, liabilities, charges, expenses, costs, outgoings, payments and damages of any kind and however arising (including penalties, fines and interest) and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.

Manager has the meaning given in the Joint Venture Agreement.

Material Warranties means those Warranties contained in paragraphs 2.1 to 2.5, 3.1(a) and (c) and 9.1 of schedule 1.

Minister means the Western Australian Government Minister for the time being responsible for the administration of the Mining Act.

Mining Act means the Mining Act 1978 (WA).

Mining Information means all information (including confidential information) in the possession, custody or control of the Seller which relates or, to the extent it relates to, the Tenements, including all surveys, maps, mosaics, aerial photographs, electromagnetic tapes, electromagnetic or optical disks, sketches, drawings, memoranda, samples, drill pulps, drill cores, logs of drill cores, geophysical, geological or drill maps, sampling and assay reports and analyses, notes and other relevant information and data in whatever form and including the information in the Disclosure Material.

Mining Regulations means the Mining Regulations 1981 (WA).

Month means calendar month.

Native Title Agreement means the Gruyere and Central Bore Native Title Agreement between Cosmo Newberry Aboriginal Corporation, Harvey Murray on behalf of the Yilka people and the Seller dated 3 May 2016.

page 8

North Yamarna Mining Tenements each mining tenement in which the Seller holds a registered interest as at the date of this Agreement other than the Tenements and the South Yamarna Joint Venture Assets.

Notice has the meaning given in clause 21.1.

Obligations includes obligations, Liabilities and duties, whether actual, prospective or contingent, and includes warranties and representations.

Officer means, in respect of a person, a director, company secretary, assistant secretary, chief executive officer, chief financial officer, general manager or other officer of that person.

Parties means the parties to this Agreement, and Party means one of them.

Participants has the meaning given in the Joint Venture Agreement.

Pastoral Lease means the Yamarna Station Pastoral Lease N49674 (Yamarna Station), held over land described as:

(a) Lot 369 on Deposited Plan 75843, which is the whole of the land comprised in Certificate of Title Volume 3163 Folio 327;

(b) Lot 370 on Deposited Plan 75843, which is the whole of the land comprised in Certificate of Title Volume 3163 Folio 328; and

(c) Lot 1514 on Deposited Plan 75844, which is the whole of the land comprised in Certificate of Title Volume 3163 Folio 329.

Permitted Encumbrance means:

(a) a charge or lien arising in favour of a Government Agency by operation of statute unless there is default in payment of money secured by that charge or lien;

(b) any mechanics’, workmen’s, warehousemen’s or other like lien arising in the ordinary course of business;

(c) all Encumbrances and other rights existing over the Tenements recorded in the register maintained by the DMP that would show on a title search conducted 1 week before the date of this Agreement;

(d) the conditions and endorsements applicable to the Tenements recorded in the register maintained by the DMP that would show on a title search conducted 1 week before the date of this Agreement;

(e) easements, rights-of-way, restrictions, servitudes, permits, conditions, covenants, exceptions, reservations and other similar encumbrances reserved or granted in respect of the Tenements by a Government Agency;

(f) any retention of title arrangement undertaken in the ordinary course of day-to-day trading;

(g) any Encumbrance in respect of deposits of money or property by way of security for the performance of any contractual or statutory obligations owing in the ordinary course of business (other than obligations for borrowed moneys on the deferred purchase price of goods or services);

page 9

(h) any banker’s lien arising by operation of Law in respect of moneys lodged or deposited with a banker;

(i) any rehabilitation requirements routinely owed to any Government Agency;

(j) any Encumbrance arising under any Contract which is Fairly Disclosed in the Disclosure Materials;

(k) any claim lodged over land under the Native Title Act 1993 (Cth) or at common law by a person or persons claiming to hold native title;

(l) the existence of sites of Aboriginal heritage or cultural significance;

(m) the Royalty Obligations and any associated Encumbrance Fairly Disclosed in the Disclosure Materials; or

(n) any Encumbrance Fairly Disclosed in the Disclosure Materials.

Plant and Equipment means any plant and equipment directly related to the Project, including all computer and information technology utilised by the Transferring Employees, any plant and equipment purchased by the Seller directly for the Project prior to the Completion or any plant and equipment which the Buyer must make a Pre-Completion Development Contribution to.

Post Feasibility Works means the works and operations which the Seller (acting reasonably) determines are necessary or reasonable to carry out:

(a) as a consequence of the results of the Feasibility Study in preparation for implementation of a development program for the Gruyere Resource;

(b) to implement any further exploration works on the Tenements during the Interim Period which have been approved by the Buyer

(c) which are contemplated by the Feasibility Study or the Initial Development Plan and Budget including the integrated project master schedule,

excluding costs associated with GOR’s employees (which includes the cost of the Transferring Employees prior 20 October 2016).

PPSA means the Personal Property Securities Act 2009 (Cth).

Pre-Completion Development Contribution means 50% of the Pre-Completion Development Costs.

Pre-Completion Development Contribution Estimate has the meaning given in clause 5.5(e)(ii).

Pre-Completion Development Costs means all costs incurred by the Seller in carrying out the Post Feasibility Works.

Project means the project to develop and operate the Gruyere Resource.

Purchase Price means the amount of A$350 million (excluding GST).

Purchase Price (Completion Payment) means A$250 million (excluding GST).

page 10

Purchase Price (Deferred Payment) means A$100 million (excluding GST).

Records means the records in the possession or control of the Seller and relating exclusively to the Sale Interest.

Regional Co-operation MOU means the binding memorandum of understanding between the Seller and the Buyer to be agreed and executed in accordance with clause 5.1(a)(ii) and which becomes effective at Completion, an advanced draft of which is set out in annexure C together with an issues list agreed by the Parties.

Remediation Obligations means any and all Liabilities relating to:

(a) remediation, rehabilitation, reclamation, revegetation, decontamination or cleaning up of the site of the Tenements or Project, including but not limited to any Liabilities arising from the conditions of the Tenements or the conditions of any Authorisations;

(b) any Contamination of, or emanating from, the Tenements; or

(c) any other statutory obligation under any Law to have remedied or remediated environmental harm or damage caused by the operations of the Seller on the Tenements.

Related Body Corporate has the meaning given to that term in the Corporations Act.

Representatives means, in relation to a person, that person’s Officers, employees, agents, professional advisers (including legal advisers) or financiers or any other person acting on behalf of that person in relation to the transactions contemplated by this Agreement.

Retained Liabilities means all Liabilities in relation to the Project of which the Seller is aware to the extent they are due and payable before Completion or are to be completed or met prior to Completion including Liabilities of which the Seller is aware arising under or in respect of:

(a) the Contracts but only to the extent those Liabilities are payable before Completion or are to be completed or met prior to Completion;

(b) the Contracts to the extent those Liabilities are payable after Completion, accrue after Completion, or are to be performed after Completion, other than to the extent of the Sale Interest;

(c) the Retained Remediation Obligations;

(d) Remediation Obligations (whether arising or accruing before, on or after Completion but excluding the Retained Remediation Obligations), other than to the extent of the Sale Interest,

For the avoidance of doubt, this definition does not relieve the Seller from any Claim for which it is liable under this agreement in relation to a breach of Warranty.

Retained Remediation Obligations means any and all Remediation Obligations which the Seller is aware of which were required under any Law to have been remedied, completed or fully met prior to Completion.

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Rights includes rights, benefits, powers, privileges, authorities, discretions, remedies and immunities, whether actual, prospective or contingent and, when used in respect of any item of property, includes all the relevant Party’s right, title and interest in and to that property.

Roy Hill Asset Sale Agreement means the asset sale agreement in relation to the sale of rail camps between the Seller and Roy Hill Infrastructure Pty Ltd ACN 130249633 dated 20 October 2016.

Royalty Deed means the net smelter royalty deed dated the same date as this Agreement.

Royalty Obligations means the contractual obligations to pay royalties in respect of the Tenements arising under the agreements set out in Schedule 5.

Royalty Security means the security interest to be granted by the Buyer to the Seller over the Buyer’s 50% interest in each of the Tenements to secure payment by the Buyer of the net smelter royalty under the Royalty Deed, being the security interest in the form set out in the Royalty Deed.

Sale Interest means a 50% legal and beneficial interest as tenant in common in:

(a) the Tenements;

(b) the Plant and Equipment;

(c) if the Buyer elects to include it, the lease under the Lease Agreement;

(d) the Contracts;

(e) the Mining Information;

(f) the Records; and

(g) the Associated Rights.

Seller Guarantee means any Guarantee provided, granted or procured by the Seller in connection with the Project including each Guarantee given in respect of the Seller’s obligations under any Contract and:

(a) bank guarantee pursuant to the APA Early Works Agreement;

(b) if the Buyer elects that the lease under the Lease Agreement is to be a Sale Interest, the bank guarantee pursuant to the Lease Agreement; and

(c) performance security pursuant to the Roy Hill Asset Sale Agreement.

SGA means the Superannuation Guarantee (Administration) Act 1992 (Cth).

South Yamarna Joint Venture Assets means the mining tenements (listed as South Yamarna JV tenements in Schedule 2) and the plant and equipment located on those Tenements or on M38/435 as at the date of this Agreement.

Specified Personnel means the persons listed in Annexure E.

Superannuation Commitment means every amount:

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(a) needed to satisfy any liability (including under the government rules of a superannuation fund, a contract of employment, an industrial instrument such as an award or agreement, or any law) for any superannuation contribution as at the date concerned; and

(b) needed so that on the date concerned, the employer is free of any liability (making the assumption that the superannuation guarantee charge accrues from day to day during each contribution period) for a superannuation guarantee charge under the SGA for any contribution period under the SGA (or part period) up to that date.

Tax Invoice has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Tenements means:

(a) the exploration licences, miscellaneous licences, mining leases, applications for mining leases and applications for exploration or miscellaneous licences, all under the Mining Act, set out in schedule 2;

(b) any exploration licence, miscellaneous licence or mining lease granted from any of the applications; and

(c) any renewals, conversions or substitutions of the mining tenements referred to in paragraphs (a) and (b).

Tenement Application means any Tenement which, as at the date of Completion, is an application only.

Tenement Land means all of the land within the area of the Tenements.

Third Party means any person or entity (including a Government Agency) other than the Seller, the Buyer or a Related Body Corporate of the Seller or Buyer.

Third Party Claims means any claim, demand, legal proceedings or cause of action made or brought by a Third Party.

Traditional Owner Parties has the meaning under the Native Title Agreement.

Transfer means the transfer to the Buyer of a 50% legal interest as tenant in common in each of the Tenements that have been granted as at Completion.

Transferring Employees means the GOR Employees who accept an offer of employment made by the Buyer under clause 10.1.

Transfer Instrument means an instrument or instruments of transfer in registrable form (subject to stamping) which effect the transfer from the Seller to the Buyer of a 50% interest in each Tenement, and each Tenement Application.

Transition Period means the period on and from the Completion Date until the earlier of:

(a) the date for accepting of offers from GMPL to the GOR Employees having expired and GMPL demonstrating to the satisfaction of the Seller and the Buyer (acting reasonably) a sufficient understanding of the details of

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status of operations and the Initial Development Plan and Budget to take over management of the Joint Venture without material disruption to the implementation schedule in the Initial Development Plan and Budget;

(b) 6 months after the Completion Date; and

(c) such other date agreed by the Participants.

Warranties means the warranties of the Seller set out in schedule 1.

1.2 Construction

Unless expressed to the contrary, in this Agreement:

(a) words in the singular include the plural and vice versa;

(b) any gender includes the other genders;

(c) if a word or phrase is defined its other grammatical forms have corresponding meanings;

(d) “includes” means includes without limitation;

(e) no rule of construction will apply to a clause to the disadvantage of a Party merely because that Party put forward the clause or would otherwise benefit from it;

(f) a reference to:

(i) a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority;

(ii) a person includes the person’s legal personal representatives, successors, assigns and persons substituted by novation;

(iii) any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced;

(iv) an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation;

(v) a right includes a benefit, remedy, discretion or power;

(vi) time is to local time in Perth;

(vii) “$”, “A$” or “dollars” is a reference to Australian currency;

(viii) this or any other document includes the document as novated, varied or replaced and despite any change in the identity of the Parties;

(ix) writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes fax transmissions;

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(x) an obligation includes a warranty or representation, and a reference to a failure to observe or perform an obligation includes a breach of warranty or representation;

(xi) this Agreement includes all schedules to it; and

(xii) a clause or schedule is a reference to a clause or schedule, as the case may be, of this Agreement;

(g) provisions or terms of this Agreement or another document, agreement, understanding or arrangement include a reference to both express and implied provisions and terms;

(h) a reference to any thing (including, without limitation, any amount) is a reference to the whole or any part of it and a reference to a group of things or persons is a reference to anyone or more of them;

(i) a reference to any authority, association or body (whether statutory or otherwise) will, if any such authority, association or body ceases to exist or is re-constituted, re-named or replaced or the powers or functions of such authority, association or body are transferred to any other authority, association or body, be deemed to refer respectively to the authority, association or body established or constituted in lieu thereof or as nearly as may be succeeding to the powers or functions thereof;

(j) the provisions of any legislation which alter the effect of any provision of this Agreement will not apply to this Agreement as far as the exclusion of that legislation is lawful;

(k) if the date on or by which any act must be done under this Agreement is not a Business Day, the act must be done on or by the next Business Day; and

(l) where time is to be calculated by reference to a day or event, that day or the day of that event is excluded.

1.3 Headings

Headings do not affect the interpretation of this Agreement.

2 Conditions precedent

2.1 Conditions precedent

The sale and purchase of the Sale Interest as contemplated by clauses 4 and 6 of this Agreement, is subject to and conditional upon:

(a) (FIRB) the Treasurer of the Commonwealth of Australia either:

(i) ceasing to be empowered to make an order under Part III of the Foreign Acquisitions and Takeovers Act 1975 (Cth) in respect of the acquisitions contemplated by this Agreement; or

(ii) giving the Buyer advice in writing of a decision by, or on behalf of, the Treasurer that the Commonwealth Government has no

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objection to the acquisitions contemplated by this Agreement (either unconditionally or on terms and conditions that are acceptable to the Buyer, acting reasonably);

(b) (Ministerial consent) the Minister, or an officer of the DMP acting with the authority of the Minister, provides written consent to the Buyer in respect of the acquisitions contemplated by this Agreement and the mortgage contemplated by the Royalty Security, the Cross Security under the Joint Venture Agreement and the General Security given under this agreement for the purposes of section 82(1)( d) of the Mining Act and regulation 41(c) of the Mining Regulations; and

(c) (Native title party consent) GOR providing the notice referred to in clause 30.1(c) of the Native Title Agreement and the period of time required by clause 30.1(d)(i) of the Native Title Agreement elapsing without the Traditional Owner Parties initiating a dispute as referred to in that clause or the dispute being resolved in accordance with clause 30.1 (d)(ii) of the Native Title Agreement.

2.2 Reasonable endeavours

(a) The Parties must each use reasonable endeavours to procure the satisfaction of the Conditions as soon as reasonably practicable after the date of this Agreement, including to:

(i) in a timely manner do, or cause to be done, all things and execute, or cause to be executed, all documents which are within their respective powers to do or execute, or cause to be done or executed (as the case may be), which are reasonably necessary in order to procure, as soon as reasonably practicable after the date of this Agreement, the satisfaction of the Conditions; and

(ii) provide all reasonable assistance to the other Party in order to procure, as soon as reasonably practicable after the date of this Agreement, the satisfaction of the Conditions.

(b) Without limiting clause 2.2(a)(i) the Buyer must:

(i) by no later than five Business Days after the date of this Agreement:

(A) submit an application to Foreign Investment Review Board in connection with the Condition in clause 2.1(a); and

(B) provide the Seller with the information as to its financial and technical capacity for the purposes of the notice referred to in clause 30.1(c) of the Native Title Agreement; and

(ii) promptly respond to all correspondence and requests for information received from the Foreign Investment Review Board in relation to the application referred to in clause 2.2(b)(i)(A).

(c) Without limiting clause 2.2(a)(i) the Seller must:

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(i) by no later than seven Business Days after the date of this Agreement provide the written notice referred to in clause 30.1(c) of the Native Title Agreement; and

(ii) by no later than five Business Days after the date of this Agreement, submit an application for the consent referred to in clause 2.1(b); and

(iii) promptly respond to all correspondence and requests for information received from the Traditional Owner Parties.

(d) Nothing in this clause 2 will require a Party to pay any money (other than application or lodgement fees to Government Agencies) or provide other valuable consideration to or for the benefit of any person or otherwise take any action which, in that Party’s reasonable opinion, would or may impact adversely on or otherwise be contrary to the interests of that Party.

2.3 Waiver

(a) The Conditions at clauses 2.1(a) and 2.1(b) are for the sole benefit of the Buyer and may be waived by it by notice in writing to the Seller, in its absolute discretion.

(b) The Conditions at clauses 2.1(b) and 2.1(c) are for the benefit of both the Seller and the Buyer and can only be waived by agreement between them.

2.4 Notices

Each Party must:

(a) keep the other Parties fully informed (by notices in writing) in relation to progress towards the satisfaction of the Conditions; and

(b) promptly notify the other Parties in writing as soon as the Party becomes aware that a Condition is satisfied or becomes (or is likely to become) incapable of being satisfied.

2.5 Termination for non-satisfaction

If a Condition is not satisfied (or waived in accordance with clause 2.3) on or before the CP Date, then either the Seller or the Buyer (relevant Party) may, provided that the relevant Party has complied in all material respects with its obligations under this clause 2 terminate this Agreement by notice in writing to each other Party.

2.6 Remedies

If this Agreement is terminated in accordance with clause 2.5, 3.1, 3.2 or 6.3(b) then, in addition to any other rights, powers or remedies provided by Law:

(a) each Party is released from its obligations under this Agreement other than in relation to this clause 2.6, 15 (Qualifications and limitations on Claims), 19 (Confidentiality), 20 (General) and 21 (Notices); and

(b) each Party retains the rights it has against any other Party in connection with any breach or Claim that has arisen before termination.

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3 Termination

3.1 Termination by the Buyer

(a) The Buyer may terminate this Agreement at any time before Completion by notice in writing to the Seller if:

(i) the Seller becomes Insolvent;

(ii) a holder of an Encumbrance takes possession of the whole or any substantial part of the undertaking and property of the Seller; or

(iii) it is entitled to do so under clause 6.3(b).

(b) If the Buyer terminates this Agreement under clause 3.1(a), then the Buyer will be entitled to claim and recover from the Seller any Loss arising from the termination.

3.2 Termination by the Seller

(a) The Seller may terminate this Agreement at any time before Completion by notice in writing to the Buyer if:

(i) the Buyer or the Buyer’s Guarantor becomes Insolvent;

(ii) a holder of an Encumbrance takes possession of the whole or any substantial part of the undertaking and property of the Buyer or the Buyer’s Guarantor; or

(iii) it is entitled to do so under clause 6.3(b).

(b) If the Seller terminates this Agreement under clause 3.2(a), then the Seller will be entitled to claim and recover from the Buyer any Loss arising from the termination of this Agreement, including any Loss on the re-sale of the Sale Interest.

3.3 No other right to terminate or rescind

No Party may terminate or rescind this Agreement, whether at Law, in equity or pursuant to legislation (including on the grounds of any breach of Warranty or misrepresentation which occurs or becomes apparent before Completion) except as permitted under clauses 2.5, 3.1, 3.2 or 6.3(b).

4 Sale and purchase

4.1 Sale and purchase

The Seller agrees to sell the Sale Interest to the Buyer, and the Buyer agrees to purchase the Sale Interest from the Seller, free from Encumbrances (other than any Permitted Encumbrances), on the terms of this Agreement, with effect on and from Completion.

4.2 Consideration

(a) The Buyer must pay the Purchase Price to the Seller in accordance with clause 6.2(b)(i) and clause 7.1.

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(b) The Purchase Price is to be allocated to the Sale Interest in the manner identified in schedule 4.

(c) The Buyer must pay the Pre-Completion Development Contribution to the Seller in accordance with clause 5.5(e).

4.3 Method of making payments

(a) All payments required to be made under this Agreement must be paid without deduction or set-off by way of real time gross settlement (RTGS) payment of immediately available and cleared funds to the bank account or accounts nominated in writing before the due date for payment by the Party to whom the payment is due.

(b) Any nomination referred to in clause 4.3(a) must be made at least two Business Days before the payment is due.

(c) Payment will be deemed to have been made only when the receipt of the relevant funds is confirmed in writing by the bank operating the nominated account.

(d) The Party who is to receive a payment required to be made under this Agreement must use reasonable endeavours to put appropriate arrangements in place to ensure that the written confirmation referred to in clause 4.3(c) is given as soon as practical after the relevant amount is paid in accordance with clause 4.3(a).

4.4 Foreign resident capital gains with holding

(a) For the purposes of this clause:

Clearance Certificate means a valid certificate issued under section 14-200( 1) of the TA Act for a period covering the Completion Date.

Foreign Resident has the meaning given in the TA Act.

TA Act means the Taxation Administration Act 1953 (Cth).

Withholding Amount means the amount that the Buyer is required to pay to the Commissioner under section 14-200(3) of the TA Act.

(b) The Seller must:

(i) apply for a Clearance Certificate as soon as reasonably practicable after the date of this Agreement; and

(ii) give a copy of the Clearance Certificate to the Buyer promptly after it is received by the Seller.

(c) If the Seller has not received the Clearance Certificate by 10 Business Days before the Completion Date, the Seller may give to the Buyer notice extending the Completion Date by 10 Business Days.

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(d) If the Seller elects to extend the Completion Date under clause 4.4(c), then the Seller will not be liable to the Buyer for any damages, compensation or the like for that delay in Completion.

(e) If the Seller is unable to provide a Clearance Certificate in accordance with clause 4.4(b) or 4.4(c), then the Seller irrevocably authorises and directs the Buyer to pay the Withholding Amount to the Commissioner from the Purchase Price (Completion Payment) payable to the Seller on Completion.

(f) If clause 4.4(e) applies, the Buyer must:

(i) at Completion, produce a bank cheque drawn in favour of the Commissioner for the Withholding Amount; and

(ii) immediately following Completion, deliver that bank cheque to the Commissioner.

(g) The Buyer must indemnify and keep the Seller indemnified in respect of any loss, damage, penalty, fine, interest or legal costs which may be incurred by the Seller as a consequence of the Buyer’s breach of clause 4.4(f).

4.5 Title, risk and possession

(a) Risk in and possession of the Sale Interest passes to the Buyer upon Completion and, subject to the registration of the Transfers, title to the Sale Interest passes to the Buyer at the same time.

(b) For the avoidance of doubt, beneficial title to the Sale Interest passes to the Buyer upon Completion regardless of whether the registration of the Transfers has occurred.

5 Interim Period

5.1 Finalisation of Outstanding Transaction Documents.

(a) The Parties must negotiate and agree the terms of:

(i) the Joint Venture Agreement (and associated documents);

(ii) the Regional Co-operation MOU; and

(iii) the General Security Agreement,

(Outstanding Transaction Documents) on or before 21 November 2016 and in doing so:

(iv) must act reasonably and in good faith; and

(v) must allocate the required resources to complete negotiation and drafting of the Outstanding Transaction Documents on or before 21 November 2016;

(b) The Parties agree that:

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(i) the advanced drafts of the Outstanding Transaction Documents attached to this agreement will be the drafts to be used in finalising those documents;

(ii) the parties have agreed all provisions in the attached drafts of the Outstanding Transaction Documents other than those highlighted in yellow (Outstanding Issues);

(iii) the agreed commercial outcome in respect of the Outstanding Issues is set out in the issues paper which is annexed with the applicable draft Outstanding Transaction Document attached to this agreement;

(iv) no amendment will be made the draft Outstanding Transaction Documents except to the extent that:

(A) they reflect the agreed outcomes for Outstanding Issues specified in the applicable issues paper;

(B) they are reasonable administrative or drafting changes (which do not affect the commercial position of the parties under the Outstanding Transaction Documents and the outcomes for the Outstanding Issues specified in the applicable issues paper); or

(C) they are agreed by the parties.

(c) The parties agree to execute the Outstanding Transaction documents within 2 Business Days after the form of those documents are agreed, on the basis that the documents will take effect from the date of Completion.

(d) If the Parties cannot resolve any dispute as to the drafting of the Outstanding Transaction Documents, then either Party may refer the disputes to an Expert in accordance with clause 22 to resolve the drafting in a way which is consistent with the requirements in this clause 5.1.

5.2 USB containing Data Room Documents.

The Seller must deliver the Buyer a USB drive containing a copy of all documents in the Data Room and referred to in the Data Room Index within 5 Business Days after the date of this Agreement.

5.3 Optimisation of Initial Development Plan and Budget

(a) The Initial Development Plan and Budget is in an agreed form and is binding on the parties.

(b) The parties agree to use reasonable endeavours to promptly assess and negotiate optimisations and improvements to the Initial Development Plan and Budget provided those optimisations and improvements do not adversely affect the rights, interests, responsibilities or Liabilities of a party without that party’s prior agreement.

(c) The Seller will provide reasonable access to information, senior management of the Seller and the Tenements to the extent required to facilitate assess and negotiate optimisations and improvements to the

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Initial Development Plan and Budget. Access will be provided promptly provided that it does not unreasonably disrupt the conduct of the Seller’s business and the implementation of the Post Feasibility Works.

(d) The Seller will not be liable to the Buyer or its Affiliates for any Liability for any act (or omission) which is done (or not done) in reliance on the Initial Development Plan and Budget to the extent that the Liability arises as a result of or in connection with a change to the Initial Development Plan and Budget.

(e) If the Parties cannot resolve any dispute regarding a proposed optimisations and improvements to the Initial Development Plan and Budget, then either Party may refer the disputes to an Expert in accordance with clause 22 to resolve dispute in a manner which is consistent with the requirements in this clause 5.3.

5.4 General conduct prior to completion

During the Interim Period and subject to clause 5.3, the Seller must:

(a) observe and perform, in all material respects, all of its Obligations, in respect of the Sale Interest;

(b) not grant, create or allow the creation of any Rights or Encumbrances (other than Permitted Encumbrances) of any nature over or in respect of the Sale Interest;

(c) perform, in all material respects, all of the Obligations of the Seller under the Tenements and the Contracts;

(d) not materially vary the terms of or terminate any material Contracts;

(e) not fail to enforce any material obligation under, or take any detrimental action in relation to, any material Contract;

(f) maintain the Tenements or Authorisations in good standing and not materially vary the terms of or terminate, surrender or relinquish any of the Tenements or material Authorisations;

(g) maintain the Plant and Equipment in the good working order in a manner which is consistent with its past practice;

(h) keep the Records up-to-date in a manner which is consistent with its past practice;

(i) ensure that the Mining Information is kept in a manner which is consistent with its past practice;

(j) not sell, or otherwise deal with or dispose of, any asset comprising the Sale Interest (other than in the ordinary course of business consistent with its past practice);

(k) not vary the Feasibility Study in any material way; and

(I) not incur, contract or commit to any contract or item of expenditure.

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5.5 Post Feasibility Works

(a) (Seller may perform Post Feasibility Works) The Seller is permitted (but not obliged) to conduct Post Feasibility Works during the Interim Period.

(b) (Sellers Funding) Unless agreed otherwise by the Buyer and the Seller, the Seller will fund any Post Feasibility Works conducted during the Interim Period from its own funds and will recover the Pre-Completion Development Contribution under this Agreement.

(c) (Buyer approval for large commitments) Where there is an expenditure commitment of at least $7,000,000 (annualised in the case of a multi-year commitment) which is required or may be entered into under the Post Feasibility Works, whether by reason of minimum expenditure, take or pay, termination fees or inability to terminate the contract without a claim for damages or otherwise, the Seller must obtain the prior approval of the Buyer (which cannot be unreasonably withheld or delayed where the commitment is consistent with the Initial Development Plan and Budget) before committing to that expenditure.

(d) (Consultation with the Buyer) During the Interim Period, the Seller will:

(i) permit up to two observers from the Buyer to attend and consult with Gruyere Project Steering Committee meetings and the Seller will give reasonable notice of the meeting dates in order to permit the observers to attend; and

(ii) use reasonable endeavours to keep the Buyer apprised of the status of the Post Feasibility Work conducted and not less frequently than monthly provide a report setting out material expenditure which it incurs and reasonable detail of Post Feasibility Work conducted during that month.

(e) (Post Feasibility Work Costs)

(i) The Buyer must pay the Pre-Completion Development Contribution.

(ii) Not less than two Business Days prior to the Completion Date, the Seller shall notify in writing the Buyer of the Pre-Completion Development Contribution Estimate being the Seller’s estimate of the Pre-Completion Development Contribution based on the Pre-Completion Development Costs incurred up to that time.

(iii) Upon Completion, the Buyer must pay to the Seller the Pre-Completion Development Contribution Estimate.

(iv) Within 60 days after Completion, the Seller shall provide to the Buyer a statement by the Seller’s accountants as to the amount of the Pre-Completion Development Costs actually incurred (together with appropriate supporting information) and the calculation of the Pre-Completion Development Contribution based on that amount (Reconciliation).

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(v) Where the Pre-Completion Development Contribution is less than the Pre-Completion Development Contribution Estimate then the shortfall must be paid by the Buyer to the Seller within five Business Days of receipt of the Reconciliation.

(vi) Where the Pre-completion Development Contribution is more than the Pre-completion Development Contribution Estimate then the difference must be paid by the Seller to the Buyer within five Business Days after the giving of the Reconciliation to the Buyer.

(vii) If the Buyer disputes any part of the Reconciliation then the Buyer must notify the Seller within five Business Days of receipt of the Reconciliation. If the Parties cannot resolve the dispute between themselves within a further 5 Business Days then either Party may refer the disputes to an Expert in accordance with clause 22. Notwithstanding a dispute under this clause, the Parties must comply with clause (e) as applicable, and pay any adjustment that is necessary within five Business Days after the Expert makes its determination.

5.6 Permitted Acts

Nothing in clause 5 restricts the Seller from doing anything:

(a) that is expressly permitted in this Agreement;

(b) to reasonably and prudently respond to an emergency or disaster (including a situation giving rise to a risk of personal injury or damage to property); or

(c) approved by the Buyer in writing, such approval not to be unreasonably withheld or delayed.

5.7 Preparation for Transition to new Manager

(a) The Seller will allow the Buyer and its Representatives reasonable access to the Tenements, the Records and senior management of the Seller, on reasonable notice and at reasonable times during the Interim Period to the extent required to enable the Buyer to become familiar with, and prepare for its assumption of the management of the Project as quickly as practicable after Completion.

(b) The Buyer will procure GMPL to take all reasonable steps to be in a position to demonstrate promptly after Completion a sufficient understanding of the details of status of operations and the Initial Development Plan and Budget to take over management of the Joint Venture without material disruption to the implementation schedule in the Initial Development Plan and Budget.

5.8 Lease Agreement

Within 15 Business Days after the date of this agreement, the Buyer will advise the Seller in writing whether the Lease Agreement will be a Contract for the purposes of this agreement. In the absence of notice within this period, the

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Buyer will be deemed to have elected not to treat the lease agreement as a Contract.

6 Completion

6.1 Time and place for Completion

Completion will commence at or around 10am (Perth time) on the Completion Date, and will take place at the office of the Seller in Perth or at such other time and place as the Parties may agree.

6.2 Obligations at Completion

At Completion:

(a) the Seller must deliver to the Buyer:

(i) Transfer Instruments duly executed by the Seller;

(ii) a Tax Invoice in respect of the payment of the Purchase Price (Completion Payment);

(iii) if requested by the Buyer at least 5 Business Days prior to Completion, copies of the Mining Information and the Records; and

(iv) to the extent not signed and exchanged between the parties prior to Completion:

(A) two counterparts of the Joint Venture Agreement duly executed by the Seller and the related cross security;

(B) two counterparts of the Regional Co-operation MOU duly executed by the Seller;

(C) two counterparts of the General Security Agreement duly executed by the Seller;

(v) three counterparts of each Deed of Assignment and Assumption which has been signed by the relevant Contract counterparty before Completion, duly executed by the Seller;

(vi) any other documents (including, without limitation, any statutory declarations or instruments of title) required to register the assignment to the Buyer of any component of the Sale Interest (which the Buyer notifies the Seller of within 14 days after the date of this agreement), provided that the Seller will not be required to deliver instruments of title where they are already lodged with the relevant Government Agency for the registration of other dealings;

(b) the Buyer must:

(i) pay the Purchase Price (Completion Payment) and the Pre-Completion Development Contribution Estimate together with GST (if applicable) on such payments to the Seller in accordance with clause 4.3; and

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(ii) deliver to the Seller counterparts of each deed or document referred to in clauses 6.2(a)(iv) duly executed by the Buyer and where applicable, the Buyer’s Guarantor (and for each deed the Buyer must deliver the same number of counterparts to the Seller as the Seller is required to deliver to the Buyer).

6.3 Notice to complete

(a) If a Party (Defaulting Party) fails to satisfy its obligations under clause 6.2 on the day and at the place and time for Completion determined under clause 6.1, then the other Party (Notifying Party) may give the Defaulting Party a notice requiring the Defaulting Party to satisfy those obligations within a period of 5 Business Days from the date of the notice and declaring time to be of the essence.

(b) If the Defaulting Party fails to satisfy those obligations within those 5 Business Days, the Notifying Party may, without limitation to any other rights it may have, terminate this Agreement by giving written notice to the Defaulting Party.

6.4 Contemporaneous effect

(a) All of the events and deliveries identified in clause 6.2 are interdependent and will be deemed to occur simultaneously on the Completion Date.

(b) No one event or delivery will take effect, and Completion will be deemed not to have occurred, until all are completed.

7 Other Consideration

7.1 Purchase Price (Deferred Payment)

(a) The Buyer must pay the Purchase Price (Deferred Payment) by paying on behalf of the Seller all cash calls and other claims for payment made against the Seller under the Joint Venture Agreement in respect of the Seller’s 50% share of authorised costs and expenditure under the Initial Development Program and Budget and any subsequent business plan and budget approved by the Joint Venture participants under the Joint Venture Agreement up to the full Purchase Price (Deferred Payment) amount, subject to any payment under clause 7.1(b). The obligation on the Buyer to pay the amounts under this clause commence from the first cash call made under the Joint Venture Agreement at or after Completion.

(b) If:

(i) an Event of Default (as defined in the Joint Venture Agreement) due to failure by the Buyer to pay a Called Sum (as defined in the Joint Venture Agreement) or any other material amount payable by the Buyer under the Joint Venture Agreement or this Agreement the outstanding balance of the Purchase Price (Deferred Payment) at that date will be immediately due and payable; or

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(ii) any amount of the Purchase Price (Deferred Payment) which has not been applied to the benefit of the Seller under clauses 7.1(a) or 7.1(b)(i) by the date which is 18 months after the Completion Date, the outstanding balance of the Purchase Price (Deferred Payment) at that date will be due and payable 2 Business Days after that date,

by the Buyer to the Seller without deduction or set-off by way of real time gross settlement (RTGS) payment of immediately available and cleared funds to the bank account or accounts nominated for the purposes of clause 4.3.

7.2 Royalty

(a) The Buyer acknowledges and agrees that as further consideration for the sale of the Sale Interest it shall pay to the Seller a royalty calculated and payable in accordance with the Royalty Deed.

(b) On and from Completion the Buyer shall be bound by the terms of the Royalty Deed whether or not it executes and delivers a copy of that agreement to the Seller in accordance with clause 6.2(b)(ii).

8 Joint Venture

8.1 Formation

On and from Completion the Buyer and Seller will be deemed to have associated in the Joint Venture and will be bound by the Joint Venture Agreement whether or not either or both sign and deliver a copy of the Joint Venture Agreement in accordance with clause 6.2.

9 Tenement Applications

9.1 Delayed transfer

Where it is not possible under the Mining Act to transfer the Tenement Applications, then from Completion the Seller will hold the Tenement Applications for the benefit of each of the Seller and the Buyer as tenants in common in equal shares and upon grant of a tenement pursuant to the relevant application (Granted Tenement) the Seller and Buyer shall do all things necessary to transfer a 50% legal interest in the Granted Tenement to the Buyer and have that transfer registered under the Mining Act.

9.2 No Warranty

The Buyer acknowledges and agrees that the Seller makes no warranty or representation, and gives no assurance, in respect of the likelihood of grant, or the terms of grant, of any exploration or mining tenement pursuant to any Tenement Application.

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10 Employees

10.1 Offer of employment

Within 10 Business Days after the date of this Agreement, GMPL (or a Related Body Corporate of GMPL) must make offers of employment to each of the GOR Employees including any new GOR Employees notified by the Seller to GMPL under clause 10.3(b). Each offer of employment made under this clause 10 must be an offer of employment by GMPL (or an Affiliate of GMPL) the form of which has been approved in writing by the Seller:

(a) for a position that is equivalent or substantially similar to the existing position of the GOR Employee commencing on the later of Completion and the end of the Transition Period (the Transfer Date);

(b) on terms and conditions of employment that are substantially similar to, and, considered on an overall basis, no less favourable than, the existing terms and conditions of employment of the GOR Employee overall taking into account unvested performance incentives, if any;

(c) that states that, and ensures that, any contract arising from acceptance of the offer provides that:

(i) the offer is conditional on Completion and the GOR Employee being employed by the Seller immediately before the Transfer Date;

(ii) acceptance of the offer constitutes the resignation of the GOR Employee from his or her existing position, conditional on and with effect at the Transfer Date;

(iii) employment with GMPL commences on the Transfer Date;

(iv) the prior service of the GOR Employee with the Seller (including any service recognised by the Seller) will be recognised for the purposes of calculating the Leave Benefits, any redundancy pay that may be payable after the Transfer Date and any notice period for termination of employment that may be applicable after the Transfer Date;

(v) the GOR Employee warrants that any restraints to which the GOR Employee is subject do not prevent them from accepting an offer of employment;

(vi) (subject to any modifications made pursuant to clause 10.3(b)) the GOR Employee must advise GMPL of his or her acceptance within 10 Business Days after the date of the offer; and

(vii) (subject to any modifications made pursuant to clause 10.3(b)) the offer will lapse if it has not been accepted by the GOR Employee by not later the end of the 10 Business Day period referred to in clause 10.1(c)(vi).

The Seller and the Buyer and GMPL must each use reasonable endeavours to encourage the GOR Employees to accept the offers of employment, including

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the Seller allowing GMPL reasonable access to the GOR Employees during normal working hours for the purposes of encouraging acceptance of GMPL’s offer.

10.2 GMPL’s review rights

Within 5 Business Days after the Date of this Agreement, GMPL must provide to the Seller a draft of the offer of employment it has prepared in accordance with clause 10.1 and give the Seller a reasonable opportunity to comment on that draft.

10.3 New employees and terminating employees

(a) If, before the Transfer Date:

(i) a new employee commences employment in the GOR Business in relation to the Project; or

(ii) the employment of any GOR Employee terminates for any reason,

the Seller must, as soon as reasonably practicable:

(iii) notify GMPL of the identity of the employee;

(iv) specify whether the employee is terminating or commencing employment; and

(v) identify the business area in which they did, or will, work.

(b) The Seller and GMPL must work cooperatively to determine and implement a process that is satisfactory to the Seller and GMPL for GMPL offering employment to:

(i) any GOR Employees who, at the date of this Agreement or at any time up to and including the date the offers are made, are on a period of approved leave; and

(ii) any new employee commencing employment in the GOR business as contemplated by clause 10.3

(c) If a GOR Employee advises a Party that he or she accepts or rejects the offer of employment, that Party must promptly advise the other Parties of the acceptance or rejection.

10.4 Leave Benefits and Release

(a) On Completion, the Seller must:

(i) release the Transferring Employees from employment with it, with effect on and from the Transfer Date; and

(ii) pay the Transferring Employees all Employment Benefits (other than Leave Benefits) due to or accrued by them as at the Transfer Date.

(b) The Sellers will notify the Buyer no later than 3 Business Days before the Transfer Date of the aggregate of the Leave Benefits of the Transferring Employees.

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(c) The Parties agree that 35% of the aggregate of the Leave Benefits of the Transferring Employees will be paid by the Seller to the Buyer within 2 Business Days after the Transfer Date.

10.5 Payment and indemnity for Leave Benefits

(a) After Completion, the Buyer must:

(i) pay or provide the relevant Transferring Employees all Employment Benefits (other than Leave Benefits) due to or accrued by them after the Completion Date;

(ii) pay or provide the relevant Transferring Employees the Leave Benefits as and when they fall due; and

(iii) indemnify the Seller and its Related Bodies Corporate against any loss suffered or incurred by them for Leave Benefits, redundancy payments and notice entitlements of the Transferring Employees.

(b) If any payment is made by the Buyer pursuant to this clause 10.5, the payment will be treated as an adjustment of the Purchase Price.

10.6 Indemnity for Employees

(a) The Buyer is liable to the Seller for, and indemnifies the Seller against, all Loss incurred or suffered by the Seller arising from any claim by a Transferring Employee which is based on any event occurring after Completion.

(b) If any payment is made by the Buyer pursuant to this clause 10.6, the payment will be treated as an adjustment of the Purchase Price.

(c) The Seller must indemnify the Buyer against any loss incurred or suffered by the Buyer in respect of Transferring Employees:

(i) for any remuneration or benefits relating to the period before Completion, other than Leave Benefits assumed by the Buyer pursuant to this clause 10 or as otherwise set out in the terms and conditions of the offers of employment made by the Buyer to such Transferring Employees; and

(ii) to the extent arising out of the termination of employment of an GOR Employee by the Seller, other than where such loss arises due to a breach by the Buyer of its obligations under clause 10.1;

(d) If any payment is made by the Seller pursuant to this clause 10.6(c), the payment will be treated as an adjustment of the Purchase Price.

10.7 Non Transferring Employees

The Seller is responsible for each GOR Employee who does not accept the Buyer’s offer of employment.

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10.8 Responsibility for Superannuation Commitments

(a) The Seller is responsible for and must pay all Superannuation Commitments for Transferring Employees up to and including the Completion Date.

(b) The Buyer is responsible for and must pay all Superannuation Commitments for Transferring Employees from the Completion Date.

10.9 Responsibility for Employment incentives

The Seller is responsible for and must pay all performance incentives (if any) for Transferring Employees up to and including the Transfer Date.

10.10 Employee Incentives

(a) The terms of any offer under clause 10.1, will take into account any performance incentives (if any) applicable to Transferring Employees under the existing terms of employment and granted performance incentive arrangements (to the extent Fairly Disclosed in the Disclosure Materials) on the basis that there is continuity of employment for the purposes of those incentives.

(b) To the extent that the parties agree (acting reasonably) that any equity incentives under those arrangements are to continue to be provided by the Seller in place of performance incentives offered by the Buyer, the Buyer will compensate the Seller for the value of any equity issued under those arrangements to the extent of the Buyer’s Sale Interest and to the extent they relate to the period after the Transfer Date.

11 Contracts and Authorisations

11.1 Novation of Contracts

(a) Subject to clause 11.1(c) and 11.2(d), in respect of each Contract, the Seller and the Buyer must use all reasonable endeavours to:

(i) procure the novation or assignment of the rights and liabilities of the Seller, to the extent of the Sale Interest, under the Contract to the Buyer; and

(ii) procure that the novation or assignment takes effect on and from Completion on a several and not joint and several basis.

(b) The obligation in this clause 11.1 to use all reasonable endeavours does not require any Party to make any payment to procure the novation or assignment other than its out of pocket expenses directly referable to the novation or assignment.

(c) Where the novation or assignment of a Contract required under clause 11.1(a) has not occurred by Completion, the Parties must each continue to use all reasonable endeavours to procure the novation or assignment of the Contract in accordance with clause 11.1(a) as soon as reasonably practicable after Completion.

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(d) In relation to the Native Title Agreement, the Seller and the Buyer must negotiate and execute a deed that satisfies clause 30.1 (h) of the Native Title Agreement prior to Completion and the Seller must provide it to the Traditional Owner Parties within the time required by that clause.

11.2 Obligations pending or if no novation

If any of the Contracts is not novated or assigned by Completion under clause 11.1 then, from Completion until novation or assignment occurs:

(a) if the Seller is not prohibited from delegating or subcontracting performance of obligations under the Contract, the Buyer must perform on behalf of the Seller all obligations of the Seller, to the extent of the Sale Interest, under the Contract in respect of the period following Completion;

(b) if the Seller is prohibited under the Contract from delegating or subcontracting performance of obligations under the Contract, then:

(i) the Seller will only be required to perform its obligations under that Contract as they relate to the Sale Interest, to the extent reasonably and lawfully directed by the Buyer;

(ii) the Seller will have no liability to the Buyer provided it complies with the reasonable and lawful directions of the Buyer in accordance with clause 11.2(b)(i); and

(iii) the Buyer must pay to the Seller, on demand, its reasonable out of pocket costs and expenses in complying with this clause 11.2(b);

(c) the Seller must account to the Buyer for any amounts paid by a counterparty to the Contract to the Seller to the extent they relate to the Sale Interest and for any other benefits received by the Seller after Completion in respect of the Contract to the extent they relate to the Sale Interest;

(d) the Buyer assumes all of the Liabilities of the Seller which are payable or are to be performed after Completion under the Contract to the extent of the Sale Interest;

(e) the Buyer must, subject to clause 11.2(b), properly perform and pay all of the Obligations of the Seller under the Contract in respect of the period following Completion to the extent of the Sale Interest; and

(f) the Seller must perform and pay all of the Obligations of the Seller under the Contract in respect of the period following Completion that do not relate to the Sale Interest.

11.3 No liability

(a) The Buyer accepts that it is not entitled to withhold or delay:

(i) Completion; or

(ii) the payment of the whole or part of the Purchase Price or any other consideration for the Sale Interest,

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if the novation or assignment of a Contract (other than the Native Title Agreement) in accordance with clause 11.1 does not occur by Completion (or at all).

(b) The Buyer acknowledges and agrees that it has no rights whatsoever against the Seller in relation to, or in connection with, any requirement under the terms of any Contract to obtain any consent to assignment or novation, or the consequences arising from any such consent not having been obtained by Completion or at all.

11.4 Indemnity from Buyer and Seller

(a) The Buyer indemnifies the Sellers from and against any Liabilities suffered or incurred by the Seller arising directly or indirectly from, or in connection with:

(i) a breach of this clause 11 by the Buyer; or

(ii) any act or omission of the Buyer in relation to any Contract after Completion.

(b) The Seller indemnifies the Buyer from and against any Liabilities suffered or incurred by the Buyer arising directly or indirectly from, or in connection with:

(i) a breach of this clause 11 by the Seller; or

(ii) any act or omission of the Seller in relation to any Contract after Completion.

11.5 Implementation of documents

(a) The Buyer and Seller acknowledge that the process of novation of the Contracts under clause 11.1 may reflect the Parties’ preference that the Manager hold the Contract as agent for and on behalf the Buyer and the Seller in accordance with their interests under the Joint Venture Agreement on a several and not joint and several basis.

(b) The Buyer, the Seller and the Manager (as applicable) must sign all documents which are required in order to effect a novation or assignment of the Sale Interest under the Contracts including without limitation all such documents as required to be signed to effect the novation or assignment in accordance with the terms of the relevant Contract.

11.6 Authorisations

(a) The Buyer will to the maximum extent legally permissible, have responsibility for (at their own cost and expense) all aspects of:

(i) the transfer to GMPL at the end of the Transition Period of all Authorisations that can be transferred by the Seller to GMPL and which the parties agree are to be held by GMPL;

(ii) to the extent of the Sale Interest, the transfer to the Buyer of all Authorisations that can be partially transferred by the Seller to the

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Buyer and which the parties agree are to be held by the participants in the Joint Venture; and

(iii) the grant of any additional Authorisations in replacement of or substitute for any Authorisations which cannot be transferred by the Seller to GMPL or the Buyer.

(b) On and from Completion, the Seller:

(i) must, in respect of the Authorisations which are to be transferred by the Seller to GMPL or the Buyer (to the extent of the sale Interest) and have not been transferred at at the end of the Transition Period, do all things including make all applications, and supply all assistance, reasonably required by the Buyer or GMPL to transfer those Authorisations; and

(ii) in respect of the Authorisations which cannot be transferred by the Seller to GMPL or the Buyer, must do all things reasonably necessary for GMPL or the Buyer (as agreed the parties) to apply for the Authorisations, and if requested by GMPL, terminate, surrender or cancel those Authorisations once GMPL has obtained the relevant Authorisation or to enable GMPL to apply for a replacement Authorisation after the end of the Transition Period.

(c) The Seller and the Buyer must:

(i) supply to each other copies of all documents and information for the purpose of obtaining or achieving the things in clauses 11.6(a) and 11.6(b);

(ii) keep each other informed in a timely manner of the status of any discussions or negotiations with relevant Government Agency and third parties regarding obtaining or achieving the things in clauses 11.6(a) and 11.6(b); and

(iii) promptly notify each other on becoming aware of the obtaining or achieving of the things in clauses 11.6(a) and 11.6(b) or such things becoming incapable of being obtained or achieved.

(d) For the avoidance of doubt, nothing in this clause restricts GMPL from obtaining, after the end of the Transition Period, any Authorisations relating to the Project or Tenements, in its own name.

12 Registration of Transfer and Guarantees

12.1 Registration of Transfer

(a) The Buyer must use its reasonable endeavours to ensure that the Transfer Instruments and the Royalty Security are:

(i) stamped (to the extent that stamp duty is payable); and

(ii) registered against the Tenements under the Mining Act, as soon as practicable after Completion.

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(b) The Buyer must notify the Seller as soon as reasonably practicable, and in any case within five Business Days, after the Buyer becomes aware that registration of the Transfer Instruments and the Royalty Security has occurred.

(c) The Seller shall pay the costs of stamping and registering the Royalty Security.

12.2 Release of Seller Guarantees

(a) The Seller and the Buyer must use all reasonable endeavours to procure the release with effect from Completion from any actual, contingent or accrued liabilities under each Seller Guarantee, including by providing to the beneficiary under each Seller Guarantee an equivalent Guarantee, the extent of 50%, and any information or document reasonably required by that beneficiary as a condition of releasing that Seller Guarantee.

(b) If any Seller Guarantee is not released by Completion, the Buyer:

(i) and the Seller must for a period of 24 months from the Completion Date, continue to use all such reasonable endeavours to procure the release of each Seller Guarantee; and

(ii) indemnify the Sellers from and against all Liabilities suffered or incurred by the Seller arising after Completion from, or incurred in connection with a, Seller Guarantee to the extent of 50%.

13 Assumed Liabilities

13.1 Assumption of Liabilities

(a) The Buyer accepts and assumes responsibility for all Assumed Liabilities with effect from Completion.

(b) The Seller remains responsible for the Retained Liabilities.

13.2 Indemnity by Buyer in respect of Assumed Liabilities

From Completion, the Buyer indemnifies the Seller, its Related Bodies Corporate and their Representatives from and against all Liabilities suffered or incurred by the Seller:

(a) out of or in connection with the Seller taking any reasonable action after Completion to avoid, resist or defend itself against any Assumed Liability; or

(b) as a result of the Buyer failing to comply with clause 13.1(a).

13.3 Indemnity by Seller in respect of Retained Liabilities

From Completion, the Seller indemnifies the Buyer, its Related Bodies Corporate and their Representatives from and against all Liabilities suffered or incurred by the Buyer:

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(a) out of or in connection with the Buyer taking any reasonable action after Completion to avoid, resist or defend itself against any Retained Liability; or

(b) as a result of the Seller failing to comply with clause 13.1(b).

13.4 Royalties

(a) Subject to Completion, the Buyer assumes and must pay, discharge and indemnify and hold the Seller harmless against the Seller’s obligations which accrue on and from Completion in respect of each of the Royalty Obligations to the extent of the Sale Interest.

(b) The Buyer must execute any documentation reasonably required by the Seller to assume and become bound by the Royalty Obligations which accrue on and from Completion to the extent of the Sale Interest.

14 Warranties

14.1 Seller’s Warranties

The Seller represents and warrants to the Buyer that, subject to clause 15.1, each of the statements set out in schedule 1 is true and accurate and not misleading.

14.2 Warranties by the Parties

Each Party warrants to each other Party that:

(a) it is a company duly incorporated and validly existing under the Laws of the place of its incorporation;

(b) it enters into and performs this Agreement on its own account and not as trustee for or nominee of any other person;

(c) it has the legal right and power to enter into this Agreement and to perform its obligations under the terms of this Agreement;

(d) the execution, delivery and performance of this Agreement by it has been duly and validly authorised by all necessary corporate or other action on its part;

(e) this Agreement is a valid and binding agreement on it, enforceable in accordance with its terms;

(f) the execution and performance of this Agreement by it does not, and the other transactions contemplated by this Agreement do not, violate or conflict with or result in a breach of or constitute a default under:

(i) any Law or treaty or any judgement, ruling, order, authorisation, requirement or decree of any governmental agency binding on it;

(ii) its constitution or other constituent documents; or

(iii) any other document or agreement which is binding upon it or its assets;

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(g) it has the financial capacity to perform all of its obligations under this Agreement; and

(h) to the best of its knowledge, no petition has been issued against it for winding up, no receiver, administrator, receiver and manager, official manager, liquidator or provisional liquidator has been appointed to it, no action has been taken to seize or take possession of any of its assets and there are no unsatisfied judgements against it nor has any sequestration order been made or writ of execution issued against it or any of its assets.

14.3 When warranties given

(a) The warranties given under this clause 14 and schedule 1 are given as at the date of this Agreement.

(b) The warranties given under this clause 14.2 and the Warranties contained in paragraphs 2.1, to 2.5 and paragraphs 3.1(a) and 3.1(c) of schedule 1 are also given as at the Completion Date. The Warranties in paragraphs 3.1(a) and 3.1(c) are also agreed Material Title Warranties.

(c) Each warranty given under this clause 14 and schedule 1 must be construed independently, and is not limited or extended by reference to any other warranty.

15 Qualifications and limitations on Claims

15.1 Disclosures

The Buyer will not make any Claim and agrees that the Seller is not liable (whether by damages or otherwise) to make any payment under or in connection with any provision of this Agreement (including any Warranty) to the extent that the Claim is based on any fact, matter or circumstance that:

(a) is provided for or described in this Agreement (including the schedules);

(b) is Fairly Disclosed in the Disclosure Material;

(c) is otherwise within the actual knowledge of the Specified Personnel at the date of this Agreement, including from any draft or final report or other document prepared on behalf of, and provided to, the Buyer or a Related Body Corporate of the Buyer by any of their Representatives engaged in relation to the proposed acquisition of the Sale Interest; and

(d) would have been disclosed to the Buyer had the Buyer conducted searches prior to signing of this Agreement of records open to public inspection maintained by:

(i) the Australian Securities and Investments Commission;

(ii) the High Court of Australia;

(iii) the Federal Court of Australia;

(iv) the Supreme Court of Western Australia;

(v) the Warden’s Court;

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(vi) the DMP;

(vii) the EPA;

(viii) the Commonwealth Department of Environment, Water, Heritage and the Arts;

(ix) the National Native Title Tribunal; and

(x) the Australian Securities Exchange announcement platform under the Sellers exchange code ‘GOR’; or

all information which the Buyer would be aware of by making or undertaking all reasonable enquiries, appraisals and investigations based on the information specified in clauses 15.1(a) to 15.1(d) (inclusive).

15.2 Limitation on Seller’s liability

(a) (maximum aggregate liability) The maximum aggregate liability of the Seller for any and all Claims together will be limited to, and will in no event exceed, the amount that is equal to:

(i) 100% of the Purchase Price in respect of a breach by the Seller of any of the Material Warranties; and

(ii) 25% of the Purchase Price in all other cases,

provided that the maximum aggregate liability of the Seller in respect of all Claims cannot exceed 100% of the Purchase Price.

(b) (deferred consideration) the obligation of the Seller to pay any amount in relation to a Claim which is otherwise payable under this agreement:

(i) if the Claim is in relation to a breach of Material Warranty, which would result in the aggregate amount paid under all Claims in relation to this Agreement which has been paid by the Seller exceeding the aggregate of the Purchase Price (Completion Payment) and the amount of the Purchase Price (Deferred Payment) which has been paid to or for the benefit of the Seller in accordance with this agreement or the Joint Venture Agreement (or both); or

(ii) if the Claim is not in relation to a breach of Material Warranty, which would result in the aggregate amount paid under all Claims in relation to this Agreement which has been paid by the Seller exceeding 25% of the aggregate of the Purchase Price (Completion Payment) and the amount of the Purchase Price (Deferred Payment) which has been paid to or for the benefit of the Seller in accordance with this agreement or the Joint Venture Agreement (or both),

then, to the extent it so exceeds the relevant aggregate amount noted above, is deferred until further payments by the Buyer of any or all the Purchase Price (Deferred Payment), upon which the amount deferred under this clause is payable (to the extent that it does not then exceed the applicable thresholds in this clause 15.2(b).

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(c) (thresholds) The Seller will not have any liability in respect of any Claim unless the amount of the Claim:

(i) exceeds A$2 million; and

(ii) when aggregated with the amount of any other Claims finally agreed or adjudicated to be payable in respect of the Claims, exceeds the sum of A$10 million, in which case the Seller is liable for the full amount of those Claims and not just the portion in excess of A$10 million.

(d) (notice and proceedings) The Seller will not have any liability in respect of any Claim, unless:

(i) notice of the Claim has been given to the Seller in accordance with clause 15.6 within 18 months after the Completion Date; and

(ii) if the Claim has not been agreed, compromised or settled, legal proceedings in respect of the Claim have been commenced against the Seller within 6 months after the date the Buyer is required to notify the Seller of the Claim under clause 15.6. For the purpose of this clause, proceedings will not be taken to be commenced unless they have been both issued and served on the Seller.

(e) (actions of Buyer) The liability of the Seller in respect of any Claim will be reduced or extinguished (as the case may be) to the extent that the Claim has arisen as a result of any act or omission by the Buyer, a Related Body Corporate of the Buyer or their Representatives engaged in relation to the proposed acquisition of the Sale Interest after Completion except but only to the extent that the act or omission occurs:

(i) as a result of reliance upon the accuracy of a Warranty (considered subject to any matter Fairly Disclosed in the Disclosure Materials); or

(ii) otherwise with the prior written consent of the Seller.

(f) (actions of Seller) The liability of the Seller in respect of any Claim will be reduced or extinguished (as the case may be) to the extent that the Claim arises or is increased as a result of any act or omission by or on behalf of the Seller where the Buyer, a Related Body Corporate of the Buyer or their Representatives have requested or consented to that act or omission, except but only to the extent that the Buyer is in making such request or giving such consent was relying upon the accuracy of a Warranty (subject to any matter Fairly Disclosed in the Disclosure Materials) and the inaccuracy of that Warranty (considered subject to any matter Fairly Disclosed in the Disclosure Materials) is significant in the Buyer making the request or giving its consent.

(g) (other rights of recovery) Where the Buyer is or may be entitled to recover from a person (other than a member of the Seller) any sum in respect of any fact, matter or event which could give rise to a Claim, the Buyer must:

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(i) use reasonable endeavours to recover that sum;

(ii) keep the Seller at all times fully and promptly informed of the conduct of such recovery;

(iii) if the Buyer recovers any amount before the Claim has been paid by the Seller to the Buyer, reduce the amount of the Claim against the Seller by such amount recovered by the Buyer after deduction by the Buyer of all reasonable costs and expenses of recovery; and

(iv) if the Buyer recovers any amount after the Claim has been paid by the Seller to the Buyer, pay such amount recovered by the Buyer to the Seller up to the amount paid by the Seller in respect of the Claim after deduction by the Buyer of all reasonable costs and expenses of recovery (and any such repayment is to be treated as an adjustment to the Purchase Price).

(h) (credit) If, after the Seller has made a payment to the Buyer in respect of any Claim, the Buyer receives any benefit or credit by reason of the matters to which the Claim relates, then the Buyer must as soon as reasonably practicable repay to the Seller a sum corresponding to the amount of the payment made by the Seller to the Buyer or (if less) the amount of the benefit or credit received by the Buyer net of any applicable taxes and expenses incurred by the Buyer in obtaining that benefit (and any such repayment is to be treated as an adjustment to the Purchase Price).

(i) (no multiple Claims) The Seller will not be liable for any Claim to the extent that the Buyer or any of its Related Bodies Corporate recovers, or is compensated for Liability arising out of any fact, matter or circumstance giving rise to the Claim, under an agreement entered into pursuant to or in connection with this Agreement. This clause 15.2(i) does not prevent the Buyer or its Related Bodies Corporate entitled to make a Claim under any agreement entered into pursuant to or in connection with this Agreement from commencing that Claim. However, if for any reason more than one amount is paid in respect of the same Liability, the Buyer must ensure that the additional amount is paid as soon as reasonably practicable to the Seller.

(j) (change in Law or interpretation) The Seller will not have any liability in respect of any Claim to the extent that the Claim arises directly or indirectly from or in respect of:

(i) any change to any applicable Laws after the date of this Agreement;

(ii) any change in the application or judicial interpretation of any Law after the date of this Agreement;

(iii) any legislation not in force at the date of this Agreement (including legislation which takes effect retrospectively); or

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(iv) any other change of any Law or any change in administrative practice of any Government Agency after the date of this Agreement (including changes which take place retrospectively).

(k) (change in taxation) the Seller will not be liable to the Buyer for any Claim to the extent that the Claim arises or is increased as a result of an increase in the rates, method of calculation or scope of taxation after the Date of this Agreement;

(l) (insurance) The Seller will not be liable to the Buyer for any Claim to the extent that any liability or loss incurred by the Buyer in connection with that Claim is actually covered by or recoverable under insurances which the Buyer has obtained.

(m) (change in accounting principles) The Seller will not be liable to the Buyer for any Claim to the extent that that Claim arises or results from a change in the accounting principles and policies.

(n) (breach of Law or contract) the Seller will not be liable to the Buyer for any Claim to the extent that any liability could only have been avoided by the Seller breaching its obligations at Law or under this Agreement or any agreement entered into pursuant to or in connection with this Agreement;

(o) (contingent liability) the Seller will not be liable to the Buyer for any Claim to the extent that any liability is contingent, prospective, not ascertained or ascertainable unless and until such liability becomes actual liability and is due and payable.

(p) (remedial loss) The Seller will not be liable to the Buyer for any Claim to the extent that any liability is remediable, provided that it is remedied to the satisfaction of the Buyer (acting reasonably) within 30 Business Days after the Seller receives written notice of the Claim in accordance with clause 15.6.

15.3 No reliance

(a) The Buyer acknowledges and agrees that, except as expressly set out in this Agreement (including the Warranties):

(i) all terms, conditions, warranties and statements (whether express, implied, written, oral, collateral, statutory or otherwise) are, to the maximum extent permitted by Law, expressly excluded and, to the extent they cannot be excluded, the Seller disclaims all Liability in relation to them to the maximum extent permitted by Law;

(ii) no other statements or representations:

(A) have induced or influenced the Buyer to enter into this Agreement or agree to any or all of its terms;

(B) have been relied on in any way as being accurate by the Buyer;

(C) have been warranted to the Buyer as being true; or

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(D) have been taken into account by the Buyer as being important to the Buyer’s decision to enter into this Agreement or agree to any or all of its terms.

(b) The Buyer has not relied, and will not rely, on any forecasts, judgements, opinions or predictions contained in the Disclosure Material, and the Buyer has made its own forecasts and predictions, and formed its owned judgements and opinions, in relation to those matters.

(c) The Seller hereby disclaims, to the maximum extent permitted by Law, any implied warranties including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.

(d) The Buyer will not bring any Claim under, or in relation to, this Agreement unless it is based solely on and limited to the express provisions of this Agreement.

(e) Without limiting clauses 15.3(a) and 15.3(b), the Buyer acknowledges and agrees that:

(i) without limiting the Warranties or any other provision of this Agreement, the Sale Interest is sold on an “as is where is” basis;

(ii) neither the Seller, any Related Body Corporate of the Seller, nor any of their Representatives, whether expressly or by implication, in or in connection with this Agreement or the discussions leading up to it:

(A) made any representations as to the extent, quality or grade or economic recoverability of the mineral resources and reserves within the Tenements or any costs, economic viability, profit, revenue or similar forecasts with respect to the Sale Interest generally; or

(B) made any recommendation to acquire the Sale Interest;

(iii) it has made its own assessment of the extent, quality and grade and economic recoverability of the mineral resources and reserves;

(iv) it has all necessary knowledge and experience in financial and business matters and resources exploration, mining, processing and marketing to fulfil its obligations under this Agreement;

(v) it is capable of evaluating the merits and risks associated with the acquisition of the Sale Interest; and

it is aware of the actual and potential risks that are generally known within the gold exploration and mining industry and the Australian mining and resources industry generally and it has relied on its and its Representatives’ judgment, evaluation, inspection and appraisal, including of the Disclosure Material.

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15.4 Remedies

To the maximum extent permitted by Law, the sole remedy of the Buyer for any Claim is to damages in accordance with, and subject to the limitations set out in, this clause 15, and otherwise as expressly set out in this Agreement.

15.5 Australian Consumer Law

To the maximum extent permitted by law, the Buyer agrees not to make, and waives any right it might have to make any Claim against the Seller or any of their Representatives, whether in respect of the Warranties or otherwise, under:

(a) Part 7.10 of the Corporations Act;

(b) the Australian Securities and Investments Commission Act 2001 (Cth) in connection with a breach of section 12DA of that Act; or

(c) the Australian Consumer Law,

or any corresponding or similar provision of any Australian State or Territory legislation or any similar provision of any legislation in any relevant jurisdiction or any other applicable Laws.

15.6 Notice of Claims

If the Buyer becomes aware of any fact, matter or circumstance that will give rise to a Claim (including a breach of a Warranty):

(a) the Buyer must give written notice of the Claim to the Seller as soon as is reasonably practicable; and

(b) the notice must set out reasonable details of:

(i) the facts, matters or circumstances that may give rise to the Claim;

(ii) if it is alleged that the facts, matters or circumstances referred to in clause 15.6(b)(i) constitute a breach of this Agreement (including a breach of a Warranty), the basis for that allegation; and

(iii) based on such details as are available to the Buyer (making all relevant and due enquiries which are reasonable in the time before notice must be given under this Agreement), an estimate of the amount of the Liabilities, if any, arising out of, or in connection with, the Claim or the facts, matters or circumstances that may give rise to the Claim.

(c) If the Buyer does not fully comply with this clause 15.6, the failure is not a bar to making the relevant Claim, but the Seller is not liable under the Claim to the extent that the non-compliance has increased the amount of the Claim.

15.7 Dealing with Third Party Claims after Completion

(a) The Buyer must promptly give notice to the Seller if a Third Party Claim is made that the Buyer believes will give rise to a Claim against the Seller.

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(b) Until the Buyer notifies the Seller in accordance with clause 15.7(a), the Buyer must take reasonable steps to mitigate any Liabilities which may give rise to a Claim against the Seller.

(c) The notice in clause 15.7(a) must contain the facts, matters or circumstances giving rise to the Third Party Claim then known to the Buyer and, if provided to the Buyer by the Third Party, evidence of the amount claimed.

(d) The Buyer must not make any admission of liability, agreement or compromise with any person in relation to the Third Party Claim without first consulting with, and obtaining the approval of, the Seller (such approval not to be unreasonably withheld or delayed).

(e) The Buyer must give the Seller and its professional advisers reasonable access to:

(i) the personnel of the Buyer; and

(ii) relevant assets, accounts, documents and records within the power, possession or control of the Buyer,

to enable the Seller and its professional advisers to examine the circumstances, assets, accounts, documents and records and to take copies or photographs of them at the Seller’s expense.

(f) The Buyer must take all action in good faith and with due diligence that the Seller reasonably directs to avoid, remedy or mitigate the Third Party Claim, including legal proceedings and disputing, defending, appealing or compromising the Third Party Claim and any adjudication of it. The Seller indemnifies the Buyer against all Liabilities of the Buyer or a Related Body Corporate of the Buyer that may result from such action.

(g) Nothing in clause 15.7(e) requires the Buyer (acting reasonably) to allow the Seller to have access to anything that:

(i) is the subject of legal professional privilege (but the Buyer will act reasonably in relation to any request by the Seller to establish suitable confidentiality or other arrangements to allow access without breaching the Buyer’s legal professional privilege); or

(ii) has been prepared predominantly for the purpose of, or in contemplation of, the Buyer making a Claim against the Seller under this Agreement.

(h) The Buyer is not required to comply with clause 15.7(f) to the extent that:

(i) an act or omission otherwise required by the Buyer under that paragraph may, in the reasonable opinion of the Buyer, lead to a loss of client legal privilege or other legal privilege in relation to a matter or document (but the Buyer will act reasonably in relation to any request by the Seller to establish suitable confidentiality or other arrangements to allow access without breaching the Buyer’s legal professional privilege); or

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(ii) it is inconsistent with a right an insurer may have in respect of the relevant Third Party Claim.

15.8 Exclusion of Consequential Loss

Neither Party is liable to the other Party for, and each Party releases the other Party in respect of, any Claim for any Consequential Loss.

15.9 Tax benefit

In calculating the Liabilities of the Seller in respect of a Claim, any:

(a) reduction in tax payable by the Buyer as a result of the Liabilities arising from that Claim; and

(b) amount of the Claim that is assessable or otherwise included in the determination of the Buyer’s liability for any Taxes,

must be taken into account.

15.10 Reduction of Purchase Price

(a) If a payment is made by the Seller for a breach of any of the Warranties, the payment is to be treated as a reduction in the Purchase Price.

(b) For the avoidance of doubt, the Parties acknowledge and agree that any such reduction will be allocated against the Tenements.

15.11 Duty to mitigate

A Party having a Claim against another Party (including under an indemnity contained in this Agreement) must take all reasonable steps to mitigate any Liabilities arising from such Claim.

15.12 Qualifications and limitations do not apply in the case of fraud

Notwithstanding any other provision of this Agreement, clause 15.2 (Limitation on Seller’s liability), does not apply to any Claim to the extent that it arises from or in connection with, or is increased as a result of, fraud on the part of the Seller or an Officer of the Seller.

16 Buyer’s Guarantee

16.1 Guarantee of the Buyer’s obligations

(a) The Buyer’s Guarantor acknowledges that it has received valuable consideration for entering into this Agreement.

(b) The Buyer’s Guarantor unconditionally and irrevocably guarantees to the Seller the due and punctual performance by the Buyer of its obligations under this Agreement, including the Buyer’s obligations under clauses 4, 6 and 7.

(c) As a separate undertaking, the Buyer’s Guarantor indemnifies the Seller against all Liabilities suffered or incurred by the Seller arising from, or in

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connection with, a breach by the Buyer of this Agreement (including a breach of the warranties given by the Buyer) to the extent that the Buyer would have been liable for the same under this Agreement.

(d) The Buyer’s Guarantor’s liability under this clause 16 is absolute and is not affected by anything which might operate to release or exonerate the Buyer’s Guarantor in whole or in part including:

(i) the grant to the Buyer of any time, waiver or other indulgence or concession;

(ii) any transaction or arrangement that may take place between the Seller, the Buyer, the Buyer’s Guarantor or any other person;

(iii) the Seller exercising or not exercising any other security or any of the rights conferred on it by Law or under this Agreement or any other agreement or failing to take security;

(iv) any discharge or release of any obligation of the Buyer, any other guarantor or any other person;

(v) any Insolvency, legal limitation, incapacity, disability, reorganisation, change in condition, nature or status or other circumstance related to the Buyer;

(vi) the Buyer’s obligations or any part of them becoming wholly or partially illegal, void or voidable, or unenforceable;

(vii) failure by the Seller to give notice to the Buyer’s Guarantor of any default by the Buyer under this Agreement;

(viii) any laches, acquiescence, delay, acts or omissions on the part of the Seller;

(ix) any variation or novation of a right of the Seller; and

(x) any alteration of this Agreement, or any agreement entered into in the performance of this Agreement, with or without the consent of the Buyer’s Guarantor.

(e) The guarantee and indemnity under this clause 16 is a continuing guarantee and indemnity and does not merge on Completion.

(f) In addition to the Buyer’s Guarantor’s obligations as guarantor under this clause 16, the Buyer’s Guarantor agrees that any obligations which may not be enforceable against it as guarantor will be enforceable against it as if it were the principal obligor in respect of the obligation.

(g) This guarantee and indemnity under this clause 16 may be enforced against the Buyer’s Guarantor without the Seller being required to exhaust any remedy it may have against the Buyer under this Agreement.

(h) If a Claim that a payment or transfer to the Seller in connection with this Agreement is void or voidable under Laws relating to insolvency or protection of creditors is upheld, conceded or compromised, then the Seller is entitled immediately as against the Buyer’s Guarantor to the

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rights to which it would have been entitled under this clause 16 if all or part of the payment or transfer had not occurred.

(i) Provided the payments are not claimed by any person to be void or voidable and that claim is upheld, the liability of the Buyer’s Guarantor under this clause 16 will cease upon full and final payment to the Seller of all of the components of each of:

(i) the Purchase Price;

(ii) the Pre-Completion Development Contribution; and

(iii) the funding of the Joint Venture costs overruns as detailed in the Joint Venture Agreement.

17 Excluded Assets

17.1 No interest

For the avoidance of doubt, the Parties acknowledge and agree that the Sale Interest does not extend to, and the Buyer does not obtain any right, interest or entitlement whatsoever in, any of the Excluded Assets even if the Excluded Assets are located on the Tenements.

18 GST

18.1 Goods and Sales Tax

(a) Terms used in this clause 18 which are defined in the GST Law but not otherwise defined in this Agreement have the same meanings as given to them by in the GST Law.

(b) The Parties agree that the transfer of the Sale Interest under this Agreement is a supply of a going concern within the meaning of subdivision 38-J of the GST Act, and the Parties intend that such a supply will be GST free such that clause 18.1(g) does not apply to it.

(c) The Seller warrants and represents that it:

(i) will supply to the Buyer all of the things that are necessary for the continued operation of an enterprise; and

(ii) will continue to carry on the enterprise without interruption until and including the Completion Date.

(d) The Buyer warrants that it is registered or required to be registered for GST under the GST Law as at the Completion Date.

(e) If, despite the agreement of the Parties and for any reason other than a breach of either of the Seller’s warranties in clause 18.1(c), the transfer of all or any part of the Sale Interest is not the supply of a going concern for GST purposes and is a taxable supply, then the following provisions of this Agreement will apply to that supply except that any additional amount payable under clause 18.1(g) is payable by the Buyer within 10 Business

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Days of receipt of a valid tax invoice for that taxable supply and that additional amount must be refunded to the Buyer if the assessment is overturned by the Commissioner of Taxation, a court or tribunal. In addition and subject to the above, the Buyer will indemnify the Seller for all interest, fines, penalties, charges and similar amounts payable as a result of the supply being incorrectly treated in whole or in part as the supply of a going concern. It will not be a defence to any claim for indemnification pursuant to this clause that the Seller failed to mitigate its loss and damage by paying an amount of GST when it fell due under the GST Law.

(f) Unless otherwise stated, all amounts payable by the recipient of a supply (Recipient) to the Party making the supply (Supplier), howsoever described in this Agreement, do not include GST.

(g) If a supply under this Agreement is subject to GST (other than by reverse charge), the Recipient must pay to the Supplier an additional amount equal to the amount payable in relation to that supply multiplied by the prevailing GST rate as calculated in accordance with the GST Law.

(h) The additional amount under clause 18.1(g) is payable at the same time as the amount payable in relation to the Supply is payable or to be provided.

(i) Despite clause 18.1(h), any additional amount payable in accordance with clause 18.1(g) need not be paid until the Supplier provides a Tax Invoice to the Recipient.

(j) If the amount of GST paid is more than is required under the GST Law the Supplier must refund the excess amount to the Recipient. If the amount of GST paid is less than is required under the GST Law, the Recipient must pay the Supplier the difference. In addition, the Supplier must notify the Recipient of the excess amount or difference within 10 Business Days after becoming aware of the variation to the amount of GST payable. If there is an adjustment event in relation to the supply, the requirement for the Supplier to notify the Recipient will be satisfied by the Supplier issuing to the Recipient an adjustment note within 10 Business Days after becoming aware of the occurrence of the adjustment event. For the purposes of calculating further variations under this clause 18, any additional amount referred to in clause 18.1(g) is taken to be amended by the amount of any earlier variation made under this clause 18.1(j).

(k) Notwithstanding any other provision in this Agreement, if a Party to this Agreement is entitled to be reimbursed or indemnified for a cost incurred by a Party in accordance with this Agreement, the amount of the reimbursement or indemnity shall not exceed the GST exclusive cost of the amount.

(I) If a Party to this Agreement is a member of a GST group, references to GST which the Party must pay, and to input tax credits to which the Party is entitled, include GST which the representative member of that GST group must pay and input tax credits to which the representative member is entitled.

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18.2 No merger

The provisions of this clause 18 do not merge and are not extinguished on Completion and will survive after Completion.

19 Confidentiality

19.1 Confidentiality agreement

The Parties acknowledge and agree that the existing Confidentiality Agreement will cease to have any force or effect on and from the Completion Date notwithstanding anything to the contrary in the Confidentiality Agreement.

19.2 Agreement confidential

Subject to clause 19.3, each Party agrees to keep the terms and conditions of this Agreement and any information relating to this Agreement (Confidential Information) confidential.

19.3 Exceptions

A Party may disclose Confidential Information:

(a) to the extent required by Law or applicable stock exchange requirements;

(b) that is generally available in the public domain other than as a result of a breach of this Agreement by such Party;

(c) to its (and its Related Bodies Corporate) respective directors, officers, employees, lawyers, auditors, tax advisers and financiers, and the financier’s lawyers, on a need to know basis;

(d) to a bona fide prospective buyer of shares in, or assets of, the Party, and such prospective buyer’s directors, officers, employees, professional advisers and financiers (prospective buyer’s representatives), provided that such prospective buyer has executed a confidentiality undertaking in respect of any Confidential Information provided to it and the prospective buyer’s representatives; or

(e) to any other third party (with the prior written consent of the other Parties, such consent not to be unreasonably withheld), provided such third party is, prior to disclosure, under an obligation to keep the information disclosed to it confidential pursuant to a confidentiality undertaking in a form acceptable to the other Parties, acting reasonably.

19.4 Public announcements

If any Party wishes to publish any public statement (including a press release) relating to or in any way connected with this Agreement or the transactions contemplated by it, then, to the maximum extent permitted by Law or the rules of any recognised stock exchange, that Party must notify and, where practicable, furnish a copy of the public statement to the other Parties prior to the issue of the public statement.

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20 General

20.1 Duty

(a) As between the Parties, the Buyer is liable for, must pay, and indemnify the other Parties for, all stamp duty, duty, or like duties or imposts (Duty) (including any fine, interest or penalty) payable or assessed on or in connection with:

(i) this Agreement;

(ii) any document executed under or required by or contemplated by this Agreement; and

(iii) any transaction evidenced, effected or contemplated by a document referred to in clause 20.1(a)(i) or clause 20.1(a)(ii).

(b) If a Party other than the Buyer pays any Duty referred to in clause 20.1(a) (including any fine, interest or penalty), in whole or in part, the Buyer must reimburse the paying Party without set-off or deduction immediately on demand.

20.2 Interest payable on overdue amounts

If any Party fails to pay the whole or part of any amount payable under this Agreement on or before the due date, such defaulting Party must, on demand, pay to the Party entitled to receive payment interest on such unpaid amount at the Interest Rate calculated on daily balances, and capitalised monthly, from (and including) the due date for payment to (but excluding) the date of actual payment.

20.3 Legal costs

Except as expressly stated otherwise in this Agreement, each Party must pay its own legal and other costs and expenses of negotiating, preparing, executing and performing its obligations under this Agreement.

20.4 Amendment

This Agreement may only be varied or replaced by a document executed by the Parties.

20.5 Waiver and exercise of rights

(a) A waiver of any provision of this Agreement, or consent to any departure from the terms of this Agreement, by any Party will not be effective unless in writing, and then such waiver or consent will be effective only in the specific instance and for the purpose for which it is given.

(b) A failure to exercise, or delay in exercising, any right, power or privilege under this Agreement will not operate as a waiver of that right, power or privilege, or of any other right, power or privilege under the Agreement.

(c) A single or partial exercise or waiver by a Party of a right relating to this Agreement does not prevent any other exercise of that right or the exercise of any other right.

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(d) A Party is not liable for any loss, cost or expense of any other Party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.

20.6 Rights cumulative

Except as expressly stated otherwise in this Agreement, the rights of a Party under this Agreement are cumulative and are in addition to any other rights of that Party.

20.7 Consents

Except as expressly stated otherwise in this Agreement, a Party may conditionally or unconditionally give or withhold any consent to be given under this Agreement and is not obliged to give its reasons for doing so.

20.8 Further steps

Each Party must promptly do whatever any other Party reasonably requires of it to give effect to this Agreement and to perform its obligations under it.

20.9 Deed

This Agreement is a deed. Factors which might suggest otherwise (such as the fact that it is referred to as an agreement) are to be disregarded.

20.10 Governing law and jurisdiction

(a) This Agreement is governed by, and is to be construed in accordance with, the Laws applicable in Western Australia, Australia.

(b) Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Western Australia, and any courts which have jurisdiction to hear appeals from any of those courts, and waives any right to object to any proceedings being brought in those courts.

20.11 Counterparts

This Agreement may consist of a number of counterparts and, if so, the counterparts taken together constitute one document.

20.12 Entire understanding

(a) This Agreement contains the entire understanding between the Parties as to the subject matter of this Agreement.

(b) All previous negotiations, understandings, representations, warranties, memoranda or commitments concerning the subject matter of this Agreement are merged in and superseded by this Agreement and are of no effect. No Party is liable to any other Party in respect of those matters.

(c) No oral explanation or information provided by any Party to another:

(i) affects the meaning or interpretation of this Agreement; or

(ii) constitutes any collateral agreement, warranty or understanding between any of the Parties.

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20.13 Invalidity

If anyone or more provisions of this Agreement is at any time invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired.

20.14 Assignment

A Party must not, without the prior written consent of the other Parties, assign its interest in the subject matter of this Agreement or any right under this Agreement.

20.15 Enurement

This Agreement will be binding upon, and continue for the benefit of, the Parties and their respective successors and permitted assigns.

20.16 Independence of indemnities

(a) Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the indemnifying Party and survives the termination of this Agreement.

(b) It is not necessary for a Party to incur expense or make a payment before enforcing any indemnity conferred by this Agreement.

21 Notices

21.1 General

A notice, demand, certification, process or other communication relating to this Agreement (Notice) must be in writing in English and may be given by an agent of the sender.

21.2 How to give a Notice

In addition to any other lawful means, a Notice may be given by being:

(a) personally delivered;

(b) left at the Party’s current address for Notices;

(c) sent to the Party’s current address for Notices by pre-paid ordinary mail or, if the address is outside Australia, by pre-paid airmail; or

(d) emailed to the Party’s current email address for Notices.

21.3 Particulars for Notices

(a) The particulars for delivery of Notices are initially the particulars set out below:

Seller
Address	Level 2, 26 Colin Street, West Perth, Western Australia

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Email address	perth@goldroad.com.au
Attention:	Company Secretary
Buyer
Address	Delivery address:	Level 5, 50 Colin Street
		West Perth WA 6005
	Postal address:	PO Box 628
		West Perth WA 6872
Email address	GFA.CompanySecretary@goldfields.com
Attention:	Company Secretary
Buyer’s Guarantor
Address	Delivery address:	Level 5, 50 Colin Street
		West Perth WA 6005
	Postal address:	PO Box 628
		West Perth WA 6872
Email address	GFA.CompanySecretary@goldfields.com
Attention:	Company Secretary

(b) A Party may change its particulars for delivery of Notices by notice to each other Party.

21.4 Service by post

Subject to clause 21.7, a Notice given by post is deemed to be received:

(a) if posted within Australia to an Australian address, on the third Business Day after posting; and

(b) in any other case, on the tenth Business Day after posting.

21.5 Service by email

Subject to clause 21.7, a Notice is given if sent by email on the first to occur of the following:

(a) when it is dispatched by the sender to the recipient’s email address, unless the sender receives an automatic notification that the e-mail has not been received (other than an out of office greeting for the named addressee) and it receives the notification within 2 hours of the dispatch; and

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(b) the sender receiving a message from the intended recipient’s information system confirming delivery of the email.

21.6 Process service

Any process or other document relating to litigation, administrative or arbitral proceedings in relation to this Agreement may be served by any method contemplated by this clause in addition to any means authorised by Law.

21.7 Service after hours

If a Notice to a Party is received by it:

(a) after 5.00 pm in the place of receipt; or

(b) on a day which is not a Business Day,

it is to be taken to have been received at 9.00am on the next Business Day.

21.8 Knowledge, belief and awareness

(a) If a statement (including a Warranty) is made or given by the Seller on the basis of its knowledge, belief or awareness, the Seller will be deemed to know or be aware of a particular fact, matter or circumstance if any of the persons occupying the following positions with the Seller as at the date of this Agreement:

(i) the directors of the Seller;

(ii) Project Director;

(iii) General Manager, Operations;

(iv) General Manager, Finance; and

(v) Legal Counsel,

of the Seller is actually aware of that fact, matter or circumstance at the date the statement (or Warranty) is made or given or would reasonably be expected to be aware of that fact, matter or circumstance if, at the date the statement (or Warranty) is made or given, any of them had made all reasonable inquiries as to the accuracy of the statement.

(b) If a statement (or warranty) is made or given by the Buyer on the basis of its actual knowledge, belief or awareness, the Buyer will be deemed to know or be aware of a particular fact, matter or circumstance if any of the Specified Personnel are actually aware of that fact, matter or circumstance at the date the statement (or warranty) is made or given or would reasonably be expected to be aware of that fact, matter or circumstance if, at the date the statement (or warranty) is made or given, any of them had made all reasonable inquiries as to the accuracy of the statement.

(c) In assessing the state of knowledge, belief or awareness under clauses 21.8, any fact, matter or circumstance which is obtained or occurs after the date of this Agreement will not be taken to be known by the relevant party (except in the case of clauses 2.4 (Notices), 11.6 (Authorisations),

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15.6 (Notice of Claims), 15.7 (Dealing with Third Party Claims after Completion) and 18.1 (GST)).

22 Expert

22.1 When appointed

Wherever under this Agreement:

(a) any matter is expressly to be referred to an Expert; or

(b) the Parties agree that a point of difference between them will be resolved by an Expert,

then unless specifically provided otherwise, the matter in issue will be referred to an Expert for determination and this clause will apply.

22.2 Appointment

The procedure for the appointment of an Expert will be as follows:

(a) the Party wishing the appointment to be made will give notice in writing to that effect to the other Parties and give details of the matter which it proposes will be resolved by the Expert;

(b) within ten Business Days from the date of that notice, the Parties will meet in an endeavour to agree upon a single Expert (who will be independent of the Parties and will have qualifications and experience appropriate to the matter in dispute) to whom the matter in dispute will be referred for determination; and

(c) if within 10 Business Days of the said notice the Parties fail to agree upon the appointment of a single Expert then any Party may request the nomination of an Expert by:

(i) the President of the Australasian Institute of Mining and Metallurgy to appoint the Expert, if the subject matter of the dispute relates to a technical issue;

(ii) the President of the Institute of Chartered Accountants in Australia, if the subject matter of the dispute relates to a financial issue including a dispute under clause 7.2(b);

(iii) the President of the Western Australian Law Society, if the subject matter of the dispute relates to a legal issue;

(iv) the National Chairman of the Australian Institute of Company Directors, if the subject matter of the dispute relates to any other issue.

(collectively an Independent Body), which nominee the Parties must appoint.

(d) If an Independent Body fails to nominate an Expert within ten business days of being requested to do so, or otherwise refuses to make such an

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appointment, then any Party may request the appointment of an Expert by the President of the Institute of Arbitrators & Mediators Australia.

22.3 Instructions

The Expert will be instructed to:

(a) determine the dispute within the shortest practicable time; and

(b) deliver a report stating his opinion with respect to the matters in dispute and setting out the reasons for the decision.

22.4 Procedure

(a) The Expert will determine the procedures for the conduct of the process in order to resolve the dispute and must provide each Party with a fair opportunity to make submissions in relation to the matter in issue.

(b) Any process or determination of the dispute by the Expert will be made as an expert and not as an arbitrator and the determination of the Expert will be final and binding on the Parties without appeal so far as the Law allows and except in the case of manifest error or where a Party to the matter in issue has not been provided with a fair opportunity to make submissions in relation to the matter in issue.

22.5 Costs

Each Party will bear its own costs of and incidental to any proceedings under this clause 22.5. The costs of the Expert will be borne in equal shares between the Buyer and the Seller except as otherwise may be provided in this document.

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Schedule 1

Warranties

The Seller warrants to the Buyer that, subject to the exceptions contemplated in this Agreement or as otherwise agreed between the Parties:

1 Information

1.1 The Seller has not included any information in the Disclosure Materials that it is aware when considered in the context of the Disclosure Materials as a whole, is inaccurate or misleading in any material respect.

1.2 The Seller has not knowingly or deliberately omitted from the Disclosure Materials any information that it is aware would render the Disclosure Materials, when taken as a whole, being misleading in any material respect.

1.3 The Seller has not knowingly or deliberately withheld information which it is aware is material to the Buyer and which has not otherwise been disclosed to the Buyer or is known to the Buyer. For the purposes of this clause, the Q&A process conducted with the Buyer will constitute reasonable enquiries by the Seller in assessing the Seller’s awareness of what is material to the Buyer.

2 Title to Sale Interest

2.1 The Seller is the absolute and sole legal and beneficial owner of the Sale Interest.

2.2 As at Completion, the Seller will have full right, title and authority to transfer to the Buyer the Sale Interest free from Encumbrances (other than any Permitted Encumbrances).

2.3 There is no option, right to acquire, Encumbrance (other than any Permitted Encumbrance), lease or caveat over or affecting the Sale Interest.

2.4 The Seller has not disposed of, agreed to dispose of, granted, or agreed to grant, any option in respect of the Sale Interest to any other person.

2.5 No third party has any rights or interests in the Sale Interests other than pursuant to the Permitted Encumbrances, the Contracts or the Royalty Obligations.

3 Tenements

3.1 As far as the Seller is aware:

(a) the Tenements are valid, subsisting and in good standing and full force and effect;

page 57

(b) there have not been any material breaches of the Tenements; and

(c) the Tenements are not liable to cancellation or forfeiture for any reason.

3.2 There are no current, and the Seller is not aware of any threatened, Claims, notices or proceedings that may lead to a judgment, order or writ affecting any Tenement.

3.3 There is no unsatisfied judgment, order or writ of execution which affects any Tenement.

3.4 The Seller has not received any notice or information regarding, nor is it aware of any circumstances that would result in, forfeiture or cancellation of a Tenement.

3.5 The Seller has not received or issued a notice of default in relation to the Tenement, and the Seller is not aware of any fact, matter or circumstance that would give rise, or would reasonably be likely to give rise, to a right:

(a) for the Seller to issue such a notice to a third party; or

(b) for a third party to issue such a notice to the Seller.

3.6 No notice has been served on the Seller in respect of the Tenement which might materially impair, prevent or otherwise interfere with the use of proprietary rights in the Tenement.

3.7 The Seller has paid all rents, fees, charges and levies that are due and payable with respect to each Tenement.

4 Environment

4.1 So far as the Seller is aware, no event has occurred, or any fact or circumstance exists, in respect of the Sale Interest, which:

(a) with the giving of notice, or the lapse of time, or both, would cause the Seller or the Buyer to be in breach of any Environmental Law;

(b) may require the Seller or the Buyer to carry out any work or pay any money in relation to the Sale Interest or the Tenements to comply with any Environmental Law or any notice or requirement issued pursuant to any Environmental Law other than rehabilitation and restoration obligations for work and activities carried out on the Tenements to date; or

(c) will, or would reasonably be likely to, give rise to a Claim from any person against the Buyer and / or the Seller relating to a breach by the Seller of any Environmental Law.

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5 Litigation

5.1 Except as disclosed in the Disclosure Material:

(a) the Seller is not engaged in any dispute, claim, prosecution, litigation or arbitration proceedings affecting the Sale Interest or the Tenements (Proceedings );

(a) the Seller is not aware that any Proceedings are pending;

(b) no Proceedings are threatened in respect of which verbal or written communication has been given or received by the Seller;

(c) there is no unsatisfied judgment, order or writ of execution which affects the Sale Interest;

(d) there is no order of a Court or other competent authority affecting the ability of the Seller to complete this Agreement.

5.2 There are no disputes of which the Seller is aware which are likely to give rise to any Proceedings.

5.3 The Seller is not aware of any Claim threatened or pending against the Seller in respect of the Sale Interest or the Tenement.

6 Contracts

6.1 There are no material contracts, agreements or arrangements with third parties affecting the Sale Interests other than the Contracts and the Royalty Obligations.

6.2 The Seller is not in default and would not, but for the requirements of notice or lapse of time, be in default under any Contract, where such default would give rise to a ground for termination, avoidance or repudiation of any Contract.

6.3 As far as the Seller is aware, no other party to any Contract is in default, or would be in default but for the requirements of notice or lapse of time, under that Contract, where such default would give rise to a ground for termination, avoidance or repudiation of any Contract.

6.4 The Seller has not received, or given, any default notice or notice of termination or repudiation of any Contract and no party has threatened to terminate or repudiate any Contract.

6.5 So far as the Seller is aware, no fact or circumstance exists which might indicate or give rise to a ground for termination, avoidance or repudiation of any Contract.

7 Compliance with applicable Laws and Authorisations

7.1 As far as the Seller is aware, the Seller has complied in all material respects with all applicable Laws in respect of the Sale Interest and the Tenements, and

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no material contravention or allegation of any material contravention of any applicable Law or Tenement is known to the Seller.

7.2 As far as the Seller is aware:

(a) the Seller has all of the Authorisations necessary to conduct the activities on the Tenements as it is currently being conducted by the Seller;

(b) the Seller has all of the material Authorisations necessary to access the area of the Project contemplated by the Feasibility Study;

(c) the Seller is not in default in any material respect of any of the requirements of the Authorisations nor has it received any notification that any Authorisation is or is likely to be modified in a material respect, revoked, suspended or not renewed.

8 Corporate

8.1 The Seller enters into and performs this Agreement on its own account and not as trustee for, or nominee of, any other person.

9 Anti-Corruption

9.1 The Seller has complied with all applicable anti-corruption laws including all relevant Australian anti-corruption, anti-bribery, anti-money laundering laws, regulations, statutes and practices.

10 Pastoral Lease

10.1 The Seller is the sole legal and beneficial owner and the sole occupier of the Pastoral Lease.

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Schedule 2

Tenements

1 Gruyere Specific Tenements

Tenement Number	Status	Reporting Group
E38/1932	Granted	C267/1994
E38/3076	Application
M38/1267	Granted
L38/180	Granted
L38/210	Granted
L38/211	Granted
L38/233	Grantee
L38/235	Granted
L38/237	Granted
L38/250	Application
L38/251	Granted
L38/252	Application
L38/253	Application
US/254	Granted
L38/255	Granted
L38/256	Granted
L38/259	Application
L38/260	Application

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2 Other Tenements

Tenement Number	Status	Reporting Group
E38/1964	Granted	C267/1994
M38/435	Granted	C267/1994
M38/436	Granted	C267/1994
M38/437	Granted	C267/1994
M38/438	Granted	C267/1994
M38/439	Granted	C267/1994
M38/788	Granted	C267/1994
M38/814	Granted	C267/1994
M38/841	Granted	C267/1994
M38/1178	Granted
M38/1179	Granted
M38/1255	Granted
L38/186	Granted
L38/227	Granted
L38/230	Granted

3 South Yamarna JV Tenements

Tenement number	Status	Reporting Group
E38/2291	Granted
E38/2292	Granted
E38/2293	Granted
E38/2294	Granted
E38/2363	Granted
E38/2427	Granted
E38/2507	Granted
E38/2531	Granted
E38/2902	Granted
E38/2917	Granted

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E38/2930	Granted
E38/2944	Granted
E38/2967	Granted
E38/2968	Granted
E38/3104	Granted
E38/3105	Granted
E38/3106	Granted
E38/2355	Granted
E38/3107	Granted
L38/236	Granted

page 63

Schedule 3

Contracts

Native title and heritage

1. Native Title Agreement dated 3 May 2016

Access agreements

2. Access Agreement dated 6 August 2012 between Uranex Limited and Seller (L38/210)

3. Access Agreement undated between Sammy Resources Pty Ltd and Seller (L38/227 and L38/229)

4. Access Agreement dated 12 June 2014 between Seller and Montezuma Mining Company Ltd (L38/211)

5. Access Agreement dated 31 October 2014 between Seller and MMC (L38/211)

6. Access Agreement dated 2014 between Seller and Landslide Investments Pty Ltd (L38/210)

7. Access Agreement dated 21 April 2015 between Seller and Eastern Goldfields Mining Company Pty Ltd (L38/180, L38/210, L38/227 and L38/229)

8. Access Agreement dated 26 May 2015 between Seller and Magnis Resources Limited (L38/237)

9. Access Agreement dated 12 June 2015 between EGMC and Seller (L38/237)

10. Access Agreement dated 7 July 2016 between Ucabs Pty Ltd and Seller (L38/252)

11. Access Agreement dated 19 August 2016 between MMC and Seller (L38/251)

12. Access Agreement dated 19 August 2016 between MMC and Seller (L38/211)

13. Access Agreement dated 2 September 2016 between Seller and Alloy Resources Limited (L38/250)

14. Letter of Undertaking in respect of L38/253 dated 27 September 2016 from Gold Road to Shire of Laverton (L38/253)

Lease Agreement

15. Lease undated between Alsanto Nominees Pty Ltd and Seller (subject to clause 5.8)

Early works

16. Consultancy Agreement dated 29 September 2016 between Gold Road (Gruyere) Pty Ltd and GR Engineering Services Limited

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17. Amended Form of AS4000-1997 – General Conditions of Contract between Gold Road (Gruyere) Pty Ltd and Acqua Drill Resources Pty Ltd dated 17 October 2016

18. Early Works Agreement dated 25 October 2016 between APA Operations Pty Ltd and Seller

19. Asset Purchase Agreement dated 20 October 2016 between Seller and Roy Hill Rail Camps 1 & 4

Procurement agreements

20. Earthwork Infrastructure Design agreement dated 22 February 2016 between Seller and Coffey Geotechnics Pty Ltd

21. Earthwork infrastructure design agreement dated 25 February 2016 between Seller and Shawmac Pty Ltd

22. Earthwork infrastructure design agreement dated 25 February 2016 between Seller and Aerodrome Management Services Pty Ltd

23. Mining engineering services agreement dated 18 March 2016 between Seller and AMC Consultants Pty Ltd

24. Contract for transport route survey services dated 20 May 2016 between Seller and Panalpina World Transport Pty Ltd

25. Contract for mining feasibility study 3rd party review dated 8 August 2016 between Seller and Orelogy

26. Contract for geotechnical engineering 3rd party review dated 1 July 2016 between Seller and AMC Consultants Pty Ltd

27. Communications infrastructure design contract dated 5 May 2016 between Seller and Corpcloud Pty Ltd

28. Contract for Gruyere Part IV approval dated 6 April 2016 between Seller and MBS Environmental

29. Contract for Feral Animal Surveys and Management Plan dated 29 April 2016 between Seller and Animal Pest Management Services Pty Ltd

30. Contract for temporary constructions camp and landfill mining proposal/ closure plan and works approval application dated 15 April 2016 between Seller and Botanica Consulting Pty Ltd

31. Contract for tailings storage facility 3rd party review dated 29 June 2016 between Seller and Furgo AG Pty Ltd

32. Contract for traditional ecological knowledge (TEK) and Maleefowl surveys dated 1 July 2016 between Seller and Botanica Consulting Pty Ltd

33. Professional services agreement undated between Seller and Land Surveys No Problems Just Solutions Pty Ltd

34. Construction contract dated 3 June 2016 between Seller and Tye No 2 Pty Ltd

35. Construction contract dated 22 August 2016 between Seller and Tye No 2 Pty Ltd

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36. Consultancy Services Agreement dated 7 September 2016 between Seller and Coffey Corporate Services Pty Ltd

37. Agreement dated 22 April 2016 between Seller and Technical Resources Pty Ltd re Mark Wenn (including Technical Resources general terms and conditions)

38. Letter of award dated 22 March 2016 from Seller to Stygofauna Survey Services

Royalty Agreements

39. Yamarna Option Deed and Royalty (Carmody, Gill, Stehn) dated 21 June 1994

40. Deed of Assignment and Assumption - Carmody Royalty Agreement between Ascarco Exploration Company Inc, Yamarna Goldfields Limited and Eleckra Mines Limited dated 23 June 2006

41. Letter Agreement re royalty deed between the Seller and Carmody dated 12 November 2014

42. Letter Agreement between the Seller and Trent Stehn dated 3 July 2015

Other

43. Aviation Contract dated 17 August 2016 between Seller and Skippers Aviation Services Pty Ltd

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Schedule 4

Purchase Price Allocation

The Purchase Price is allocated to the Sale Interest as set out below:

Item	Purchase Price Allocation
Tenements and Mining Information	$	349,000,000
Plant and Equipment	$	1,000,000
Purchase Price	$	350,000,000

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Schedule 5

Royalty Agreements

1. Deed dated 21 June 1994 between Harold Carmody, Neil Gill and Trent Stehn as the Vendors, and MC Management Pty Ltd and Zanex NL.

2. Deed of Assignment and Assumption - Carmody Royalty Agreement dated 23 June 2006 between Ascarco Exploration Company Inc, Yamarna Goldfields Limited and Eleckra Mines Limited.

3. Letter Agreement dated 12 November 2014 between the Seller and Harold Carmody.

4. Letter Agreement dated 3 July 2015 between the Seller and Trent Stehn.

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Schedule 6

GOR Employees

	Employee No.	First Name	Surname	Classification	Employment Status
1	100002	Maxwell	Briggs	Principal Metallurgist	Full Time - Fixed Term Contract
2	100003	Warren	Broadbent	Mechanical Engineer	Full Time - Fixed Term Contract
3	100006	Megan	Clay	Document Controller	Full Time - Fixed Term Contract
4	100017	Andrew	Grindley	Electrical Engineer	Full Time - Fixed Term Contract
5	100055	Andrew	Hollis	Project Mining Manager	Full Time - Fixed Term Contract
6	100019	Tony	Jones	Project Controls Manager	Full Time - Fixed Term Contract
7	100022	Aaron	King	Engineering Manager	Full Time - Fixed Term Contract
8	100023	George	Koch	Contracts and Procurement Manager	Full Time - Fixed Term Contract
9	100024	Eng (Sim)	Lau	Development Manager	Full Time
10	100028	Elaine	Marson	Receptionist/Admin	Part Time
11		Geoff	Cowie	Technical Writer	Full Time - Fixed Term Contract
12	100031	Michael	Munday	Infrastructure Engineer	Full Time - Fixed Term Contract
13	100035	Cuong	Ngo	Grad Project Engineer	Full Time - Fixed Term Contract
14	100036	Leroy	Ober	Health/Safety Advisor	Full Time - Fixed Term Contract
15	100056	Gaetano	Spagnolo	Cost & Scheduling Engineer	Full Time - Fixed Term Contract
16	100034	Kassey	Murray	Receptionist/Admin Assistant	Part Time

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Executed as a deed.

Executed by Gold Road Resources Limited in accordance with section 127 of the Corporations Act by:	) )
/s/ Ian Murray		/s/ Justin Osborne
Director		Director
Ian Murray		Justin Osborne
Name of Director (print)		Name of Director (print)
Executed by Gruyere Mining Company Pty Ltd in accordance with section 127 of the Corporations Act by:	)
	)
/s/ Kelly M Carter		/s/ Cornelus Du Toit
Company Secretary		Director
Kelly M Carter		Cornelus Du Toit
Name of Company Secretary (print)		Name of Director (print)
Executed by Gold Fields Australia Pty Ltd ABN 91 098 385 285 in accordance with section 127 of the Corporations Act by:	)
	)
/s/ Kelly M Carter		/s/ Cornelus Du Toit
Company Secretary		Director
Kelly M Carter		Cornelus Du Toit
Name of Company Secretary (print)		Name of Director (print)

page 70

EX-4.20

Exhibit 4.20

Corrs Chambers Westgarth

Execution Version

6 December 2016

Gold Road Resources Limited

Gruyere Mining Company Pty Ltd

Gruyere Management Pty Ltd

Gold Fields Australia Pty Ltd

Gruyere Project Joint Venture Agreement

Gruyere Project Joint Venture Agreement page i

Corrs Chambers Westgarth

Contents

1	Definitions		1
2	Joint Venture		19
	2.1	Establishment of Joint Venture	19
	2.2	Interests	19
	2.3	Tenants in common	19
	2.4	No partition	20
	2.5	Rights and obligations several	20
	2.6	No partnership	20
	2.7	No agency	20
	2.8	Mutual indemnity	20
	2.9	Indemnity against additional Costs	20
	2.10	Mutual obligations	20
	2.11	Protection of Titles	20
	2.12	Maintain Titles	21
	2.13	Entitlement to Product	21
	2.14	Intellectual Property	21
	2.15	No restriction on other business	22
	2.16	Rights to future titles in certain circumstances	22
	2.17	Area of Interest	23
	2.18	GOR Exploration Assets	25
	2.19	Pastoral Lease	25
3	Term and termination		28
	3.1	Effective Date	28
	3.2	Term of Joint Venture	28
	3.3	Disposal of Joint Venture Assets upon termination	28
	3.4	Certain obligations continue beyond termination	29
4	Management Committee		29
	4.1	Establishment of Management Committee	29
	4.2	Composition of Management Committee	29
	4.3	Meetings	30
	4.4	Notice of meetings	30
	4.5	Quorum	31
	4.6	Chairman	31
	4.7	Voting rights	31
	4.8	Ordinary Decisions	32
	4.9	Special Majority Decisions	32
	4.10	Advisers	32
	4.11	Authority of Representative	32
	4.12	Resolution without meeting	32
	4.13	Manager’s delegate	33
	4.14	Minutes	33
	4.15	Sub-committees	33
	4.16	Project Steering Committee and Technical Committee	34

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Corrs Chambers Westgarth

	4.17	Services	34
	4.18	Recommendations and decisions of sub-committees	35
5	Manager		35
	5.1	Appointment of Manager	35
	5.2	Resignation	35
	5.3	Removal of Manager	35
	5.4	Removal on withdrawal from Joint Venture	36
	5.5	Assignment of Management Right with Interest	37
	5.6	Appointment of new Manager	38
	5.7	Delivery of property on change of Manager	39
	5.8	Liability of Manager	40
	5.9	Indemnity for Manager by Participants	40
	5.10	Indemnity by Manager of Participants	40
	5.11	Liability for Exploration Manager as delegate	40
	5.12	No other roles by Manager	40
6	Powers and Duties of Manager		40
	6.1	Conduct of Operations	40
	6.2	Funding of Manager	43
	6.3	Proper practices in Operations	44
	6.4	Independent status of Manager	44
	6.5	Delegation	44
	6.6	Manager’s custody of Joint Venture Assets	44
	6.7	Key Appointments	45
	6.8	Secondees to manager	46
	6.9	Contracts with Affiliates of Manager	46
	6.10	Contracts with third parties	46
	6.11	Gold Fields Pricing Advantage	47
	6.12	No profit or loss by Manager	48
	6.13	Good faith	49
	6.14	Ratify actions of Manager	49
7	Insurance		49
	7.1	Manager to insure	49
	7.2	Management Committee approvals	50
	7.3	Insurer	50
	7.4	Participants may insure	50
	7.5	Advice to Participants of change in insurances	51
	7.6	Insurance by contractors	51
8	Budgets and planning		51
	8.1	Optimising Initial Development Plan and Budget	51
	8.2	Commencement under Initial Development Plan and Budget	51
	8.3	Preparation and approval of the LOM Business Plan	52
	8.4	LOM Business Plan – Contents	52
	8.5	Revision of LOM Business Plan	54
	8.6	Approval of LOM Business Plan and revisions	55

Gruyere Project Joint Venture Agreement page iii

Corrs Chambers Westgarth

	8.7	Temporary Operating Plan if LOM Business Plan not approved	55
	8.8	LOM Business Plan is binding on the Manager	55
	8.9	Urgent Action	56
9	Provision of Funds		57
	9.1	Proportional contribution	57
	9.2	Manager may apply funds held	57
	9.3	Monthly Cash Call	57
	9.4	GFA Sole Funding Obligations	58
	9.5	Payment of Called Sum	59
	9.6	GFA Funding for Significant New Called Sum	60
	9.7	Payment from Deferred Consideration	61
	9.8	Emergency Cash Call	62
	9.9	Bank account	62
	9.10	Disbursements from bank account	62
	9.11	Repayment of surplus funds	63
	9.12	Accounting for Called Sums	63
10	Records, accounts and reports		63
	10.1	Manager to keep records and accounts	63
	10.2	Place for records	64
	10.3	Annual financial statement	64
	10.4	Monthly report	64
	10.5	Other reporting requirements	65
	10.6	Information and data	65
	10.7	Copies of reports to Participants	67
	10.8	Format	67
	10.9	Additional reporting	67
11	Audit and Access		68
	11.1	Audit	68
	11.2	Participant’s access to records	68
	11.3	Access to Project Area and Joint Venture Assets	69
12	Confidential Information		70
	12.1	Information to be kept confidential	70
	12.2	Protection of Confidential Information	71
	12.3	Announcements	71
	12.4	Continuing confidentiality obligation	71
	12.5	Standstill	71
	12.6	Right to participate in pro rata issues	72
	12.7	Termination of Standstill	72
13	Financial support from GFA		73
	13.1	Assistance from GFA	73
	13.2	GOR external funding	73
	13.3	No Security Interest	74
	13.4	No request if Event of Default	74
	13.5	Personal rights	75

Gruyere Project Joint Venture Agreement page iv

Corrs Chambers Westgarth

14	Assignments and charges		75
	14.1	Restrictions on assignments and charges	75
	14.2	Permitted transfer to Affiliates	75
	14.3	Transfer of Participant’s Interest	76
	14.4	Rights of pre-emption	77
	14.5	Requirements of the offer to Continuing Participants	79
	14.6	Charge of Participant’s Interest	81
	14.7	Notice of intention to create Security Interest	81
	14.8	Sale of Interest by Chargee	82
	14.9	Set off	82
	14.10	Assumption of Joint Venture obligations by transferee	82
	14.11	Change in Control	83
15	Defaults and remedies		84
	15.1	Event of Default	84
	15.2	Notices of default	85
	15.3	Payment of interest upon default	85
	15.4	Rights following an Event of Default	86
	15.5	Payment of Unpaid Called Sum	86
	15.6	Delivery of Cross Security	87
	15.7	Option to acquire Interest of Defaulting Participant	87
	15.8	Value of Interest of Defaulting Participant	91
	15.9	Remedies not exclusive	93
16	Guarantee		93
	16.1	Guarantee of GFA’s obligations	93
	16.2	Cessation of Guarantee	95
17	Force Majeure		95
	17.1	Force Majeure occurrence	95
18	General		96
	18.1	Representations and warranties	96
	18.2	Duty	96
	18.3	Legal costs	97
	18.4	No liability for consequential losses	97
	18.5	Amendment	97
	18.6	Waiver and exercise of rights	97
	18.7	Rights cumulative	97
	18.8	Certain rights are personal to GOR	97
	18.9	Consents	99
	18.10	Further steps	99
	18.11	Governing law and jurisdiction	99
	18.12	Counterparts	100
	18.13	Entire understanding	100
	18.14	Severability	100
	18.15	PPS Act	100
	18.16	Construction	100

Gruyere Project Joint Venture Agreement page v

Corrs Chambers Westgarth

	18.17	Headings	102
	18.18	Adjustment of Thresholds	102
19	Notices		102
	19.1	General	102
	19.2	How to give a communication	102
	19.3	Particulars for delivery of	103
	19.4	Communications by post	103
	19.5	Communications by email	103
	19.6	Process service	104
	19.7	After hours communications	104
20	GST		104
	20.1	Construction	104
	20.2	Consideration GST exclusive	105
	20.3	Payment of GST	105
	20.4	Timing of GST payment	105
	20.5	Tax invoice	105
	20.6	Adjustment event	105
	20.7	Reimbursements	105
	20.8	Calculations based on other amounts	106
	20.9	No merger	106
	20.10	GST joint venture	106
21	Expert determination		106
	21.1	When appointed	106
	21.2	Appointment	106
	21.3	Instructions	107
	21.4	Procedure	107
	21.5	Costs	107
22	Dispute resolution		108
	22.1	Dispute resolution process	108
	22.2	Dispute Notice	108
	22.3	Meeting of the parties’ designated representatives	108
	22.4	Meeting of Senior Executives and Chief Executive Officers	108
	22.5	Urgent interlocutory relief	109
23	First Right of Refusal – GOR		109
	23.1	Application	109
	23.2	Right of first refusal	109

Gruyere Project Joint Venture Agreement page vi

Corrs Chambers Westgarth

Schedule 1 - Titles	113
Schedule 2 - Deed of Cross Security	116
Schedule 3 – Accounting Procedure	117
Schedule 4 - Supermajority Decisions	118
Schedule 5 - Exploration Works	121
Annexure A - Initial Development Program and Budget	122
Annexure B - North Yamarna Tenements	123
Annexure C - South Yamarna Tenements	125
Annexure D - Confidentiality Undertaking	126
Annexure E - Auditor’s Confidentiality Undertaking	127
Annexure F - Area of Interest	128
Annexure G - Standing Pre-Approved List	129

Gruyere Project Joint Venture Agreement page vii

Corrs Chambers Westgarth

Date 6 December 2016

Parties

Gold Road Resources Limited ABN 13 109 289 527 of Level 2, 26 Colin Street, West Perth, Western Australia (GOR)

Gruyere Mining Company Pty Ltd ACN 615 729 005 of Level 5, 50 Colin Street, West Perth, Western Australia (GFA)

Gruyere Management Pty Ltd ACN 615 728 795 of Level 5, 50 Colin Street, West Perth, Western Australia (GFAM)

Gold Fields Australia Pty Ltd ABN 91 098 385 285 of Level 5, 50 Colin Street, West Perth, Western Australia (GFA Guarantor)

Background

A The Participants have agreed to associate themselves in an unincorporated joint venture for the exploration and, where appropriate, development and mining, of the Project Area.

B The terms of the Joint Venture are set out in this document.

C GFA Guarantor has agreed to guarantee the obligations of GFA under this document.

Agreed terms

1 Definitions

In this document these terms have the following meanings:

Abandon	To intentionally and permanently give up, surrender, leave and relinquish all, substantially all, or a severable part, of the Operations or Joint Venture Assets, whether by way of removal, placement on permanent care and maintenance or other basis and Abandonment has the corresponding meaning.
Accounting Procedure	The accounting procedure set out in schedule 3.
Act	Mining Act 1978 (WA).

Gruyere Project Joint Venture Agreement page 1

Corrs Chambers Westgarth

Adviser	The meaning given in clause 4.10.
Affected Party	The meaning given to that term in clause 17.1(a).
Affiliate	With respect to any corporation, another corporation which Controls, is Controlled by, or is under common Control with, such corporation.
Approved Budget	A Proposed Budget approved by the Management Committee in accordance with clause 8, as amended or updated from time to time in accordance with clause 8.
Approved EA Budget	A Proposed EA Budget approved as part of Approved Budget.
Approved Closure Plan	The Closure Plan approved by the Management Committee and the Department of Mines and Petroleum as at the Effective Date, as amended, updated or supplemented from time to time in accordance with this document and in compliance with applicable Laws.
Area of Interest	The area shown on the map set out in annexure F as the Area of Interest being an area of 10 kilometres from the external boundary of the North Yamarna Tenements and South Yamarna Tenements.
Business Day	A day which is not a Saturday, Sunday or public holiday in Perth.
Capital Costs	All costs of a type which are treated as capital costs in accordance with International Financial Reporting Standards.
Capital Costs Overruns	Means the excess of actual cost of Capital Works above the Capital Costs estimated for those Capital Works in the Initial Development Plan and Budget other than where the excess relates to the following:
	(a)	Force Majeure;
	(b)	a variation to the scope of the works in the Initial Development Plan and Budget which is approved by a Special Majority Decision; or
	(c)	GFA’s sole funding obligations under clause 9.4(c).
Capital Works	Capital works and services, either associated with the initial development of the Project or a future expansion project or other development in respect of the Operations or to further support, sustain, expand, suspend, Rehabilitate or Abandon Operations, where applicable as approved by the Management

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	Committee.
Called Sum	The meaning given in clause 9.3(b)(iv).
Cash Call	The meaning given in clause 9.3(b).
Chairman	The meaning given to that term in clause 4.6.
Change in Control	In relation to any entity (the first mentioned entity):
	(a)	a change in the entity that Controls the first mentioned entity (other than if the Ultimate Holding Company of the first mentioned entity remains the same following the change);
	(b)	an entity that Controls the first mentioned entity ceases to Control that entity (other than if the Ultimate Holding Company of the first mentioned entity remains the same following the change); or
	(c)	if the first mentioned entity is not Controlled, another entity acquires Control of the first mentioned entity.
Chargee	The meaning given in clause 14.6(a), and for the avoidance of doubt does not include the Participants and the Manager under the Deed of Cross Security.
Circular Resolution	The meaning given to that term in clause 4.12(a).
Claim	Means any claim, demand, legal proceeding, suit or cause of action of any nature however arising, including any claim, demand, legal proceeding, suit or cause of action:
	(a)	based in contract (including for breach of contract under this document);
	(b)	based in tort (including misrepresentation and negligence);
	(c)	under common law or in equity;
	(d)	under statute (including the Australian Consumer Law),
	whether present or future, ascertained or unascertainable, actual or contingent, and in any way related to, or in connection with the Joint Venture or this document.
Closure Plan	The plan for Rehabilitation, Mine Closure and Abandonment of the Operations.
Commonwealth	The Commonwealth of Australia, and includes the Government and any authority or instrumentality of the Commonwealth of Australia.

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Competent Person	A person who qualifies as a “Competent Person” for purposes of the JORC Code and, where it is applicable to any Participant, the SAMREC Code.
Completion of Project Development	The date the Participants agree (acting reasonably) that the Project has achieved a sustainable level of commercial production demonstrated by a 60 day period of the JV Treatment Plant operating continuously at 70% or more of nameplate capacity.
Confidential Information	The meaning given to that term in clause 12.1.
Control	The meaning given to that term in section 50AA of the Corporations Act, and Controlled has a corresponding meaning.
Control Transaction	Any transaction or dealing which would result, on completion, in a Change of Control of GOR and includes, for the purposes of this definition, any person, or group of persons acting jointly or in concert, acquiring a relevant interest (as defined in the Corporations Act) in 20% or more of GOR’s issued shares.
Corporations Act	The Corporations Act 2001 (Cth).
Costs	All expenditure and liabilities incurred by or for the Participants in accordance with this document and includes:
	(a)	all expenditure expressed to be part of ‘Costs’ in this document; and
	(b)	all expenditure and liabilities incurred by the Manager in accordance with this document including those set out in schedule 3.
CPI	The weighted average of the All Groups Price Index Numbers for Perth published from time to time by the Australian Bureau of Statistics or, if that index number is no longer published, its substitute as a cumulative indicator of the inflation rate in Australia.
Cyanide Code	The “International Cyanide Management Code For the Manufacture, Transport, and Use of Cyanide In the Production of Gold” developed by a multi-stakeholder Steering Committee under the guidance of the United Nations Environmental Program and the then International Council on Metals and the Environment.
Deed of Cross Security	The Deed of Cross Security in, or substantially in, the form of the deed contained in schedule 2 executed contemporaneously with this document by the

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	Participants and the Manager, and includes each other similar deed of charge executed by a new Participant in accordance with clause 14.10(b).
Defaulting Participant	A Participant in respect of which an Event of Default has occurred.
Deferred Consideration	The amount of $100,000,000, being part of the consideration payable by GFA for the acquisition of its Interest under the Sale Agreement.
Delivery Point	The place at which Product is delivered to and becomes the property of an individual Participant, being:
	(a)	in the case of gold, upon refining of Dorē into refined gold product at the refinery;
	(b)	in the case of other minerals, the delivery point designated in the LOM Business Plan; and
	(c)	in respect of Extracted Mineral Product, such other place(s) or point(s) as may be determined by the Management Committee from time to time.
Development Area	The areas of the Project Area that are, from time to time, the subject of any of the following:
	(a)	feasibility level study work;
	(b)	development works for the purposes of commencing commercial production; or
	(c)	mining operations.
Dorē	Unrefined gold bullion.
EA Exploration Plan	A plan for exploration within the Exploration Area, which plan is divided into individual meaningful categories of work and forms part of the Exploration Plan.
Effective Date	The date of completion under the Sale Agreement.
Event of Default	Has the meaning given in clause 15.1
Expert	A person appointed in accordance with clause 21.2.
Exploration Area	The area comprising the Project Area but excluding the Development Area, unless any portion of the Development Area is agreed in writing by the Participants to be included.
Exploration Information	Exploration Results and Exploration Targets (as those terms are defined in the JORC Code and the SAMREC Code) relating to the Titles.

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Exploration Manager	GOR, where GOR is appointed as Exploration Manager under clause 6.5(b) or schedule 5.
Exploration Plan	A plan for exploration within the Project Area, which plan includes the EA Exploration Plan and otherwise is divided into individual meaningful categories of work and is included in the LOM Business Plan.
Extracted Mineral Product	Any Minerals or other commodities, including gold concentrates but excluding Dorē, recovered from the Project Area.
Financial Year	The 12 month period ending 31 December each year, or such other period adopted by the Management Committee from time to time as the Financial Year for the Joint Venture.
Force Majeure	Any event or circumstance which:
	(a)	is beyond the control of the Affected Party;
	(b)	was not directly or indirectly caused or contributed to by the Affected Party; and
	(c)	could not have been reasonably prevented by the Affected Party,
	and includes any of the following:
	(d)	act of God;
	(e)	law, rule, regulation or order of any government or Government Agency;
	(f)	executive or administrative orders or acts of either general or particular application of any official acting under the authority of any government, or of any official acting under the authority of such government;
	(g)	act of war (declared or undeclared);
	(h)	public disorder;
	(i)	riot, insurrection, rebellion, sabotage or act of terrorists;
	(j)	fire, flood, drought, earthquake, storm, hail, lightning, severe weather conditions or other natural calamity;
	(k)	explosion, breakdown or injury to or expropriation, confiscation or requisitioning of production, manufacturing, selling, transportation or delivery facilities;
	(l)	shortage or unavailability (whether permanent or temporary) of water, electricity, gas,

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		telecommunications or other essential goods or services;
	(m)	inability to access all or any part of the Project Area because of Native Title Claims or Native Title Rights or otherwise;
	(n)	quarantine or customs restrictions;
	(o)	the decision of any court or other body of competent jurisdiction; and
	(p)	strike, boycott, lockout or other labour disturbance.
Funding Notice	A funding notice issued under clause 9.6(a) or 9.6(b).
Good Australian Mining Practice	Recognised mining methods, procedures and practices, together with the exercise of that degree of skill, diligence, prudence and foresight that reasonably would be expected from an experienced and competent constructor and operator of mining projects in Australia (or for the purposes of item 2.2 of schedule 5, an experienced and competent gold explorer in Australia) under conditions comparable to those applicable to the relevant activity in the light of known facts, or facts which should reasonably have been known at the time, and consistent with applicable Laws and Government Authorisations and having regard to the need for:
	(a)	suitable and experienced personnel and adequate materials;
	(b)	ongoing monitoring and testing of plant and equipment performance, safe operating procedures and appropriate maintenance procedures;
	(c)	the observance of relevant Australian and international standards and in the case of design, engineering and construction, internationally accepted design, engineering and construction practices that reasonably would be expected from recognised designers, engineers and constructors of comparable plant, equipment and facilities in Australia.
GOR Exploration Assets	The plant, equipment and facilities located on the Titles, in particular Mining Lease 38/435, as at the date of the Sale Agreement (as further detailed in annexure D to the Sale Agreement – Part A – Excluded Exploration Assets Map) and which are used to carry out exploration and other works on the North Yamarna Mining Tenements and the South Yamarna Tenements

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	and do not directly relate to the Gruyere Project and includes the vehicles listed in annexure D to the Sale Agreement – Part B – Excluded Vehicles. For the avoidance of doubt, the GOR Exploration Assets do not include any Mining Information.
Government Agency	Includes any federal, state, territory or local government, or any ministry, department, court, commission, statutory body, board, agency, instrumentality, political subdivision or similar entity.
Government Authorisations	All approvals, consents, authorisations, permits, clearances, licences or other requirements that are required by or from any Government Agency for the Operations.
Gross Negligence	Such reckless conduct in breach of a duty of care as demonstrates a conscious or reckless disregard for the harmful, foreseeable, proximate and avoidable consequences which result or may result from that conduct.
Gruyere Project	Operations conducted by the Joint Venture in relation to the Gruyere Resource and any extension of it.
Gruyere Resource	The gold mineral resource identified within the area of the Titles and the subject of GOR’s ASX announcement dated 22 April 2016.
High Res Tool	The tool owned or licenced by GFA’s Affiliates enabling high resolution magnetics data capture and transmission.
Holding Company	The meaning given to that term in section 9 of the Corporations Act.
Implementation Schedule	The implementation schedule attached to the Initial Development Plan and Budget and titled “Integrated Project Master Schedule”.
Initial Development Plan and Budget	The LOM Business Plan (including the Approved Budget) for development of the Gruyere Resource set out in annexure A as amended under clause 5.3 of the Sale Agreement or pursuant to clause 8.1 or 8.5 of this document.
Insolvency Event	The happening of any of the following events in relation to a Participant or the Manager (the Insolvent Party):
	(a)	it is, or states that it is, unable to pay all of its debts as and when they become due and payable, or it has failed to comply with a statutory demand as provided in section 459F(1) of the Corporations Act;

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	(b)	an application or order is made for the winding up or dissolution, or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution, of the Insolvent Party (other than for the purposes of a solvent reconstruction, amalgamation or other like corporate reorganisation), and the application is not dismissed, the order is not set aside or the resolution is not withdrawn (as applicable) within 14 days;
	(c)	an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of the Insolvent Party or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 14 days;
	(d)	a controller (as defined in the Corporations Act) is appointed in respect of any property of the Insolvent Party;
	(e)	the Insolvent Party is deregistered under the Corporations Act;
	(f)	a distress, attachment or execution is levied or becomes enforceable against any property of the Insolvent Party;
	(g)	the Insolvent Party enters into, or takes any action to enter into, an arrangement (including a scheme of arrangement or deed of company arrangement), composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them; or
	(h)	anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of the Insolvent Party.
Intellectual Property	Copyright, design, patent and all other intellectual or industrial property rights which:
	(a)	comprised the Associated Rights (as that term is defined in the Sale Agreement); or
	(b)	which is developed in the course of Operations.
Interest	The following rights, liabilities and obligations of a Participant, expressed as a percentage determined in

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	accordance with this document:
	(a)	the obligation, subject to the terms of this document, to contribute that percentage of all Costs;
	(b)	the ownership of and right and benefit as a tenant in common to receive in kind and to dispose of for its own account that percentage of Product;
	(c)	the rights, duties, obligations and liabilities of the Participants arising from the Joint Venture Documents; and
	(d)	the beneficial ownership as a tenant in common of an undivided share in that percentage of all Joint Venture Assets.
Interest Rate	On any day, the interest rate that is the aggregate of:
	(a)	6% per annum; plus
	(b)	the Reserve Bank of Australia’s Cash Rate, or, if that rate cannot be so determined the rate (expressed as a percentage yield per annum to maturity) quoted at or about such time by Westpac Banking Corporation as the rate at which it would be prepared to purchase bills of exchange accepted by an Australian trading bank and having a tenor of 90 days and of an amount of $100,000.
International Financing Reporting Standards	At any time, the International Financial Reporting Standards issued by the International Accounting Standards Board at that time, consistently applied.
Joint Venture Joint Venture Assets	The joint venture formed under clause 2.1. All rights, titles, interests, claims, benefits and all other assets and property of whatsoever kind, real or personal, from time to time acquired, created or held for use by or on behalf of the Participants in connection with the Joint Venture and for the conduct of Operations, including:
	(a)	the Titles;
	(b)	Product, prior to it being taken in kind by a Participant in accordance with clause 2.13;
	(c)	the Project Facilities;
	(d)	the Mining Information;

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	(e)	the Intellectual Property;
	and includes the assets, property, contracts and rights in respect of which GFA acquired a 50% interest as tenant in common under the Sale Agreement, but does not include:
	(f)	Product to which a Participant is entitled to take in kind in accordance with clause 2.13,
	(g)	contracts with respect to the sale of Product;
	(h)	the proceeds from the sale of Product; or
	(i)	shares in the Manager.
Joint Venture Documents	(a)	This document;
	(b)	the Titles;
	(c)	the Deed of Cross Security; and
	(d)	all other agreements entered into by the Participants from time to time in connection with the Joint Venture (whether or not there are also other parties to such agreements) which the Participants agree will be a Joint Venture Document,
	together with all amendments made from time to time to such documents, but does not include:
	(e)	any contract for the sale by a Participant of its share of Product;
	(f)	any agreement whereby a Participant appoints an agent or representative to perform duties and functions in relation to the sale of its share of Product;
	(g)	any agreement entered into by a Participant for separately financing its obligations in connection with the Joint Venture; or
	(h)	any other agreement entered into by the Participants from time to time which:
		(i)     is not in connection with the Joint Venture; or
		(ii)    the Participants agree will not be a Joint Venture Document.
Joint Venture Records and Accounts	The meaning given to that term in clause 10.1.
JORC Code	The Australasian Code for Reporting of Exploration

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	Results, Mineral Resources and Ore Reserves (2012 Edition) as amended or replaced from time to time.
JV Treatment Plant	Any mineral processing or treatment plant which forms part of the Joint Venture Assets or Project Facilities from time to time.
Law	Laws made by parliament (and laws made by parliament include State, Territory and Commonwealth laws, codes, bylaws and regulations and any other instruments under them.
Liabilities	Claims, debts, obligations, losses, liabilities, charges, expenses, costs, outgoings, payments and damages of any kind and however arising (including penalties, fines and interest) and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.
Life of Mine	In relation to the Operations, the expected term of mining operations and subsequent Rehabilitation and Mine Closure activities.
LOM Business Plan	The business plan for the remaining Life of Mine approved by the Management Committee in the previous Financial Year in accordance with clause 8, as amended or updated from time to time in accordance with clause 8 (which incorporates the Approved Budget) or, in respect of the period from the Effective Date until 31 December 2017, the Initial Development Plan and Budget.
Management Committee	The committee established in accordance with clause 4.
Manager	Initially GOR, then GFAM and any successor appointed in accordance with clause 5 to carry out the management of the Joint Venture and Operations.
Mine Closure	All or any action or conduct by the Manager for the purpose of suspending or Abandoning all, or a severable part of, the Operations or Joint Venture Assets under this document whether by way of demolition, removal, destruction, conversion, placement on permanent care and maintenance or other basis, or any similar action or conduct, and all other action or conduct as the Manager considers necessary to comply with the Mine Closure Obligations.
Mine Closure Obligations	The obligations of the Participants in relation to the Mine Closure under the Act, the Titles, Government Authorisations, all applicable statutory and contractual obligations and the requirements of Good Australian

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	Mining Practice on and following Mine Closure.
Mineral	The meaning given to that term in the Act and metals (including gold concentrates) and all precious stones, in whatever form.
Mining	All operations associated with the extraction of Ore from the Project Area, and haulage and delivery to the JV Treatment Plant, including pre-stripping, and the removal and disposal of overburden and waste, but does not include Exploration, treatment of Minerals, Rehabilitation or Mine Closure.
Mining Information	All information, data and records in whatever form relating to the Titles, the Operations, the geological and mineralogy features of the Project Area or the metallurgical composition and quality of any Minerals within the Project Area, including all surveys, maps, aerial photographs, electronically stored data, sketches, drawings, memoranda, samples, drill pulps, drill cores, logs of those drill cores, geophysical, geological or drill maps, sampling and assay reports and analyses and notes and for the avoidance of doubt, excludes any information, data or records which is developed after 6 November 2016 in relation to the North Yamarna Tenements or the South Yamarna Tenements.
	For the avoidance of doubt, Mining Information does not include information, data and records in whatever form relating to the geological and mineralogy features similar to those of the Project Area or the metallurgical composition and quality of any Minerals similar to those within the Project Area to the extent that that information has been prepared by or on behalf of the South Yamarna Joint Venture, relates to the South Yamarna Tenements and is subject to the confidentiality obligations under the South Yamarna Joint Venture agreement.
Minister	The Minister for the time being responsible for the administration of the Act.
Month	A calendar month or such other period as is agreed by the Participants to comprise a Month.
Native Title Act	Native Title Act 1993 (Cth).
Native Title Claims	Any claim, application or proceeding in respect of either:
	(a)	Native Title Rights which is accepted by the Native Title Tribunal or the Registrar thereof

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		pursuant to the Native Title Act; or
	(b)	Native Title Interests.
Native Title Interests	Includes those rights, interests and statutory protections of and relating to aboriginal persons as set out in the Aboriginal Heritage Act 1972 (WA), Aboriginal Affairs Planning Authority Act 1972 (WA) or the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth).
Native Title Rights	Includes:
	(a)	“native title” or “native title rights and interests” as defined in section 223(1) of the Native Title Act; and
	(b)	Native Title Interests.
New Permit	The meaning given to that term in clause 2.16(a).
Non-Defaulting Participants	The meaning given to that term in clause 15.2(a).
North Yamarna Tenements	The mining tenements set out in annexure B together with any renewals, conversions, replacements or substitute tenures over the area of those tenements as at the Effective Date.
Operating Costs	All costs, expenses, losses and charges incurred by the Manager for the account of the Participants severally, in accordance with this document, in carrying out the Operations (other than Capital Costs).
Operations	All undertakings, activities and operations engaged in by the Participants, or by the Manager on behalf of the Participants, under the terms of the Joint Venture Documents, including Exploration, Mining, mineral treatment, Rehabilitation and Mine Closure activities involved in the acquisition, use, development, operation and/or maintenance of the Joint Venture Assets.
Ordinary Resolution	A decision or determination of the Management Committee which satisfies the voting thresholds in clause 4.8.
Ore	Any mineral or mixture of minerals of intrinsic economic interest located in or on the Earth’s crust at a concentration above background level.
Participants	GOR and GFA and, without limiting clause 18.8, their respective successors and permitted assigns who become bound by the terms of this document.
Pastoral Lease	The Yamarna Station Pastoral Lease N49674 (Yamarna Station), held over land described as:

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	(a)	Lot 369 on Deposited Plan 75843, which is the whole of the land comprised in Certificate of Title Volume 3163 Folio 327;
	(b)	Lot 370 on Deposited Plan 75843, which is the whole of the land comprised in Certificate of Title Volume 3163 Folio 328; and
	(c)	Lot 1514 on Deposited Plan 75844, which is the whole of the land comprised in Certificate of Title Volume 3163 Folio 329.
Permitted Security Interest	(a)	Any lien arising by operation of law:
		(i)     for the unpaid balance of purchase moneys under an instalment contract entered into in the ordinary course of business; or
		(ii)    in the ordinary course of day to day trading and securing obligations not more than 30 days old;
	(b)	any bankers lien or right of set-off or combination arising by operation of law or practice over property or moneys deposited with a banker in the ordinary course of ordinary business of the depositor;
	(c)	any Security Interest arising under an operating lease or finance lease entered into in the ordinary course of business and not arising as a result of any default or omission by any Participant;
	(d)	any retention of title arrangement in connection with the acquisition of goods on arm’s length terms in the ordinary course of ordinary business on the suppliers’ usual terms of sale;
	(e)	any Security Interest created by statute in favour of Government Agency securing the payment of taxes, except as created because of any failure to duly pay any taxes;
	(f)	a deemed Security Interest under section 12(3) of the PPS Act that does not secure payment or performance of an obligation; and
	(g)	in the case of GFA, a charge over the whole or part of its Interest (including its legal and beneficial interest in the Titles) granted to GOR to secure payment of a net smelter royalty being the Royalty Security.

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PPS Act	The Personal Property Securities Act 2009 (Cth).
Pre-Completion Development Costs	Has the meaning given to that term in the Sale Agreement.
Product	Mineral recovered from the Project Area in the form in which it is to be made available to each Participant at the Delivery Point in accordance with the LOM Business Plan.
Project Area	The aggregate of the areas the subject of the Titles.
Project Facilities	All infrastructure, facilities, plant, equipment and tools necessary or appropriate for the mining and treatment of Mineral and the delivery of Product to the Participants at the Delivery Point, including the JV Treatment Plant.
Proposed Budget	A work programme and budget for a given Financial Year, or other relevant period, in relation to the conduct of Operations, proposed in accordance with the corresponding LOM Business Plan.
Proposed EA Budget	A work programme and budget for a given Financial Year, or other relevant period, in relation to the conduct of exploration on the Exploration Area incorporated in the Proposed Budget.
Quarter	The period of three Months commencing on the first day of January, April, July and October, as the case may be.
Regional Co-operation Arrangement	The document entitled ‘Regional Co-operation Arrangement’ between GOR and GFA and, if signed by Sumitomo in accordance with the requirements of that document, Sumitomo, dated on or about the date of this document.
Rehabilitation	All undertakings, works and efforts for the reclamation, revegetation, decontamination and cleaning up of the Project Area and Joint Venture Assets, including:
	(a)	such activities undertaken progressively during Operations;
	(b)	such activities associated with preparing for and effecting the suspension or final physical shutdown of all or part of Mining or mineral treatment processes; and
	(c)	other such activities as determined by the Management Committee,
	in each case to be effected in a safe and workmanlike manner including, without limitation, in accordance with

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	the Rehabilitation Obligations, and Rehabilitate has an equivalent meaning.
Rehabilitation Obligations	The obligations of the Participants in relation to Rehabilitation under the Act, the Titles, Government Authorisations, and all applicable statutory and contractual obligations including all applicable rehabilitation objectives, indicators, and compliance criteria during and following completion of Operations.
Representative	A person for the time being appointed by a Participant as its representative on the Management Committee and includes any alternate of that person appointed under clause 4.2(b).
Resources and Reserves	Mineral Resources, Ore Reserves and Mineral Reserves, as those terms are defined in the JORC Code and the SAMREC Code, located on the Titles.
Royalty Deed	The royalty deed between GOR and GFA dated 6 November 2016.
Royalty Security	The security in the form of schedule 2 to the Royalty Deed pursuant to which GFA grants to GOR the security interest to secure payment of the net smelter royalty under the Royalty Deed.
Sale Agreement	The Sale Agreement – Gruyere Project dated 6 November 2016 between the Participants and GFA Guarantor.
SAMREC Code	The South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves (2016 Edition) as amended or replaced from time to time.
SAP	The enterprise resource planning system developed by SAP SE.
Security Interest	Any mortgage, pledge, lien, charge, assignment, hypothecation, security interest, title retention, preferential right or trust arrangement and any other security agreement or arrangement securing obligations or liabilities, whether absolute or contingent and includes a security interest under the PPS Act.
Security Requirement	For each Title, the security (whether in the form of cash deposit or unconditional bank guarantees or letters of credit) required from time to time to be lodged with the State as an assurance of compliance with the terms and conditions of the Title.
South Yamarna Joint Venture	The joint venture in relation to the South Yamarna Tenements which is, at the date of this document,

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	made between GOR and Sumitomo.
South Yamarna Tenements	The exploration licences, mining licences and applications for exploration licences set out in annexure C together with any grants, renewals, conversions, replacements or substitute tenures over the area of those tenements or applications as at the Effective Date.
Special Majority Decision	A decision of the Management Committee which satisfies the voting thresholds set out in clause 4.9.
Sumitomo	Sumitomo Metal Mining Oceania Pty Ltd ABN 81 059 761 125.
State	The State of Western Australia.
Titles	(a)	The exploration and mining tenements and applications for exploration and mining tenements listed in schedule 1;
	(b)	all other permits, licences and leases under the Act (if any) granted to, or applied for by or on behalf of, the Participants for the purposes of the Joint Venture from time to time; and
	(c)	all renewals, conversions, extensions or amendments of, and substitutions for, the tenements and applications mentioned in paragraphs (a) and (b).
Third Party	A person not a party, or an Affiliate of a party, to this document.
Transition Period	The period on and from the Effective Date until the earlier of:
	(a)	the date for the GOR Employees (as defined in the Sale Agreement) to accept offers of employment from GFA pursuant to the Sale Agreement having expired and GFAM demonstrating to the satisfaction of GOR and GFA (acting reasonably) a sufficient understanding of the details of status of operations and the Initial Development Plan and Budget to take over management of the Joint Venture without material disruption to the Implementation Schedule;
	(b)	6 months after the Effective Date; and
	(c)	such other date agreed by the Participants.
Ultimate Holding Company	The meaning given to that term in section 9 of the Corporations Act.

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Wilful Misconduct A conscious and intentional or reckless disregard of any material provision of a Joint Venture Document or an act of fraud, but does not include any error of judgment made by the person alleged to be culpable in the exercise, in good faith, of any function, power, authority or discretion conferred on that person under this document or under any Law.

2 Joint Venture

2.1 Establishment of Joint Venture

The Participants agree to associate themselves on and from the Effective Date as an unincorporated Joint Venture the objects of which are to:

(a) implement the Gruyere Project in accordance with the LOM Business Plan;

(b) explore and evaluate the Project Area and determine the economic and technical feasibility of conducting mining operations in the Project Area for the recovery of Minerals;

(c) acquire, construct and operate facilities and equipment for the mining and treatment of Minerals and the delivery of Product to the Participants at the Delivery Point; and

(d) undertake and perform all such other acts, matters and things as may be incidental to the foregoing, including Rehabilitation of the Project Area and Mine Closure.

The Joint Venture will conduct Operations under the name ‘Gruyere Project Joint Venture’.

2.2 Interests

The Interests of the Participants will be as follows, or such other percentages as may from time to time result from any sale, assignment, transfer or disposal of, or the acquisition of, the whole or any part of a Participant’s Interest in accordance with this document:

GOR	50	%
GFA	50	%

2.3 Tenants in common

(a) The Joint Venture Assets will be beneficially owned by the Participants as tenants in common in proportion to their respective Interests notwithstanding that the legal title may be held by one or some only of the Participants or the Manager.

(b) Any Participant or the Manager which holds the legal title to any Joint Venture Asset holds such Joint Venture Asset as agent for the Participants in proportion to their respective Interests.

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2.4 No partition

Each Participant waives its rights to partition of the Joint Venture Assets and, to that end, agrees that it will not seek or be entitled to partition of any Joint Venture Asset, whether by way of physical partition, judicial sale or otherwise, until after termination of the Joint Venture.

2.5 Rights and obligations several

The rights and obligations of each Participant in respect of the Joint Venture will be in every case several and will not be, or be construed to be, either joint or joint and several.

2.6 No partnership

Nothing contained in a Joint Venture Document will be deemed to constitute a Participant the partner of any other Participant.

2.7 No agency

Except as otherwise specifically provided in a Joint Venture Document, a Participant will not have any authority to act for, or to assume any obligation or responsibility on behalf of, any other Participant or the Joint Venture.

2.8 Mutual indemnity

Each Participant will indemnify and keep indemnified each of the other Participants and each director, officer, employee and representative of such other Participants from and against any and all losses, claims, damages and liabilities arising out of any act of, or any purported assumption of any obligation or responsibility by, such indemnifying Participant or any of its directors, officers, employees or representatives, done or undertaken, or purportedly done or undertaken, on behalf of such indemnified parties in connection with the Joint Venture and not authorised under any Joint Venture Document.

2.9 Indemnity against additional Costs

If at any time a Participant becomes liable as a Participant to any Third Party to an extent greater than it is for the time being liable to contribute to Costs for any obligation incurred in accordance with this document, the other Participants will indemnify and account to that Participant such that all Participants will share such liability severally in the proportion that they are for the time being liable to contribute to Costs.

2.10 Mutual obligations

Each Participant will perform, observe and fulfil each and every one of its obligations under or arising out of each of the Joint Venture Documents.

2.11 Protection of Titles

A Participant will not knowingly do or omit to do, and will at all times take proper care to ensure that it does not do or omit to do, any act, deed, matter or thing which may place any Title at risk of being cancelled, forfeited, lost, refused, surrendered, or which may otherwise jeopardise any Title in any way.

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2.12 Maintain Titles

Unless otherwise determined by a Special Majority Decision of the Management Committee, the Titles will be maintained in force and renewed during the Term, and each Participant will take all action necessary on its part to maintain and renew the Titles.

2.13 Entitlement to Product

(a) The Manager must deliver each Participant’s Interest share of Products to the Participant at the Delivery Point and, if separately delivered, by use of equipment and techniques which are specifically designed and intended not to favour any one Participant over another.

(b) Title to, and the risk of loss of, or damage to, the Products passes to the relevant Participant at the Delivery Point.

(c) Each Participant has the right and obligation in the ordinary course of business to take in kind and separately sell and dispose of its Interest share of Products free of any encumbrance on delivery to it. Any extra expenditure incurred in the separate taking and disposition by a Participant of its Interest share of Products beyond the Delivery Point, including all royalties, taxes, costs and expenses, must be borne by such Participant.

(d) If a Participant fails to take its Interest share of Products within 14 days after receiving notice from the Manager requiring the Participant to take delivery, the right of the Participant to take in kind and separately sell and dispose of its Interest share of Products in the ordinary course of business is terminated, and the Manager may sell those Products as agent for the relevant Participant not less than the available arm’s length market value (as determined by the Manager acting reasonably) for those Products. The Manager must account to the Participant for the proceeds of any such sale after first deducting its reasonable expenses (including Third Party costs) and additional storage costs incurred in the sale.

(e) Nothing in this document provides for any joint or cooperative marketing or selling of Products by the Participants or, except with the prior approval by Special Majority Decision, the processing of Minerals owned by any Third Party at any JV Treatment Plant.

(f) For clarification, but subject always to the terms of this document, any Participant may mine or process products produced from sources outside the Project Area and market those products in competition with Products produced from within the Project Area and in competition with any other Participant.

2.14 Intellectual Property

(a) Each Participant grants to each other Participant and the Manager a non-exclusive royalty free perpetual licence to use that Participant’s Intellectual Property for the purposes of the conduct of Operations. Each Participant retains all right, title and interest in, and to, such Intellectual

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Property, irrespective of any disclosure of such Intellectual Property (including to the Manager).

(b) The licence under clause 2.14(a) survives the withdrawal of the licensing Participant from the Joint Venture and the assignment by a licensing Participant of its Interest.

(c) For so long as GFA is a Participant holding an Interest of 50% or more GFA must cause its Affiliate which owns or has a licence to use the High Res Tool to make that tool and a suitable operator available for use in relation to the Operations on the following basis:

(i) it will be used for the purposes of the Operations only;

(ii) it will be made available for use free of charge but the costs of the operator will be Costs and paid by the Participants in accordance with this document;

(iii) it will be used at such times and duration as agreed between GFA (acting reasonably) and the Manager or, if exploration is delegated to GOR under clause 6.5(b), GOR; and

(iv) the data generated from the use of the Tool will be Mining Information but GFA and its Affiliates will retain all intellectual property rights whatsoever in relation to the High Res Tool.

2.15 No restriction on other business

Subject to clause 2.16, nothing in this document will be deemed to restrict in any way the freedom of any Participant to conduct as it sees fit any other business or activity of any kind, including the development or application of any process and the exploration for, or the development, mining, extraction, production, handling, processing, transportation or marketing of, any ore, Mineral or other production for any purposes, whether in the State or elsewhere, without any accountability to the other Participants.

2.16 Rights to future titles in certain circumstances

(a) If at any time a Participant (or any Affiliate of the Participant or any person or entity for or on its behalf) (Proposing Participant) intends, whether alone or together with any other person, to apply for any mining tenements under the Act including prospecting licences, exploration licences, retention licences, mining leases, general purpose leases or a miscellaneous licence or other tenement under the Act (New Permit), being a mining tenement all or part of which relates to an area outside the external boundaries of the Titles but within the Area of Interest, then the Proposing Participant must:

(i) notify the Manager and the other Participants of the Proposing Participant’s intention to apply for the New Permit;

(ii) request the Manager to convene a meeting of the Management Committee for the purpose of considering whether or not the New Permit should be applied for by or on behalf of all of the Participants for the purposes of the Joint Venture; and

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(iii) if the Management Committee resolves that the New Permit should be applied for by or on behalf of all of the Participants for the purposes of the Joint Venture, ensure that the New Permit is applied for by or on behalf of all of the Participants.

(b) For the avoidance of doubt:

(i) if the Management Committee resolves that the New Permit should be applied for by or on behalf of all of the Participants for the purposes of the Joint Venture, the New Permit will become a Title and will be governed by the terms of this document;

(ii) if the Management Committee does not resolve that the New Permit should be applied for by or on behalf of all of the Participants for the purposes of the Joint Venture, then:

(A) the Proposing Participant will be free to apply for and obtain the New Permit;

(B) the New Permit will not become a Title; and

(C) the New Permit will not be governed by the terms of this document;

(iii) the Proposing Participant will not be entitled to vote in relation to the resolution as to whether or not the New Permit should be applied for by or on behalf of all of the Participants for the purposes of the Joint Venture; and

(iv) once a notice has been given under clause 2.16(a), no other Participants or their Affiliates (including GOR or its Affiliates) may, whether alone or together with any other person, apply for any mining tenements under the Act in respect of all or part of the area of the proposed New Permit until the expiry of 1 month after the Management Committee’s resolution under clause 2.16(b)(i) or 2.16(b)(ii), and, if it applies to them, without complying with this clause.

(c) This clause 2.16 (other than clause 2.16(b)(iv)) does not apply in respect of any New Permit applied for or acquired by GOR or any of its Affiliates.

(d) This clause 2.16 does not apply in respect of any New Permit applied for or acquired by a Participant for the purpose of the Joint Venture, applied for or acquired in accordance with the Regional Co-operation Arrangement, or applied for or acquired jointly with all the other Participants.

(e) This clause 2.16 does not apply in respect of an interest in any tenements outside the Area of Interest.

2.17 Area of Interest

(a) Subject to this clause 2.17, if, at any time, a Participant (or any Affiliate of the Participant or any person or entity for or on its behalf) (Proposing Participant), whether alone or together with any other person:

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(i) applies for any tenement under the Act, or acquires a tenement or an interest in a tenement under the Act (New Title) in respect of an area; or

(ii) acquires any land or interest in land (New Land),

located, wholly or partly, within the Area of Interest, then the Proposing Participant will:

(iii) hold the New Title or New Land on trust for each Participant in proportion to their respective Interests;

(iv) must, if the New Title or New Land is beneficially owned by the Proposing Participant or an Affiliate, transfer, or ensure its Affiliate transfers, free from any Security Interest, the beneficial interest in the New Title or New Land to the Participants, for a purchase price of $1.00, so that the New Title or New Land will be beneficially owned by the Participants as tenants in common in proportion to their respective Interests;

(v) must, if legal title to the New Title or New Land is held by the Proposing Participant or an Affiliate, transfer, or ensure its Affiliate transfers, free from any Security Interest, legal title to the New Title or New Land to the Participants, for a purchase price of $1.00, so that the legal title to the New Title or New Land is held by the Participants as tenants in common in proportion to their respective Interests; and

(vi) is solely responsible for, and must pay, all legal and other costs and expenses (including any duty) in connection with any transfer to the Participants under this clause 2.17 and must obtain all Third Party or Governmental Agency approvals required to effect any such transfer (and the other Participant will cooperate with such approval applications but at the Proposing Participant’s cost).

(b) Any New Title or New Land will be a Title (in the case of a New Title) and a Joint Venture Asset and will be governed by the terms of this document.

(c) Where a New Title or New Land (regardless of whether it is located wholly or partially within or outside the Area of Interest) is acquired either:

(i) by the Manager for the Joint Venture;

(ii) by a Participant for the Joint Venture at the written request of the Manager;

(iii) by a Participant with the agreement of the other Participants; or

(iv) in accordance with clause 2.16(a)(iii),

clause 2.17(a) will not apply to such acquisition, and instead the costs and expenses of such acquisition (including any duty) will be Costs and paid by the Participants in accordance with this document.

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(d) This clause 2.17 does not apply in respect of any New Title or New Land applied for or acquired by GOR or any of its Affiliates.

(e) This clause 2.17 does not restrict any acquisition, whether directly or indirectly, of:

(i) any interests in any of the South Yamarna Tenements or the North Yamarna Tenements (whether in whole or in part) from GOR or any of its Affiliates (without limiting clauses 12.5 to 12.7);

(ii) any interests in any of the South Yamarna Tenements from Sumitomo or any of its or GOR’s assignees from time to time provided that GFA acknowledges that there may be a pre-emptive right or similar type of process in favour of GOR that the assignee will have to comply with before assigning any interest to GFA; or

(iii) an interest in any tenements outside the Area of Interest.

2.18 GOR Exploration Assets

(a) The Participants acknowledge and agree that the GOR Exploration Assets do not form part of the Joint Venture Assets.

(b) GOR’s rights to access the GOR Exploration Assets located on the Project Area are set out in the Regional Cooperation Arrangement.

2.19 Pastoral Lease

(a) GOR, solely in its capacity as owner and occupier of the Pastoral Lease, (in this clause called Pastoralist):

(i) subject to clauses 2.19(c) and 2.19(f), irrevocably waives any rights that it may have to compensation including under Part VII of the Act and fully releases the Participants and the Manager from any such claims for compensation; and

(ii) irrevocably consents to the Participants and the Manager conducting Operations on the areas referred to in section 20(5) of the Act including in the top 30 metres of the land the subject of the Titles.

(b) The Pastoralist must not sell, assign, transfer, part with possession of, grant any rights (including rights of occupation) or Security Interest over or otherwise deal with all or part of the Pastoral Lease to or in favour of any person (including any Affiliate of GOR) without first:

(i) complying with clause 2.19(m), where applicable; and

(ii) having that person enter into a deed with the Participants and the Manager under which they agree to the same terms as are set out in this clause 2.19.

(c) The Manager will make good and repair any damage to fences or other improvements existing on the Pastoral Lease as at the date of this document (or otherwise constructed on the Project Area with the consent of the Manager (acting reasonably)) to the extent such damage is caused in the conduct of the Operations or in relation to the presence on

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the Project Area of the Manager, its personnel or contractors or the Participants. Such making good and repair is only to the same condition that the fence or other improvement was in prior to such damage.

(d) The Participants and Manager will comply with all applicable Laws with regard to any requirement for, and the conduct of, remediation of work to be carried out by or on behalf of the Manager or the Participants on the Project Areas the subject of the Pastoral Lease.

(e) The Manager will take all necessary and reasonable steps in accordance with Good Australian Mining Practice to prevent injury to people and animals located on the Pastoral Lease including fencing off holes and pits and operations.

(f) The Participants and Manager will indemnify the Pastoralist and its Affiliates and each director, officer, employee or agent of them against:

(i) any Third Party claims for death or injury to the extent that they are caused or contributed to by the Operations or in relation to the presence on the Project Area of the Manager, its personnel or contractors or the Participants; and

(ii) any damage to fences or other improvements existing on the Pastoral Lease as at the date of this document (or otherwise constructed on the Project Area with the consent of the Manager (acting reasonably)) to the extent such damage is caused in the conduct of the Operations or in relation to the presence on the Project Area of the Manager, its personnel or contractors or the Participants and is not made good under clause 2.19(c).

(g) The Manager and the Participants must not do or cause to be done, or omit to do (in the conduct of the Operations), anything which will, or is reasonably likely to, put the Pastoral Lease at risk of cancellation, termination or forfeiture.

(h) The Pastoralist will not conduct any pastoral activities pursuant to the Pastoral Lease on the Development Area or, to the extent it is not within the Development Area, Mining Lease 38/1267 or conduct any such activities elsewhere on the Pastoral Lease that will prevent or materially interfere with the Operations (including by delay).

(i) The Pastoralist will comply with all Laws applicable to pastoral activities on the Pastoral Lease which require the conduct of remediation of work to be carried out on the Pastoral Lease.

(j) The Pastoralist must not do or cause to be done, or omit to do in the conduct of its pastoral activities, anything which would constitute Wilful Misconduct or Gross Negligence by it in the conduct of its pastoral activities and which will, or is reasonably likely to, put the Titles at risk of cancellation, termination or forfeiture.

(k) The Pastoralist will indemnify the Participants and Manager and their Affiliates and each director, officer, employee or agent of them against any Third Party claims for death, injury or property damage to the extent

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that they are caused or contributed to by the pastoral activities conducted on the Pastoral Lease and arise from conduct which would constitute Wilful Misconduct or Gross Negligence by the Pastoralist.

(l) For the avoidance of doubt and without limiting clause 5.10, the costs, expenses and Liabilities incurred by the Participants or the Manager in complying with this clause will be Costs and paid by the Participants subject to and in accordance with this document.

(m) The Pastoralist grants the Manager as agent of the Participants the following right of first refusal:

(i) If any other party has rights of first refusal (or similar right) in relation to any the Pastoral Lease under a native title agreement entered into prior to the Effective Date, or subsequently with the approval of the Management Committee, this right of first refusal applies only to the extent that the Pastoral Lease is not acquired under those agreements.

(ii) The Pastoralist may not sell, assign, transfer or otherwise dispose of an interest in the Pastoral Lease to a Third Party unless it has first been offered for sale to the Manager, as agent of the Participants, free of any Security Interests other than any legal or contractual obligations which are to run with title to the Pastoral Lease (including contractual rights for the purpose of enabling access to areas outside of the Project Area) for the reasonable market value by agreement between the Management Committee and the Pastoralist or failing agreement within 10 Business Days by an Expert under clause 21.

(iii) The offer must be made in writing and must contain a condition to the effect that the sale is conditional upon the Participants obtaining all necessary governmental consents and approvals.

(iv) The offer will stand open for acceptance by the Manager by written notice to the Pastoralist for 30 Business Days after receipt of the offer from the Pastoralist. The Manager will be entitled to accept the offer only if the Management Committee so resolves.

(v) If the Manager accepts the offer within that time then completion of the sale will occur 5 Business Days after the Participants obtain all necessary governmental consents and approvals. At completion the Pastoralist will deliver and do all things reasonably necessary to transfer the Pastoral Lease to the Manager in exchange for the relevant consideration. The Manager must prepare all of the necessary documents and bear all of its costs required to effect such transfer.

(vi) If the Manager does not accept the offer within that time then the Pastoralist may proceed with the sale, assignment, transfer or other disposal of the Pastoral Lease to a Third Party within in 6 months of the offer made under this clause to the Manager, provided that the terms of such sale, assignment, transfer or other

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disposal of the Pastoral Lease is on terms no more favourable to the Third Party than those offered to the Manager under this clause.

(n) For the avoidance of doubt, this clause 2.19 does not prevent the Pastoralist:

(i) from assigning an interest in all or any part of the Pastoral Lease to an Affiliate provided the assignee complies with clause 2.19(b);

(ii) from granting a Security Interest over all or part of the Pastoral Lease in favour of a person (Chargee) provided the Chargee enters into a deed of assumption under which it agrees that any enforcement of that Security Interest will be subject to compliance with the provisions of this clause 2.19; or

(iii) in a capacity other than Pastoralist and whether through one or more Affiliates, conducting mining, mineral processing or exploration activities either inside the Project Area in accordance with this document or outside the Project Area.

3 Term and termination

3.1 Effective Date

This document will take effect on and from the Effective Date and, subject to the provisions of this document, will remain in full force and effect until all the Joint Venture Assets have been realised upon termination of the Joint Venture and a final settlement made between the Participants.

3.2 Term of Joint Venture

The Joint Venture will commence on the Effective Date and, subject to the provisions of this document, will continue until completion of the winding up of all Operations after the first to occur of:

(a) the Participants agreeing to terminate the Joint Venture;

(b) the Management Committee by a Special Majority Decision determining:

(i) that there are no economically recoverable reserves of Minerals in the Project Area and that the Titles should be surrendered; or

(ii) that all the reserves of economically recoverable Minerals in the Project Area have been recovered; or

(c) the Participants ceasing to hold and an interest in the Titles.

3.3 Disposal of Joint Venture Assets upon termination

(a) Upon the occurrence of a termination event under clause 3.2, the Manager must commence winding up the Operations including:

(i) satisfying all Rehabilitation Obligations and Mine Closure Obligations;

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(ii) surrendering the Titles and/or the realising the Joint Venture Assets in accordance with such instructions (if any) as the Manager may receive from the Management Committee; and

(iii) otherwise complying with the Approved Closure Plan.

(b) The net proceeds of realisation of the Joint Venture Assets after satisfying all Rehabilitation Obligations and Mine Closure Obligations will be distributed to the Participants in proportion to their respective Interests.

(c) For the avoidance of doubt, all costs and expenses incurred by the Manager as a result of the termination of the Joint Venture will be Costs and will be paid by the Participants in proportion to their respective Interests.

3.4 Certain obligations continue beyond termination

Upon termination of this document for any reason, all rights and obligations of the parties cease, other than:

(a) the obligation to pay any actual or contingent liabilities relating to Operations, including the cost of all Rehabilitation Obligations and Mine Closure Obligations and any severance, sickness and other employee benefit costs incurred or imposed in connection with Operations, or otherwise arising from this document, that have not been discharged as at the date of termination; and

(b) any other obligations expressed to survive termination.

4 Management Committee

4.1 Establishment of Management Committee

(a) The Participants will, on or as soon as reasonably practicable after the Effective Date, establish a Management Committee in accordance with this clause 4.

(b) The Management Committee is empowered to make all decisions in relation to matters within the scope of the Joint Venture, other than:

(i) matters expressly reserved by this document for the Participants’ determination, decision, approval or consent; or

(ii) matters which have been delegated in accordance with this document to a Participant or the Manager.

4.2 Composition of Management Committee

(a) Each Participant will be entitled to appoint Representatives on the Management Committee as follows:

(i) a Participant with an Interest of 10% or greater, but less than 25%, may appoint one Representative;

(ii) a Participant with an Interest of 25% or greater, but less than 50%, may appoint two Representatives; and

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(iii) a Participant with an Interest of 50% or greater may appoint three Representatives.

(b) Each Participant may also appoint an alternate for each of its Representatives who will be entitled to attend and vote at meetings of the Management Committee in which the relevant Representative does not participate.

(c) Each Participant will appoint its Representatives and alternate (if any) by notice in writing to the Manager and the other Participants.

(d) A Participant may replace its Representative or alternate, or revoke any such appointment, at any time by giving notice in writing to the Manager and the other Participants. The relevant appointment or removal will take effect immediately on receipt of that notice.

(e) A Participant whose Interest falls below 10% will cease to have any right to appoint Representatives to the Management Committee, and any such appointments will cease to have effect immediately upon its Interest falling below 10%.

4.3 Meetings

(a) Meetings of the Management Committee will:

(i) be held at the Manager’s office in Perth or at such other place in Perth as the Management Committee may from time to time determine; and

(ii) be held at least once in each Quarter or at such other intervals as the Management Committee may determine.

(b) In addition, the Manager may at any time, and will within five Business Days of being requested to do so by a Participant or Participants who, in aggregate, hold an Interest of 25% or more, convene a meeting of the Management Committee. Any request by a Participant or Participants for a meeting to be convened must set out the matters to be considered at the meeting.

(c) Each Participant will bear the travel and other expenses of its Representative attending meetings.

(d) Meetings of the Management Committee may be held in person or by telephone, video conference or other means of instantaneous communication.

(e) Each Participant will ensure its Representatives convene and attend meetings expeditiously to ensure the continuity of the Operations.

4.4 Notice of meetings

(a) The Manager will give to each Participant at least 10 Business Days’ notice of each meeting of the Management Committee (or two Business Days’ for a reconvened meeting), which notice must outline the business to be conducted at the meeting. Such notice will not be required where

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the Representative of each Participant agrees to waive notice of the meeting.

(b) Business not mentioned in a notice of meeting will not be dealt with at the meeting unless all Representatives (not just those present at the meeting) unanimously agree.

4.5 Quorum

(a) The quorum for a meeting of the Management Committee will be at least one Representative of each Participant entitled to vote.

(b) If a quorum is not present within one hour after the time appointed for the meeting:

(i) the meeting will stand adjourned to the same hour on the next Business Day at the same venue; and

(ii) the Manager will endeavour to contact the Representatives who were not present at the first meeting to advise them of the adjourned meeting.

(c) The quorum at an adjourned meeting will be those Representatives of a Participant present at the adjourned meeting.

4.6 Chairman

(a) The chairman at meetings of the Management Committee (Chairman) will be selected by the Participant with the largest Interest from the Representatives of that Participant.

(b) If two or more Participants have equal Interests and are the largest Interest holders, then the Chairman will be selected by those Participants (from their appointed Representatives) respectively on a 12 monthly rotating basis.

(c) As GOR and GFA will, at least initially, have equal Interests and the only Interests, on and from the Effective Date for the first 12 month period the Chairman will be a Representative of GOR selected by GOR. After that period, the Chairman will be selected by those Participants (from their appointed Representatives) on a 12 monthly rotating basis.

(d) The Chairman will not have a casting vote.

4.7 Voting rights

(a) The Representatives of a Participant present and entitled to vote at any meeting of the Management Committee will have between them that number of votes which is equal to the Interest of the Participant who appointed those Representatives. By way of example, the Representatives of a Participant whose Interest is 51.6% will have between them 51.6 votes.

(b) A Representative may attend and vote on a matter at a meeting of the Management Committee notwithstanding there is a conflict of interest in respect of that matter with the Participant appointing that Representative. However at the start of the relevant meeting before the vote is taken the

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existence of this conflict of interest must be declared if not already known by the other Participants.

(c) A Representative who decides (at his or her election) to withdraw from a meeting of the Management Committee due to a conflict will be treated as not being entitled to and vote at that meeting and will not result in the meeting lacking quorum.

4.8 Ordinary Decisions

Subject to clause 4.9, decisions at any meeting of the Management Committee will be made by the affirmative vote of one or more Representatives present and entitled to vote at the meeting having more than 50% of the total votes of all Representatives present and entitled to vote.

4.9 Special Majority Decisions

Decisions taken by the Management Committee with respect to the matters set out in schedule 4 will require the affirmative vote of Representatives of those Participants entitled to vote at the meeting having 76% or more of the total Interests.

4.10 Advisers

A Participant may arrange at its own expense for consultants or other technical personnel (Advisers) and up to two other persons (Observers) to be present at meetings of the Management Committee to assist its Representative, or in the case of the Observers to observe but not participate in the meeting, provided that:

(a) the Participant must ensure that each Adviser and Observer is under a duty of confidentiality in relation to all information and materials to which the Adviser or Observer gains access as a consequence of the Adviser or Observer being present at a meeting of the Management Committee; and

(b) a Participant must inform the other Participants of its intention to have an Adviser or Observer attend a meeting of the Management Committee on behalf of the Participant at least two Business Days before the meeting (and such notice must include the name and origin of each Adviser and Observer).

4.11 Authority of Representative

Each Representative will have full power and authority to represent the Participant who appointed the Representative in all matters within the powers of the Management Committee and all acts done by the Representative under this authority will be deemed to be the act of the Participant who appointed the Representative.

4.12 Resolution without meeting

(a) A resolution of the Management Committee which is signed by a Representative of each Participant who is entitled to vote (Circular Resolution) will be as valid and effective as if it had been passed at a meeting of the Management Committee properly convened and held.

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(b) A Circular Resolution may consist of one or more documents in identical terms, signed by the Representative of each Participant.

4.13 Manager’s delegate

(a) The Manager will by notice in writing to the Participants designate a delegate to the Management Committee.

(b) The Manager may change its delegate at any time by giving notice in writing to the Participants.

(c) The Manager will cause its delegate, who may be accompanied by advisers, to be present at each meeting of the Management Committee. Such delegate and advisers will have no voting rights and the Manager must ensure that its delegate and each adviser is under a duty of confidentiality in relation to all information and materials to which the delegate or the adviser gains access as a consequence of the adviser or delegate being present at a meeting of the Management Committee.

(d) For the avoidance of doubt, where the Manager is also a Participant, the Manager must (in its capacity as a Participant) appoint at least one Representative to the Management Committee in accordance with clause 4.2(a), and will also (in its capacity as Manager) designate a delegate to the Management Committee in accordance with clause 4.13(a). The Representative appointed under clause 4.2(a) and the delegate appointed under clause 4.13(a) cannot be the same person.

(e) The Manager’s delegate is not entitled to vote at meetings of the Management Committee.

4.14 Minutes

(a) The Manager must arrange for minutes of each Management Committee meeting to be taken. The Manager’s costs and expenses in providing this service will be included in Costs.

(b) A copy of the minutes of each Management Committee meeting must be given to each Participant as soon as practicable, but no later than 14 days after each meeting.

(c) If a Participant wishes to make any comments in respect of the minutes, it must do so within 21 days after receiving the minutes by providing a notice to the Manager.

(d) The minutes of a Management Committee meeting will be considered and approved (with or without amendments) at the next meeting of the Management Committee, and are to be signed by the Chairman of the relevant Management Committee meeting and are then conclusive evidence of the proceedings and decisions of the meeting to which they relate.

4.15 Sub-committees

(a) The Management Committee may establish one or more sub-committees to consider and make recommendations or, if the Management

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Committee unanimously and expressly confers such a power, decisions on such matters as the Management Committee may from time to time refer to any such sub-committee.

(b) Each Participant will be entitled, but will not be obliged, to be represented on each sub-committee.

(c) The Participant who has nominated the Chairman of the Management Committee will appoint the chairman of any sub-committee.

4.16 Project Steering Committee and Technical Committee

(a) Without limiting clause 4.15 the Participants must cause there to be formed through the nomination by each Participant of two or more representatives (who may be different from the Representatives of the Participants to the Management Committee) two subcommittees of the Management Committee which will be convened on a monthly basis for the following periods:

(i) during development until Completion of Project Development, a project steering committee; and

(ii) on and from the date of Completion of Project Development and during operation of the processing and production phase, a technical committee.

(b) Each committee shall meet at least monthly and shall fulfil an advisory function to the Management Committee providing reports as to the progress of and any issues in each of the development phase, and after Completion of Project Development, the continuing operation phase.

(c) Meetings of each of the project steering and technical committees will be held and otherwise conducted as for meetings of the Management Committee.

(d) Each Participant must bear the costs of travel to and attendance of its representatives on each committee.

(e) Each committee shall have an advisory only role, and no determination of either committee shall be binding on either the Participants or the Manager unless the Management Committee resolves by Special Majority Decision that the committee determination should be binding.

4.17 Services

The Management Committee may:

(a) require the Manager to provide it with such services as the Management Committee may request; and

(b) engage advisers and consultants as required,

and all expenses incurred in connection with the exercise of this power will be regarded as Costs and may be paid by the Manager accordingly even if not included in an Approved Budget.

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4.18 Recommendations and decisions of sub-committees

Recommendations and (where applicable) decisions of any sub-committee of the Management Committee (including the project steering committee and the technical committee) will be by unanimous vote. If unanimity cannot be achieved on any matter, such inability and the reasons for that will be reported to the Management Committee.

5 Manager

5.1 Appointment of Manager

(a) The Participants appoint GOR as the manager of the Joint Venture and the Operations for the Transition Period, and GOR accepts that appointment upon and subject to the terms and conditions contained in this document.

(b) During the Transition Period:

(i) GOR will allow GFA, GMPL and their officers and employees reasonable access to the Joint Venture Assets and the senior management of GOR, on reasonable notice and at reasonable times to the extent required to enable GMPL to become familiar with, and prepare for its assumption of the management of, the Operations as quickly as practicable after the Effective Date; and

(ii) GFA and GMPL will take all reasonable steps to be in a position to demonstrate promptly after the Effective Date a sufficient understanding of the details of status of Operations and the Initial Development Plan and Budget to take over management of the Operations without material disruption to the Implementation Schedule.

(c) Upon expiration of the Transition Period, GFAM will be appointed and will replace GOR as the Manager and GFAM accepts such appointment.

(d) The Participants and GOR as Manager must do all things reasonably within their power to facilitate the change in Manager at the end of the Transition Period in as orderly a manner as possible including complying with clause 5.7 as if GOR had resigned as Manager.

5.2 Resignation

The Manager may resign as manager at any time by giving not less than 60 days prior written notice to that effect to the Participants.

5.3 Removal of Manager

(a) The Manager will be deemed to have resigned if any one or more of the following events occurs and a Participant gives notice to the Manager requiring it to resign:

(i) an Event of Default occurs with respect to any Participant which is the Manager or which is an Affiliate of the Manager and the Event of Default has not been remedied and the Non-Defaulting

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Participants resolve by Special Majority Decision to require the Manager to resign;

(ii) an Insolvency Event occurs with respect to the Manager or a Holding Company of the Manager;

(iii) the Manager defaults in some material respect in the due performance and observance of any of its obligations as Manager under this document and such default is not remedied, or the Manager does not devise and implement with all diligence a cure plan, within a reasonable period determined by the Participants (acting reasonably) being at least 90 days after the Manager receives a notice in writing from any Participant requiring such default to be rectified;

(iv) the Manager assigns or purports to assign, all or any of its rights and obligations as Manager under this document otherwise than to a new Manager in accordance with this clause 5

(v) 180 days after neither the Manager nor any of its Affiliates hold in aggregate at least a 50% Interest, where, at the date of appointment of the Manager, the Manager or its Affiliates held such an Interest; or

(vi) the Management Committee determines by Special Majority Decision that, for any reason, the Manager should be replaced.

(b) Any resignation of the Manager under this clause will take effect on the date the Manager receives the notice requiring its resignation under clause 5.3(a). Such resignation does not prevent the Manager from recovering Costs incurred up to that date from the Participants, as well as other unavoidable, pre-committed or existing Costs incurred after that date.

(c) For the avoidance of doubt, where a resolution is put to the Management Committee to require the Manager’s resignation under clause 5.3(a) (other than clause 5.3(a)(i)) a Participant who is the Manager or an Affiliate of the Manager will be entitled to vote in relation to that resolution.

5.4 Removal on withdrawal from Joint Venture

(a) The Manager will be deemed to have resigned as the Manager if:

(i) the Manager is a Participant or an Affiliate of a Participant; and

(ii) that Participant transfers the whole of its Interest to another Participant or to a Third Party other than in accordance with clause 5.5.

(b) Any resignation of the Manager under this clause will take effect on the effective date of such Participant’s withdrawal from the Joint Venture.

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5.5 Assignment of Management Right with Interest

(a) The Manager may assign all or any of its rights and obligations as Manager under this document together with the transfer of all or part of its (or its Affiliate’s) Interest provided that:

(i) the assignee of the Interest will hold, after the transfer, an Interest of over 50% and the rights and obligations to act as Manager are assigned to the assignee or its Affiliate; or

(ii) the assignee of the Interest will hold, after the transfer, an Interest of 50% and the rights and obligations to act as Manager are assigned to the assignee or its Affiliate and either:

(A) the Manager can demonstrate to the reasonable satisfaction of the non-assigning Participants that the proposed new manager has the technical capability and experience to perform the obligations of the Manager under this document, including having managed at least one operation equivalent to that the subject of this document in a jurisdiction with a comparable operating culture to that of Australia. For the avoidance of doubt a comparable jurisdiction includes South Africa, Canada, USA, Great Britain and New Zealand; or

(B) the new manager is a company or an Affiliate of a company which has been pre-approved by the non-assigning Participants under clause 5.5(b) or 5.5(c), in which case the new manager shall be deemed to satisfy clause 5.5(a)(ii)(A).

(b) Subject to clauses 5.5(c) to 5.5(e), at any time, the Manager may seek pre-approval of a potential assignee (or a group of companies of which a potential assignee is or will be a member) of the rights and obligations as Manager under this document from the non-assigning Participants by providing the information reasonably required by the non-assigning Participants of the technical capability and experience of the proposed new manager and its Affiliates. The Participants, acting reasonably, must promptly approve or reject such request no later than 2 Business Days after receipt of such a written request and the required supporting information.

(c) The parties agree that the companies listed in annexure G or any Affiliates of those companies are pre-approved for the purposes of this clause 5.5.

(d) A pre-approval of a particular proposed assignee will be effective until the earlier of:

(i) the date that is 6 months after written notice has been given by a Participant to the Manager to withdraw an approval, which notice may only be given if there is, or in a Participant’s opinion (acting

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reasonably) there is likely to be, a material adverse change in relation to an approved proposed assignee (or a group of companies of which a potential assignee is or will be a member);

(ii) the date a Change in Control of the proposed assignee (or a group of companies of which a potential assignee is or will be a member) occurs or a transaction under which a Change of Control may occur is announced, except in the case where the acquiring entity is a company listed in annexure G or any Affiliates of such a company; and

(iii) the date of an announcement of the disposal or proposed disposal of all or a substantial part of the gold mining operations of the group of companies of which the proposed assignee is a member,

such that the approved proposed assignee may no longer satisfy the requirements of clause 5.5(a)(ii)(A).

(e) Any approval under this clause does not limit the rights of Participants under clause 14.3(b) nor the right of the Manager to seek the pre-approval of that potential assignee (or a group of companies of which a potential assignee is or will be a member) again or otherwise satisfy the requirements of clause 5.5(a)(ii) in respect of that potential assignee (or a group of companies of which a potential assignee is or will be a member).

5.6 Appointment of new Manager

If the Manager resigns or is deemed to have resigned under this clause 5:

(a) the Manager’s appointment as the Manager will terminate on the effective date of such resignation or deemed resignation;

(b) the Management Committee will meet as soon as reasonably practicable to approve, by Special Majority Decision, the appointment of a new Manager and the Participants will appoint the party so approved as the Manager on the terms and conditions contained in this document provided that if no new Manager can be appointed by such a vote then the Participant with the largest Interest (other than the removed or resigned Manager or its Affiliate) will be deemed to be the Manager. If there is more than one Participant with the largest Interest (excluding the removed or resigned Manager or its Affiliate), then those Participants will appoint the Manager and failing agreement the matter will be referred to an Expert to determine in accordance with clause 21; and

(c) a Participant who is an Affiliate of, or is, the Manager who has resigned or is deemed to have resigned under clauses 5.3(a)(v) or 5.3(a)(vi) will be entitled to vote in relation to the appointment of a new Manager unless it or its Affiliate is a Defaulting Participant.

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5.7 Delivery of property on change of Manager

On the effective date of its resignation or deemed resignation, the Manager will:

(a) deliver to its successor (or as the Participants may otherwise direct):

(i) all Joint Venture Assets in its possession or under its control;

(ii) transfer title to any Joint Venture Assets to its successor;

(iii) transfer any Security Interest it holds over Joint Venture Assets to its successor;

(iv) the Joint Venture Records and Accounts;

(v) all Confidential Information;

(vi) the results of all work undertaken by or for the Manager for the purposes of the Joint Venture, including all Mining Information and the results of any tests undertaken by or for the Manager; and

(vii) all exploration, mining, engineering and other reports or studies prepared by or for the Manager;

(b) deliver documents regarding the novation or assignment of the rights and liabilities of the Manager under any contract entered into in its capacity as Manager to the successor which takes effect on and from the effective date of the Manager’s resignation or deemed resignation, and where the novation or assignment of such a contract has not occurred by the effective date of the Manager’s resignation or deemed resignation, the Participants and the outgoing Manager must each continue to use all reasonable endeavours to procure the novation or assignment of the contract as soon as reasonably practicable;

(c) to the maximum extent legally permissible, transfer any Government Authorisations that can be transferred in relation to the Joint Venture Assets and in respect of any Government Authorisations which cannot be transferred by the Manager to its successor, it must do all things reasonably necessary to assist the successor in applying for new Government Authorisations, and if requested by the successor, terminate, surrender or cancel those Government Authorisations once the successor has obtained the relevant Government Authorisation or to enable the successor to apply for a replacement authorisation; and

(d) provide assistance to the Participants as requested, for up to 90 days and on a cost reimbursement basis, to allow the management, supervision and conduct of Operations to continue without interruption or adverse effect and to facilitate the orderly transfer of responsibility for and conduct of the Operations to its successor,

and the outgoing Manager and the Participants must sign, and must ensure the replacement Manager signs, all documents necessary to effect the assignment to the replacement Manager of the rights and interests of the outgoing Manager under the Deed of Cross Security with effect as at the effective date of the appointment of the replacement Manager.

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5.8 Liability of Manager

The Manager, its directors, officers, employees and agents will not be responsible for any Liabilities suffered or incurred by any Participant arising out of or in the course of the discharge of its duties as Manager except:

(a) where the Manager (or any person for whom the Manager is vicariously liable but subject to clause 5.11) has committed Gross Negligence or Wilful Misconduct; or

(b) for those amounts which the Manager, if it is also a Participant, is liable to expend or contribute in the discharge of its obligations under this document other than in its capacity as Manager.

5.9 Indemnity for Manager by Participants

Each of the Participants, severally to the extent of its Interest, will at all times indemnify and keep indemnified the Manager against all Liabilities suffered or incurred by the Manager in relation to Operations other than where the Manager (or any person for whom the Manager is vicariously liable) has committed Gross Negligence or Wilful Misconduct.

5.10 Indemnity by Manager of Participants

The Manager (in its own right) will at all times indemnify and keep indemnified the Participants and their respective directors, officers, employees, agents and contractors (Participant Indemnified Persons) from and against all Liabilities suffered or incurred by the Participant Indemnified Persons in connection with its management of the Operations while it is Manager, including any personal injury, disease, illness or death, or physical loss of, or damage to, property of the Participant Indemnified Person or any third party, where the Manager (or any person for whom the Manager is vicariously liable but subject to clause 5.11) has committed Gross Negligence or Wilful Misconduct.

5.11 Liability for Exploration Manager as delegate

For the avoidance of doubt, the parties acknowledge and agree that:

(a) the Participants approve the delegation under clause 6.5(b);

(b) the Manager is not to be held to have committed Gross Negligence or Wilful Misconduct in relation to the acts or omissions of the Exploration Manager as its delegate under clause 6.5(b) (or any person for whom the Exploration Manager is vicariously liable).

5.12 No other roles by Manager

The Parties acknowledge and agree that GFAM has been incorporated to act as Manager under this document and for no other purpose. GFAM must not perform any other functions or carry on any other business while Manager.

6 Powers and Duties of Manager

6.1 Conduct of Operations

(a) Subject to the terms and conditions of this document, and to such instructions as it may from time to time receive from the Management

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Committee, the Manager will, and is empowered to exercise all powers necessary to:

(i) manage, supervise and conduct Operations on behalf of, and as agent for, the Participants; and

(ii) implement the LOM Business Plan and exercise and discharge its powers and duties under this document in accordance with LOM Business Plan.

(b) Without limiting the generality of the foregoing, the Manager will:

(i) perform and attend to all acts, matters and things required of the Manager in accordance with the Joint Venture Documents;

(ii) perform on behalf of the Participants their obligations under the Titles, and their obligations under any agreement entered into by the Participants (or by the Manager on behalf of the Participants) for the purposes of Operations including the Regional Co-operation Arrangement;

(iii) pay:

(A) all rentals and other charges payable under the Titles; and

(B) all rates and taxes (other than taxes based upon or measured by income) payable on or assessed with respect to Operations or any Joint Venture Asset;

(iv) generally do all things necessary to maintain the Titles in good standing;

(v) prepare and file all reports and returns (except returns with respect to taxes based upon or measured by income) required by Law or by the Titles or any agreement with the State, the Commonwealth or other Government Agency with respect to Operations or the Joint Venture Assets;

(vi) comply with all Laws applicable to Operations, including Laws pertaining to safety and environmental protection;

(vii) comply with any decision or instruction of the Management Committee or the Participants made or given in accordance with this document;

(viii) maintain the Project Facilities in good working order;

(ix) without limiting the Regional Co-operation Arrangement, act as the Participant’s representative in respect of matters relating to Native Title Claims and Native Title Rights, negotiate agreements with persons holding Native Title Rights and with parties to Native Title Claims, provided that the Manager may not execute any such agreements, without the prior approval of the Management Committee by Special Majority Resolution;

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(x) comply or procure compliance with all material contracts entered into by the Manager or the Participants in relation to the Operations (including any native title or heritage agreement) and ensure any proposed LOM Business Plans are prepared to ensure compliance with any requirements under those agreements;

(xi) replace any Project Facilities as the Manager determines as necessary or desirable so that Operations may be safely, efficiently and lawfully conducted at all times;

(xii) sell or otherwise dispose of any Project Facilities or supplies that may be worn out, surplus or no longer required for Operations provided that any contract or arrangement for sale of such assets which have a written down book value of:

(A) more than $2.5 million but less than $7 million must be first approved by the Management Committee by an Ordinary Resolution; and

(B) $7 million or more must be first approved by the Management Committee by a Special Majority Decision.

(xiii) ensure that health, safety and environmental management systems are developed, implemented and maintained in respect of the Operations to the satisfaction of the Management Committee;

(xiv) endeavour to ensure that contractors engaged for the Operations develop, implement and maintain health, safety and environmental management systems to standards that comply with health, safety and environment plans approved by the Management Committee;

(xv) in the case of any emergency or accident, take such action as the Manager considers is necessary or advisable for the protection of life or the Joint Venture Assets;

(xvi) acquire all materials, supplies, machinery, equipment and services necessary for the conduct of Operations;

(xvii) subject to the requirements of schedule 4, engage (which may be by secondment), dismiss, supervise and control all management, technical and labour personnel necessary for the performance of its obligations under this document including determining the terms and conditions of such engagement and conducting all industrial relations;

(xviii) arrange for the transportation, handling, loading, shipment, refining (in the case of Dorē) and delivery of Product to the Delivery Point;

(xix) notify the Participants as soon as practicable after becoming aware of any event or circumstance of which it is aware which is likely to result in:

(A) litigation, arbitration or similar proceedings;

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(B) a material breach of any licence, authority, approval, direction, instrument or other similar matter;

(C) a material breach of any applicable legal requirement; or

(D) Force Majeure;

(xx) subject to the requirements of schedule 4, institute, defend, compromise or settle any court or arbitration proceedings or insurance claims commenced or threatened by or against the Manager or a Participant affecting or relating to Operations or Joint Venture Assets, provided that unless otherwise instructed by a Participant, the Manager may conduct such proceedings or claims for and on behalf of and in the name of each Participant;

(xxi) subject to the requirements of schedule 4, take forward cover for, or hedge, foreign currency obligations or pre-pay or take any other appropriate action to avoid currency losses, in each case in relation to Operations but in no circumstances is the Manager responsible for or entitled to any currency gains and losses, such losses and gains being borne by or credited to the Participants pro rata in proportion to their respective Interests;

(xxii) carry out the Rehabilitation Obligations and Mine Closure Obligations and comply with the Approved Closure Plan;

(xxiii) keep each of the Participants fully informed on all current material matters and developments arising out of Operations; and

(xxiv) generally do all such acts and things as may be necessary or desirable for the efficient conduct of Operations, the protection of the Joint Venture Assets and the attainment of the objects of the Joint Venture.

(c) Subject always to this document, the Manager has the power to enter into agreements and bind the Participants in the exercise of its duties in accordance with this document.

(d) Each of the Participants irrevocably appoints the Manager to be its attorney and in its name and on its behalf to do everything that the Manager is required to do to comply with clause 6.1(b)(iv).

(e) A Participant has the right to participate, at its own expense, in litigation or administrative proceedings initiated by the Manager on behalf of the Participants.

6.2 Funding of Manager

The performance by the Manager of its duties under this document will be subject to it receiving sufficient funds from each Participant in accordance with this document.

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6.3 Proper practices in Operations

The Manager will perform all of its duties under this document in a good, safe, workmanlike and commercially reasonable manner in accordance with Good Australian Mining Practice.

6.4 Independent status of Manager

(a) The Manager will report to and be subject to the general supervision and direction of the Management Committee. Subject to that supervision, and to the terms of this document, the Manager will have the authority, discretions and powers of an independent contractor in its management, supervision and conduct of Operations.

(b) The Manager may perform its obligations under this document itself or through its employees or such agents or contractors as it may decide. However, the use of an agent or contractor by the Manager in the performance of any of the duties of the Manager will not relieve the Manager of responsibility to the Participants for those duties.

6.5 Delegation

(a) Subject to clause 6.5(b), the Manager may delegate its rights and obligations as Manager, provided that:

(i) any delegation of the whole or a large part of its obligations requires the prior approval by Special Majority Decision of the Management Committee;

(ii) it remains liable for any acts or omissions of its delegates as if they were the acts or omissions of the Manager;

(iii) the Manager promptly informs the Management Committee of the identity of the delegate and the matter which has been delegated; and

(iv) the delegation is at no additional cost to the Participants.

(b) From the end of the Transition Period, the Manager delegates the planning and implementation of exploration over the Exploration Area to GOR on the terms set out in schedule 5 until that delegation is terminated in accordance with schedule 5:

(i) on the basis that clause 5.11 applies to the delegation to GOR under schedule 5; and

(ii) subject to clause 18.8,

and GOR accepts that delegation.

6.6 Manager’s custody of Joint Venture Assets

(a) Subject to the provisions of this document, the Manager will have the custody and control of the Joint Venture Assets.

(b) The Manager will hold any Joint Venture Asset which stands in its name as agent for the Participants in proportion to their respective Interests.

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(c) Except:

(i) where permitted by this document;

(ii) with the prior approval of the Management Committee; or

(iii) in the case of Permitted Security Interests,

the Manager must not mortgage, pledge, charge, encumber, sub-lease or otherwise dispose of or create any Security Interest or lien over or trust in respect of (or purport or attempt to do so) the Joint Venture Assets or any other real or personal property or money in which any Participant has an interest.

6.7 Key Appointments

(a) The Participants agree that the Manager will appoint the persons selected and approved by the Management Committee by Special Majority Decision to the positions of:

(i) General Manager, Gruyere Joint Venture to undertake the following tasks: assume responsibility for all operational aspects of the Gruyere Project, including working with the project steering committee and technical committee established under clause 4.16, and providing strategic and operational leadership in connection with the broader Operations. During development to Completion of Project Development, the key focus is to engage with the Manager and implement agreed systems in accordance with Good Australian Mining Practice ready to accept and operate the Project Facilities on and following Completion of Project Development; and

(ii) Project Director, Gruyere to undertake the following tasks: assume responsibility for the management of lodgement and granting of statutory approvals, and construction, commissioning and handover of the Gruyere Project. The Project Director will also be responsible for working with the project steering committee established under clause 4.16 during development to Completion of Project Development. The Project Director is required to provide strategic leadership on the Gruyere Project and is responsible for meeting all of the required outcomes of Operations set by the Manager in accordance with Good Australian Mining Practice including safety, cost and scheduling,

(Key Personnel).

(b) From the Effective Date the Participants agree that the initial Key Personnel will be:

(i) Wayne Foote as General Manager, Gruyere Joint Venture; and

(ii) Eng (Sim) Lau as Project Director, Gruyere Joint Venture,

and agree that after the Transition Period Wayne Foote will be seconded to the Manager on the terms of a secondment agreement to be agreed between GOR and the Participants.

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(c) The Manager may, from time to time, acting reasonably and in good faith, terminate the employment or secondment of, or employ a new person in the position of, any Key Personnel (or any equivalent position) provided the Manager has, so far as the circumstances practically allow, first consulted with each Participant in connection with the matter. Any replacement of Key Personnel will require a Special Majority Decision of the Management Committee. However nothing in this document prevents the Manager from appointing a person to an ‘acting’ position whilst a replacement for the relevant Key Person is being identified and retained.

(d) Pending any termination of employment or secondment of a Key Person (including any period of consultation with the Participants), the Manager (acting reasonably) may suspend the Key Personnel’s duties.

6.8 Secondees to manager

(a) When GFAM is the Manager, it must permit GOR to second up to 6 specified employees to the Manager.

(b) The costs of any secondment will form part of Costs, unless the Manager (acting reasonably) believes that the secondee’s skills and experience cannot be effectively utilised by the Manager, in which event the Manager and GOR will agree (acting reasonably) to an allocation of the costs associated with the secondee.

(c) Nothing in this clause requires the Manager to engage any secondee, if the secondee has committed any serious or persistent breach of the reasonable rules and policies which apply generally to employees of the Manager or its Affiliates and which is appropriate to warrant the removal of the secondee from the Project Area.

6.9 Contracts with Affiliates of Manager

The Manager agrees that:

(a) any agreements which are entered into by the Manager in the performance of its duties under this document with any of its Affiliates or with a Participant or any of its Affiliates will be on normal ‘arm’s length’ commercial terms consistent with the provisions of this clause;

(b) the terms of such agreements will be no less commercially reasonable in the particular circumstances of such agreements than would have been the case had such agreements been entered into with third parties which are not Affiliates of the Manager or any Participant; and

(c) any such agreements where the expected expenditure is worth more than $1,000,000 (annualised if applicable) will be submitted to the Management Committee for approval by Special Majority Decision before the Manager enters into them.

6.10 Contracts with third parties

(a) Unless otherwise decided by the Management Committee, all contracts or other arrangements with Third Parties entered into by the Manager for

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the purposes of or in the course of Operations will be entered into by the Manager as agent for the Participants with the result that:

(i) wherever possible, using the Manager’s reasonable endeavours, the Participants will be severally liable under such contracts and arrangements as principals in proportion to their respective Interests, and not jointly or jointly and severally liable; and

(ii) in the event of any breach or default on the part of the Third Party under such contracts and arrangements, proceedings may be brought against such Third Party to recover each Participant’s loss.

(b) Where, despite the Manager’s reasonable endeavours under clause 6.10(a)(i), the Participants are or become jointly or jointly and severally liable under a contract or other arrangement with a Third Party, the Participants agree that as between themselves, all liabilities under or in respect of any such contract will be borne by the Participants in proportion to their respective Interests, notwithstanding the terms of the contract.

(c) The Manager must not enter into any contract, where:

(i) it does not have sufficient approval to commit to the Operating Costs or Capital Cost in accordance with clauses 8.8 or 8.9;

(ii) the expected expenditure would be worth greater than $2,500,000 (annualised if applicable) unless the contract has first been submitted to the Management Committee and approved by an Ordinary Resolution; or

(iii) there is a multi-year expenditure commitment (whether by reason of minimum expenditure, take or pay, termination fees or inability to terminate the contract without a claim for damages) of at least $7,000,000 (annualised), unless the contract has first been submitted to the Management Committee and approved by a Supermajority Decision.

(d) The Manager must not enter into any contract requiring a Special Majority Decision unless the contract has first been submitted to the Management Committee and approved by Special Majority Decision.

(e) The Manager must, upon a request by any Participant, disclose to the Participants details and, if requested, copies of all contracts or other arrangements with third parties entered into by the Manager for the purposes of or in the course of Operations.

6.11 Gold Fields Pricing Advantage

(a) During the Transition Period and while GFA or its Affiliate is the Manager, each of GFA, and GFAM while acting as Manager, must do all things which are reasonably necessary and within their power to ensure that the Joint Venture obtains the benefits of discounted or reduced prices or other preferential terms for the supply to the Joint Venture of goods or services which the Affiliates of GFA are able to negotiate as part of GFA and its Affiliates (Gold Fields Group) bulk purchasing and

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bulk ordering of goods and services across all the operations of the Gold Fields Group (Gold Fields Pricing Advantage).

(b) GFAM must disclose to the Participants in respect of all goods and services to be purchased pursuant to an Approved Budget whether a Gold Fields Pricing Advantage may be available and the reasonable details in relation to those benefits:

(i) upon request of any Participant; or

(ii) in respect of a contract to which any of clause 6.9(c), 6.10(c)(ii) or 6.10(c)(iii) applies.

(c) GOR may request each of GFA and GFAM to provide access to its auditors of such information and evidence as GOR or its auditors may reasonably require for the auditors to confirm compliance with clause 6.11(a) provided that an undertaking as to confidentiality by the auditor, in a form set out in annexure E, is first obtained.

(d) It is acknowledged that obtaining the Gold Fields Pricing Advantage will not necessarily mean that the prices and/or terms for the supply of goods or services will be the same as those for other operations of GFA or its Affiliates as the pricing of goods and/or services will differ from site to site, due to the differing needs and circumstances of the particular sites or operations such as differences in specifications and scopes of work, transportation costs and site location.

6.12 No profit or loss by Manager

Unless otherwise agreed between the Manager and all of the Participants, the Manager will perform its duties under this document on a no profit or loss basis to the intent that:

(a) the Manager will neither gain nor lose by performing its duties under this document;

(b) the Manager will not be entitled to any fee margin or other remuneration from the Participants for the performance of its duties under this document;

(c) all costs, expenses and liabilities of the Manager arising out of the proper performance by the Manager of its obligations under this document in accordance with the terms of this document will be Costs and will be borne by the Participants in proportion to their respective Interests; and

(d) the Manager may charge an administrative or overhead fee to compensate the Manager for the reasonable indirect or overhead costs which it, or its Affiliates, incur in providing corporate administration and other services as Manager which are reasonably required for the efficient operation of the Joint Venture in accordance with this document (Overhead Charge) on a no profit or loss basis. The amount of the Overhead Charge will be the amount approved under the relevant Approved Budget and will be recoverable through the monthly Cash Calls up to the limit specified in the relevant Approved Budget. The reasonableness of the Overhead Charge will be reviewed annually by

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the Auditor under clause 11.1. If the Management Committee fail to agree the Overhead Charge the matter will be referred to an Expert to determine the Expert’s calculation of the Overhead Charge in accordance with clause 21. Until such determination is available the Overhead Charge from the previous year will continue to apply and any adjustment necessitated as a result of the Expert’s determination will be made within 10 Business Days of the Expert’s determination.

(e) The parties acknowledge the Initial Development Plan and Budget does not include an Overhead Charge. By no later than 60 days after the Effective Date, GOR, GFA and GFAM will agree:

(i) the Overheard Charge in respect of the Transition Period; and

(ii) the Overheard Charge in respect of the period from the end of the Transition Period until 31 December 2017.

If GOR, GFA and GFAM fail to agree the Overhead Charge for these periods, the matter may be referred by any party to an Expert to determine the Expert’s calculation of the Overhead Charge in accordance with clause 21.

6.13 Good faith

(a) The Manager will at all times act reasonably and in good faith in all its dealings with the Participants and in the performance of its duties under this document.

(b) The Manager will at all times act in the best interests of the Joint Venture as a whole.

6.14 Ratify actions of Manager

Each Participant agrees to ratify and confirm all actions taken by the Manager in the due and proper performance of its duties and in accordance with the terms of this document.

7 Insurance

7.1 Manager to insure

The Manager will, in accordance with instructions from the Management Committee from time to time, use all reasonable endeavours to effect and maintain the following insurances in the joint names of the Participants, the Manager and others entitled to rely on that insurance to the extent of their interests (subject, in the case of clauses 7.1(c) to 7.1(h) below, to such insurances being available upon commercially reasonable terms):

(a) insurance as required under any applicable workers’ compensation Law in respect of its liability to its employees engaged in Operations;

(b) any other insurance required by Law in connection with or because of Operations;

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(c) public liability insurance in respect of any claim made by any Third Party against the Manager or any Participant arising out of Operations or any act, omission, neglect or default occurring on or near the Project Area;

(d) insurance cover to protect Product against loss and damage up to the Delivery Point;

(e) business interruption insurance;

(f) contractors’ all risk insurance for the defects liability period in relation to the construction of the Gruyere Project for a limit of not less than the full replacement cost and costs of demolition and removal of debris;

(g) unless the Management Committee otherwise determines, insurance in respect of the loss of or damage to Joint Venture Assets for their full reinstatement value or such other amount as the Management Committee determines; and

(h) such other insurances as may from time to time be authorised or directed by the Management Committee,

and the Manager must, within 1 month after first effecting or within one month after any subsequent renewal of the relevant policy, provide to the Participants a summary of the insurance cover which the Manager has effected.

7.2 Management Committee approvals

The Management Committee must, from time to time, decide (and advise the Manager of the Management Committee’s decision in relation to):

(a) the types of insurance to be effected by the Manager;

(b) the level of cover (and policy deductibles where applicable) to be sought for each different type of insurance, provided that in the case of any insurance required by Law, the insured sum will be not less than the insured sum required by Law; and

(c) the minimum credit rating that is acceptable for the insurer or insurers selected by the Manager.

7.3 Insurer

All insurances under clause 7.1 will be effected with an insurer or insurers of good repute selected by the Manager, in the names of the Manager and each Participant for their respective rights and interests. The Manager must wherever possible procure that all such insurances include a provision that the insurer has no right of subrogation against any Participant or the Manager.

7.4 Participants may insure

(a) Each Participant will have the right to effect and maintain at its own expense and for its own benefit any insurance in addition to the insurances effected by the Manager under this clause 7.

(b) For the purpose of enabling a Participant to effect and maintain any insurance for its own benefit, the Manager will provide in a timely manner any information or materials requested by the Participant in accordance with clause 11.2.

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(c) At the request of a Participant, the Manager will seek an estimate for any additional or top up insurance reasonably requested by a Participant and will, subject to payment of any additional costs by that Participant, take out such insurance on behalf of the Participant.

7.5 Advice to Participants of change in insurances

Any material change to any insurances effected or maintained by the Manager in accordance with this clause 7 will be notified to each Participant at the time of such change.

7.6 Insurance by contractors

The Manager will use all reasonable endeavours to ensure that all independent contractors of the Manager effect and maintain:

(a) insurance as required under any applicable workers’ compensation Law;

(b) appropriate public liability insurance and professional indemnity insurance; and

(c) any other insurance as may be required by the Management Committee.

8 Budgets and planning

8.1 Optimising Initial Development Plan and Budget

(a) The Initial Development Plan and Budget is in an agreed form and is binding on the parties.

(b) The Participants agree to use reasonable endeavours to promptly assess and negotiate optimisations and improvements to the Initial Development Plan and Budget provided those optimisations and improvements do not adversely affect the rights, interests, responsibilities or Liabilities of a party without that party’s prior agreement.

(c) The Manager will provide reasonable access to information, senior management of Manager and the Joint Venture Assets to the extent required to facilitate, assess and negotiate optimisations and improvements to the Initial Development Plan and Budget. Access will be provided promptly provided that it does not unreasonably disrupt the conduct of the Operations.

8.2 Commencement under Initial Development Plan and Budget

(a) The Parties agree that:

(i) in respect of the period from the Effective Date until 31 December 2017, the LOM Business Plan is the Initial Development Plan and Budget;

(ii) the Manager (whether GOR or GFAM), on behalf of the Participants, will undertake the development and construction of the Project Facilities in accordance with the Initial Development Plan and Budget, commencing on the Effective Date; and

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(iii) the Participants and the Manager must use best endeavours from the Effective Date to promptly do all things required in accordance with this document and the Initial Development Plan and Budget to meet the Implementation Schedule.

(b) Each Participant warrants that it had, at the date of the Sale Agreement, fully assessed all information known to it regarding the matters the subject of the Implementation Schedule and, as at the date of the Sale Agreement, had no reason to believe the Implementation Schedule was not achievable.    

8.3 Preparation and approval of the LOM Business Plan

The Parties agree that:

(a) prior to 30 June of each year, the Manager will consult with each of the Participants to discuss and agree the assumptions (including metal price, exchange rates, diesel price and other key commodities consumed, discount rate and inflation rate) to be used in preparing the draft LOM Business Plan and Proposed Budget;

(b) if exploration is delegated to GOR under clause 6.5(b), GOR will propose for inclusion in the draft Exploration Plan which complies with clause 8.4(c)(v) a Proposed EA Budget and a draft EA Exploration Plan for the next Financial Year and, if it does so, it must give it to the Manager prior to 15 July to enable the Manager to incorporate it in the draft LOM Business Plan and Proposed Budget;

(c) prior to 31 July of each year, the Manager will submit to each Participant a draft LOM Business Plan (incorporating a Proposed Budget and if exploration is delegated to GOR under clause 6.5(b), the draft EA Exploration Plan and the Proposed EA Budget proposed by the Exploration Manager) which, among other periods, covers the period commencing on the following 1 January;    

(d) the Participants will promptly review the draft LOM Business Plan (incorporating a Proposed Budget) in consultation with the Manager. The Manager will update the draft LOM Business Plan (incorporating a Proposed Budget) to include agreed changes, prior to submission of the LOM Business Plan (incorporating a Proposed Budget) to the Management Committee for consideration and approval at least a month prior to the end of the current Financial Year; and

(e) at the relevant meeting of the Management Committee in the final quarter of each Financial Year, or at such other time as the Participants may otherwise agree, the Management Committee will consider and may approve all or part of the draft LOM Business Plan and the Proposed Budget in accordance with clause 8.6(a), with or without amendment.

8.4 LOM Business Plan – Contents

(a) Each LOM Business Plan will set out and cover the following separate areas:

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(i) detailed information in relation to the proposed Operations and Costs in each month during the first two Financial Years covered by the LOM Business Plan, which information must be presented in accordance with the relevant categories set out in clause 8.4(c); and

(ii) to the extent reasonably practical, information in relation to proposed Operations and Costs for each subsequent Financial Year during the then-estimated Life of Mine, which information must be presented in accordance with the relevant categories set out in clause 8.4(c).

(b) Each Proposed Budget will set out detailed information in relation to the proposed Operations and Costs in each month during the Financial Year, which information must be presented in accordance with the relevant categories set out in clause 8.4(c).

(c) For the purposes of clauses 8.4(a) and 8.4(b), the monthly and annual information set out in a LOM Business Plan must be divided into the following separate plan categories (except to the extent that no expenditure or activity is anticipated for the relevant category):

(i) Mine development / evaluation plan: this must contain details of proposed mine development and reasonable justification for projects proposed for mine development and evaluation activities.

(ii) Mining physicals / mine metal plan: this must contain details of Ore tonnes moved, waste, production risk rating.

(iii) Capital Costs plan: this must contain details and reasonable justification for any proposed Capital Works and a ranking of the priority of each proposed Capital Work. Assets to be scrapped or disposed of as a result of proceeding with any new Capital Work should be identified.

(iv) Operating Costs plan: this must reflect the guidance and directions of the Management Committee as to the grade of Ore to be mined, the amount of gold and other Minerals to be produced, and other matters relating to Operating Costs, including utilisation and availability of equipment.

(v) Exploration plan: A plan for exploration for gold, and such other Minerals as the Participants may agree, within the Project Area including details and reasonable justification for projects together with a budget for those works, split into work on the Development Area (if appropriate) and work on other Project Areas as proposed and drafted by the Manager or, if the exploration is delegated to the Exploration Manager under clause 6.5(b), drafted by the Exploration Manager in respect of the Exploration Area.

(vi) Rehabilitation plan: this must describe anticipated works to be carried out to meet Rehabilitation Obligations and clearly identify

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the expenditure to be charged against existing provisions and the expenditure which is not covered by existing provisions.

(vii) Care and maintenance Plan: this must describe the care and maintenance activities to be undertaken (if any) and the associated costs.

(viii) Closure Plan: this must describe the anticipated activities to be carried out to meet the Mine Closure Obligations.

(ix) Manpower Plan: this must be a plan setting out the staffing and manpower required in connection with the implementation of any proposed Operations referred to in this clause 8.4 or any other approved work programme or Operations under this document.

(x) Budget: this must show:

(A) Working capital: expected movement in the individual significant components of working capital for the following year.

(B) Cash flow: the relevant periodic cash requirements for each of the categories in the LOM Business Plan and clearly distinguish between Capital Costs and Operating Costs.

(C) Called Sum forecast: the extent to which the periodic cash requirements can be satisfied from cash on hand, and will include a Called Sums forecast showing the estimated periodic contribution required from each Participant.

8.5 Revision of LOM Business Plan

(a) At any time prior to the approval and adoption of the next succeeding LOM Business Plan (including the Proposed Budget), the Manager may propose revisions to the LOM Business Plan (incorporating the Approved Budget) for approval by the Management Committee in accordance with the terms of this document.    

(b) The Manager must prepare proposed revisions to the LOM Business Plan (incorporating the Approved Budget) if, at any time, it becomes necessary to make a material alteration in respect of any of the plans specified in the most recent LOM Business Plan and/or Approved Budget, or if the Management Committee otherwise requests such an amendment and submit the proposed revisions for approval by the Management Committee in accordance with the terms of this document.

(c) The Manager must promptly provide the Participants with any revisions to the LOM Business Plan (incorporating the Approved Budget) approved by the Management Committee.    

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8.6 Approval of LOM Business Plan and revisions

(a) A proposed LOM Business Plan (incorporating a Proposed Budget) may be approved in whole or in part by the Management Committee by Special Majority Decision.    

(b) Subject to clause 8.8(d), a revision or variation to the approved LOM Business Plan (including the Approved Budget) requires approval by the Management Committee by Special Majority Decision.

8.7 Temporary Operating Plan if LOM Business Plan not approved

If the Management Committee has not approved all or part of the proposed LOM Business Plan (including the Proposed Budget) for the following Financial Year (Relevant Year), by no later than one month prior to the commencement of the Relevant Year, the following provisions will apply for so long as the unapproved part of that proposed LOM Business Plan or Proposed Budget has not been so approved:

(a) The portions of the LOM Business Plan and Proposed Budget for the Relevant Year which are approved by the Management Committee will apply (to the extent practicable).

(b) The relevant portions of the LOM Business Plan for the Relevant Year from the most recently approved LOM Business Plan will apply (to the extent they are applicable and were approved and including, at a minimum, ensuring that the expenditure obligations prescribed under each of the Titles and all unavoidable obligations contained in agreements related to the Operations are properly met) to the portions of the LOM Business Plan and Proposed Budget for the Relevant Year which are not approved by the Management Committee.    

(c) The portions of the plans and budgets referred to in clauses 8.7(a) and 8.7(b) will together be deemed to be an Approved Budget for the Relevant Year and implemented by the Manager in accordance with this document.

(d) When the Management Committee approves any unapproved portion of the new LOM Business Plan under the terms of this document, the Manager will, as soon as practicable, vary its activities and expenditure so as to continue in accordance with the new and approved LOM Business Plan (including the Approved Budget).

8.8 LOM Business Plan is binding on the Manager

(a) The most recent LOM Business Plan (including the component plans and Approved Budget), as approved or revised and amended by the Management Committee in accordance with this document, will be binding on the Manager and the Participants.

(b) Except as otherwise required or allowed under this document, the Manager must carry on the development, construction, maintenance and conduct of the Operations in accordance with the LOM Business Plan (including the Approved Budget).

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(c) The Manager is obliged and authorised to conduct Operations and to incur expenditure and make disbursements approved or for which an allowance or provision is made, in an Approved Budget and in accordance with the Approved Budget.

(d) The Manager must use all reasonable endeavours not to incur any expenditure (including Capital Costs and Operating Costs) in excess of the amount budgeted in an Approved Budget except as provided below:

(i) aggregate over-expenditure on Operating Costs of:

(A) 10% or less of the total expenditure under the Approved Budget is permitted without approval of the Management Committee;

(B) more than 10% but less than 20% of the total expenditure under the Approved Budget is permitted if approved in advance by Ordinary Resolution of the Management Committee; and

(C) 20% or more of the total expenditure under the Approved Budget is permitted if approved in advance by Special Majority Decision of the Management Committee;

(ii) aggregate unbudgeted Capital Costs (including any overruns on budgeted Capital Costs) of:

(A) up to $2.5 million from that under the Approved Budget is permitted without approval of the Management Committee;

(B) between $2.5 million and $7,000,000 from that under the Approved Budget is permitted if approved in advance by Ordinary Resolution of the Management Committee; and

(C) $7,000,000 or more from that under the Approved Budget is permitted if approved in advance by Special Majority Decision of the Management Committee;

(iii) reasonable expenditure to fund urgent action under clause 8.9 is permitted without approval of the Management Committee.

8.9 Urgent Action

(a) Subject to clause 8.9(c), the Manager has the right to take any urgent or emergency action as, in its judgement, is necessary to preserve property, avoid, mitigate or prevent material risk of harm or damage to persons, property or the environment and to ensure Participants comply with their respective contractual and legal obligations in relation to the Operations.

(b) The Manager must promptly notify the Participants as and when any costs of the nature referred to in clause 8.9(a) above are incurred.

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(c) To the extent that time permits, the Manager must use reasonable endeavours to:

(i) seek the approval of the Management Committee as otherwise required of it under this document; or

(ii) consult with the Participants and the Management Committee,

as soon as reasonably practicable after becoming aware of the need to take urgent action.

9 Provision of Funds

9.1 Proportional contribution

Each Participant must contribute to Costs in proportion to their respective Interests, and Cash Calls issued under this clause 9 will be prepared accordingly.

9.2 Manager may apply funds held

The Manager will be entitled to apply funds held by the Manager for the account of a Participant under this document to satisfy that Participant’s share of Costs.

9.3 Monthly Cash Call

(a) At or prior to the Completion Date, GOR will notify the Participants of the estimated funding requirements required by the Manager for the period from the Completion Date up to the date the next Called Sum is payable by Participants under clause 9.5(a), including details of the estimated disbursements to be made for Costs during that period. The amount specified will comprise a Called Sum and is payable within 5 Business Days after the Completion Date in accordance with clause 9.5(b) (other than (i)) (including payment by GFA under clause 9.7).

(b) Based upon LOM Business Plan (including the Approved Budget, as revised by the Management Committee from time to time) or where applicable any Approved Budget under clause 8.7, the Manager must submit to each Participant, on or before the 15^th day of each Month, a statement (Cash Call) showing:

(i) the estimated disbursements to be made for Costs during the following Month (showing Operating Costs and Capital Costs separately);

(ii) the extent, if any, to which such disbursements can be satisfied by funds already held by the Manager for the account of the Participants under this document;

(iii) the extent to which estimated disbursements to be made to Capital Costs during the following Month comprises Costs payable solely by GFA under clause 9.4;

(iv) the amount (Called Sum) required to be paid by each Participant (which, for the avoidance of doubt, is the cash amount which is

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required to be paid by a Participant after application of funds held by the Manager to the account of the Participant in accordance with clause 9.3(b)(ii) and any amount payable by GFA under clause 9.3(b)(iii));

(v) the place or places where, and manner in which, payment is to be made; and

(vi) such other details as the Management Committee may from time to time direct.

(c) Subject to clause 9.8, a Called Sum for a Month may be for an amount which is:

(i) under 120% of the monthly Called Sum forecast for that Month under the then current Approved Budget without approval of the Management Committee;

(ii) 120% or more, but less than 140%, of the monthly Called Sum forecast for that Month under the then current Approved Budget, if approved by an Ordinary Resolution of the Management Committee; or

(iii) 140% or more of the monthly Called Sum forecast for that Month under the then current Approved Budget, if approved by a Special Majority Decision,

provided that:

(iv) if at any time after the first 3 months of the Financial Year, the “Year to Date” Called Sum and the proposed Called Sum for the next Month would be greater than 110% of Called Sum forecast for that period under the then current Approved Budget, the proposed Called Sum requires approval by an Ordinary Resolution of the Management Committee; and

(v) if at any time after the first 3 months of the Financial Year, the “Year to Date” Called Sum and the proposed Called Sum for the next Month would be greater than 120% of Called Sum forecast for that period under the then current Approved Budget, the proposed Called Sum requires approval by an Special Majority Decision of the Management Committee.

9.4 GFA Sole Funding Obligations

(a) GFA will be solely liable for and must bear and pay any Capital Costs Overruns up to an amount in total equal to $50.7 million.

(b) The Participants acknowledge that it may not be possible to determine the total of Capital Costs Overruns that GFA is required to pay under this clause until the completion of the Initial Development Plan and Budget and the total Capital Cost Overruns for that budget can be calculated. Accordingly, the Participants agree that the Capital Costs Overruns shall be calculated, paid and reconciled as follows:

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(i) the Manager will include in the amounts payable by GFA in each Cash Call an amount reflecting the Capital Cost Overruns incurred to date, and not already paid by GFA, until the first to occur of the completion of the Initial Development Plan and Budget and such time as GFA has paid an amount towards Capital Cost Overruns totalling $50.7 million;

(ii) at the completion of the Initial Development Program and Budget the Manager will calculate the aggregate Capital Costs Overruns for the whole of the Initial Development Plan and Budget and a reconciliation of that amount to the amount paid by GFA under this clause and any adjustment necessary shall be made in the following Cash Call; and

(iii) any dispute between the Participants regarding the calculation of the Capital Costs Overruns shall be referred to an Expert to determine in accordance with clause 21 and any adjustment necessitated as a result of the Expert’s determination will be made within 10 Business Days of the Expert’s determination.

(c) GFA will be solely liable for and must bear and pay the Cost (whether or not included in the Initial Development Program and Budget) required to:

(i) pay Capital Costs associated with compliance with the Cyanide Code; and

(ii) the incremental cost to implement and operate SAP for the Joint Venture compared to the estimated cost for the implementation and operation of the IFS enterprise resource system that GOR had intended to implement. If they have not done so already, the parties will agree the estimated cost for the implementation as soon as practicable after the Effective Date.

(d) Capital Costs paid by GFA under clause 9.4(c) will not comprise Capital Cost Overruns.

9.5 Payment of Called Sum

(a) Subject to clauses 9.6 and 9.7, each Participant must pay to the Manager the Called Sum applicable to it by the later of:

(i) 14 days after a Cash Call is made; and

(ii) the first day of the Month following the Month in which the Cash Call is made.

(b) Called Sums must be paid to the Manager:

(i) within the timeframe prescribed by this clause 9.5 or clause 9.7 (as applicable);

(ii) in Australian currency;

(iii) in immediately available funds;

(iv) free of set-off, deduction or counterclaim; and

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(v) at the place or places, and in the manner, specified in the Cash Call.

(c) Nothing in this clause 9 prevents a Participant paying a Called Sum on behalf of another Participant pursuant to any agreement which may exist between them, and any such payment shall be credited as a payment by the Participant against whom the Cash Call was made.

9.6 GFA Funding for Significant New Called Sum

(a) In relation to a Called Sum:

(i) If the Called Sum payable by GOR for any Month exceeds the amount for that Month in the Approved Budget by $5,000,000 or more (including any Called Sum under clauses 9.8 or 15.5(a)) (Significant New Called Sum), GOR may give notice to GFA (Funding Notice) within five Business Days after receipt of the Cash Call, requiring GFA to pay all or any part requested by GOR of the excess of the Significant New Called Sum above the Called Sum for that Month in the Approved Budget (Funding Amount), to permit GOR time to raise funds.

(ii) If GOR issues a Funding Notice, GFA must pay the Funding Amount to the Manager under that Cash Call on GOR’s behalf within the time required under clause 9.5. Upon GFA paying all or part of the Funding Amount there will be a debt due by GOR to GFA in accordance with clause 9.6(a)(iii) that is secured by the Deed of Cross Security.

(iii) The Funding Amount:

(A) accrues interest at the Interest Rate calculated on daily balances, and capitalised monthly, from the date the Funding Amount is advanced until the date of actual payment; and

(B) is repayable with accrued interest within 60 days (or such longer period as GFA agrees) after GFA advances the Funding Amount.

(iv) A failure to advance the Funding Amount when due which continues for the five Business Days contemplated by clause 15.1(a) will be an Event of Default by GFA, not GOR.

(v) A failure to repay the Funding Amount with all accrued interest when due which continues for the five Business Days after notice from GFA will be an Event of Default by GOR.

(b) In relation to a proposed new funding commitment:

(i) A proposed LOM Business Plan and Proposed Budget includes proposed Costs which exceed the amount proposed for that year in the last approved LOM Business Plan and Approved Budget by $5,000,000 or more (New Funding Commitment), GOR may give notice to GFA (Funding Notice) within 10 Business Days after

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receipt of the proposed LOM Business Plan and Proposed Budget, requiring GFA to provide funding for all or any part of the New Funding Commitment specified in the notice (Funding Amount), to permit GOR time to raise funds.

(ii) If GOR issues a Funding Notice, GFA must pay the Funding Amount to the Manager under the Cash Calls that require the New Funding Commitment to be met on GOR’s behalf within the time required under clause 9.5. Upon GFA paying all or part of the Funding Amount there will be a debt due by GOR to GFA in accordance with clause 9.6(b)(iii) that is secured by the Deed of Cross Security.

(iii) The Funding Amount:

(A) accrues interest at the Interest Rate calculated on daily balances, and capitalised monthly, from the date the Funding Amount is advanced until the date of actual payment; and

(B) is repayable with accrued interest within 60 days (or such longer period as GFA agrees) after GFA advances the Funding Amount.

(iv) A failure to advance the Funding Amount when due which continues for the 5 Business Days contemplated by clause 15.1(a) will be an Event of Default by GFA, not GOR.

(v) A failure to repay the Funding Amount with all accrued interest when due which continues for the five Business Days after notice from GFA will be an Event of Default by GOR.

(c) Notwithstanding anything to the contrary, GOR will not be able to issue a Funding Notice under this clause if it has committed an Event of Default that has not been remedied at the time of issuing the Funding Notice.

(d) The rights of GOR and the obligations of GFA under this clause 9.6 are subject to clause 18.8.

9.7 Payment from Deferred Consideration

(a) GFA will pay GOR’s Called Sum under a Cash Call for and on behalf of GOR within the time required under clauses 9.3(a) and 9.5, up to the aggregate amount equal to the Deferred Consideration (to the extent not paid to GOR under the Sale Agreement or clause 9.7(d)).

(b) GFA will provide GOR with notice of payment within 2 Business Days after payment is made.

(c) A failure by GFA to advance any amount required under this clause which continues for five Business Days will be an Event of Default by GFA, not GOR.

(d) GFA must pay GOR any amount payable under clause 7.1(b) of the Sale Agreement as and when due in accordance with that clause.

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9.8 Emergency Cash Call

(a) If at any time the Manager is, or is likely to be, required to take urgent action under clause 8.9 which requires funds in excess of the funds then available to the Manager, and which have not been provided for in the most recent Cash Call, the Manager may issue an emergency Cash Call to each Participant stating:

(i) the amount of funds required for Costs;

(ii) the Called Sum required to be paid by each Participant;

(iii) the place or places where, and manner in which, payment is to be made; and

(iv) the circumstances, in reasonable detail, giving rise to the necessity for obtaining such funds.

(b) Subject to clause 9.6, each Participant must, as soon as practicable (and in any event within five Business Days) after receipt of an emergency Cash Call, pay to the Manager the Called Sum applicable to it.

(c) The parties acknowledge that clause 9.3(a) does not apply to any Cash Calls made under this clause 9.8.

9.9 Bank account

(a) All Called Sums and other moneys received or earned by the Manager on behalf of the Joint Venture will be deposited into a designated account or accounts in the name of the Manager, as manager of the Joint Venture, maintained at a branch or branches of a bank authorised to carry on a banking business under the Banking Act 1959 (Cth) selected by the Manager.

(b) The Manager alone will be entitled to operate such account or accounts and may from time to time temporarily invest any surplus funds in such account in accordance with such short term investment policies as may from time to time be approved by the Management Committee.

(c) No such investment will have a maturity exceeding the time within which the funds so invested are required to be disbursed on account of Costs.

(d) All funds in the account (including any short term investments acquired with such funds) will remain the beneficial property of the Participants in proportion to their Interests until such time as those funds are disbursed on account of Costs.

(e) The Manager must notify the Participants when the Manager opens or closes any bank account acting as agent for the Participants.

9.10 Disbursements from bank account

The Manager will make from the account referred to in clause 9.9 all disbursements which are required to be made from time to time on account of Costs.

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9.11 Repayment of surplus funds

(a) The Manager will, if directed by the Management Committee, repay to each Participant (other than a Participant in respect of which there is an Event of Default or which is in default in the payment of any Called Sum) any funds which are in excess of that Participant’s share of the estimated disbursements for the following Month and the amount of working capital deemed necessary by the Manager for Operations as set out in the Cash Call provided to that Participant in accordance with clause 9.3.

(b) The Manager will not be obliged to repay any such funds to a Participant if the amount is less than $100,000 unless requested to do so by that Participant.

9.12 Accounting for Called Sums

The Manager will use Called Sums, and any assets acquired by the use of such funds, for the purpose of Operations or for payment to Participants as provided in clause 9.11, and for no other purpose.

10 Records, accounts and reports

10.1 Manager to keep records and accounts

(a) The Manager will, in accordance with the Accounting Procedure and generally accepted accounting principles and customary cost accounting practices in the mining industry, keep, or cause to be kept, comprehensive, true and accurate records and accounts of:

(i) Operations;

(ii) the Manager’s performance of its duties;

(iii) the Joint Venture Assets;

(iv) all Called Sums received by the Manager from (or on behalf of) each Participant;

(v) all contracts and transactions entered into by or on behalf of the Participants in connection with the Joint Venture;

(vi) the Cost and expenses of all transactions entered into by or on behalf of the Participants;

(vii) all approvals of requisitions, purchase orders, invoices, contracts, authorisation for capital expenditure requests;

(viii) all approvals required in connection with this document, including minutes of meeting, Ordinary Resolutions and Special Majority Decisions; and

(ix) agendas, minutes and documents provided to members for the Management Committee and any sub committees including the Technical Committee and Operating Committee,

(Joint Venture Records and Accounts).

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(b) Without limiting the generality of the foregoing, the Joint Venture Records and Accounts will be separate from the records and accounts of any other business or activity conducted by the Manager and will be maintained in such manner as may be reasonably necessary to enable each Participant to meet its reporting, accounting and tax return requirements.

10.2 Place for records

(a) The Manager will determine the place or places within Australia where the Joint Venture Records and Accounts are kept.

(b) The Manager must keep each Participant informed as to each location where the Joint Venture Records and Accounts are kept.

10.3 Annual financial statement

(a) The Manager must in respect of each Financial Year provide to each Participant as soon as practicable (and no later than 30 days) after the end of each Financial Year (commencing with the Financial Year in which the Effective Date occurs), a financial statement reflecting:

(i) all receipts, expenditures and transactions made by the Manager on behalf of the Participants in connection with the Joint Venture during that Financial Year;

(ii) all Joint Venture Assets in the custody or control of the Manager as at the end of that Financial Year; and

(iii) all Joint Venture liabilities as at the end of that Financial Year.

(b) All costs incurred by the Manager in complying with this clause will form part of Costs.

10.4 Monthly report

The Manager will provide to each Participant, within 10 Business Days after the end of each Month, a written report detailing:

(a) the progress and results of Operations during the Month just ended (with commentary on any material departures from the LOM Business Plan (including the Approved Budget);

(b) all outgoings incurred and payments made during that Month;

(c) a running reconciliation of actual incurred expenditures to date against costs under the Approved Budget (with commentary on any material departures);

(d) all proposed outgoings and payments to be incurred or made during the next Month (with commentary on any material proposed departures from the Approved Budget);

(e) estimate on level of gold in circuit, quantity of stockpiles and estimated gold content; and

(f) a statement of the assets and liabilities of the Joint Venture and each Participant’s investment in the Joint Venture,

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in sufficient detail to satisfy the respective Participant’s corporate reporting requirements and to a level which is at least the same or similar to that which the Manager may provide to its senior management or Affiliates.

10.5 Other reporting requirements

(a) The Manager must provide the following reports to each Participant:

(i) immediately after the occurrence of any event which causes, or is likely to cause, material damage to the Joint Venture Assets or delay or adversely affect the Operations, a report of the event and an estimate of likely resultant costs, to the extent it can be reasonably estimated at that time;

(ii) immediately after the occurrence of any event or circumstance which constitutes or is reasonably likely to constitute an event or development which requires disclosure by a Participant under its continuous disclosure obligations under the rules of any applicable stock exchange, a report on the status and, to the extent known, impact of the event or circumstance on the Project (and any further updates as required by the Participant to comply with its disclosure obligations);

(iii) as soon as practicable after the occurrence of any lost time injury, any legal or threatened claim valued above $2,500,000, significant environmental incident, damage or destruction of property valued at over $2,500,000 or other event that requires a report to be filed or notification to be lodged with a Government Agency, notice of that occurrence or event;

(iv) within 10 Business Days after a written request from a Participant, all reports and information required by a Participant to comply with its periodic reporting and disclosure obligations under the rules of any applicable stock exchange, including in respect of mineral reserves and resources; and

(v) as soon as practicable after notice to the Manager, report on the status and conduct of any actual or threatened court or arbitration proceedings or insurance claims.

(b) A Participant which is subject to continuous disclosure and other disclosure obligations under the rules of any applicable stock exchange will provide guidance to the Manager to assist it to understand the requirements and provide one or more contact persons who are members of the Participant’s continuous disclosure committee (or senior management team) with whom the Manager may discuss disclosure compliance matters.

10.6 Information and data

(a) The Manager will provide all information, data and material concerning Operations which the Participant may reasonably require to meet its statutory reporting, audit and disclosure obligations under the Corporations Act, the Australian Stock Exchange Listing Rules, the

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applicable Laws or the rules of any other recognised stock exchange as applicable.

(b) The Manager will ensure that Exploration Information and Resources and Reserves are calculated and reported to the Participants in a manner that complies with the JORC Code and, where it is applicable to any Participant, the SAMREC Code. To the extent there is any conflict between the requirements of the JORC Code and the SAMREC Code such that it is not possible to prepare a single calculation or report that meets the requirements of both such codes, the Manager will prepare separate calculations and reports but must provide copies of all such separate calculations and reports to all Participants.

(c) Subject to clause 10.8, the Manager will provide reports on the Exploration Information and Resources and Reserves that are in a format reasonably required by the Participants to meet their respective reporting and disclosure requirements referred to in clause 10.6(a). To the extent compliance with those reporting and disclosure requirements requires the consent of a Competent Person, the Manager must obtain that consent on behalf of the Participants in the form reasonably required by each Participant.

(d) The Manager will (in conjunction with the relevant Competent Person) be responsible for determining the assumptions to be used for the calculation of Resources and Reserves but will, so far as is practical, notify the Participants of those assumptions in advance of finalising any estimates of Resources and Reserves. Subject to being advised by the Participants of the relevant deadlines, the Manager will use all reasonable endeavours to provide the details of those assumptions to enable the Participant to comply with applicable regulatory reporting deadlines if it disagrees with the assumptions adopted by the Manager. If any Participant does not agree with the assumptions used by the Manager, the Manager will upon request of any Participant, promptly provide to the Participants an electronic copy of the model used to generate the estimates of Resources and Reserves in such a form and with such content as will enable the Participant to alter the relevant assumptions and generate its own estimates of Resources and Reserves. The Manager must provide the Participant with such reasonable assistance as the Participant may require in order to operate and assess the model for that purpose. In that event, the Participant will be responsible for obtaining the necessary Competent Person consent for the estimates of Resource and Reserves that it generates.

(e) To enable a Participant who has a financial year end of 30 June to comply with their statutory reporting obligations, the Manager will provide such Participant with the following information in relation to the Joint Venture for (as applicable) the year ending on, or as at, 30 June:

(i) Statement of Financial Position;

(ii) Income Statement;

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(iii) Cash Flow Statement;

(iv) Trial Balance;

(v) Asset Register of the Joint Venture Assets;

(vi) Inventory (Gold-in-circuit)/Stock Model;

(vii) Deferred Stripping Model;

(viii) Employee Leave Balance, payroll tax returns and superannuation payments;

(ix) Cash balance;

(x) details of calculation of contingent liabilities;

(xi) Business Activity Statements, all sales tax, fringe benefits tax, customs duty, excise duty and diesel fuel rebates returns or statements; and

(xii) royalty statements in relation to the royalties payable to the State,

prepared in accordance with International Financial Reporting Standards (where applicable) and any supporting materials prepared by or on behalf of the Manager in the preparing this information.

10.7 Copies of reports to Participants

Upon request by a Participant, the Manager must provide to the Participant:

(a) copies of all reports prepared by the Manager in connection with Operations; and

(b) copies of all material reports and other significant written communications to or from any Government, Government Minister or Government Agency relating to any Title or Operations.

10.8 Format

The Manager must consult with the Participants, when requested by a Participant, in relation to the format of reports to be provided pursuant to this clause 10 and have regard to the information requirements of the Participants. The Manager also acknowledges that, accordingly, the format of the reports may change from time to time.

10.9 Additional reporting

Except where expressly provided otherwise, where a Participant requires any particular reporting or information requirements that differ from that which the Manager would otherwise give under this clause, the additional external costs incurred by the Manager in providing information requested under this clause must be paid by the requesting Participant provided that the costs are material and the Manager can demonstrate to the requesting Participant that equivalent costs have been charged to any Affiliate of the Manager when it has been provided with information by the Manager in the past. To the extent any costs are not required to be met by the requesting Participant under this clause, they will be constitute Costs under this document.

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11 Audit and Access

11.1 Audit

(a) The Manager must provide to each Participant, within 40 days after the relevant end of Financial Year, a report by an independent auditor registered in accordance with Part 9.2 of the Corporations Act appointed by the Manager (Auditor) in which the Auditor reports to the Participants that the Auditor has examined the Joint Venture Records and Accounts, the basis for provision of funds to the Manager and the financial statement for the relevant Financial Year and is satisfied as to their accuracy or, if the auditor is not so satisfied, the reason why the Auditor is not so satisfied.

(b) The audit will be conducted to in accordance with Australian Auditing Standards ASQC1 – Quality Control for Firms that Perform Audits and Reviews of Financial Reports and Other Financial Information, Other Assurance Engagements and Related Services Engagements (Complied) and will confirm that the financial report presents fairly, the financial position of the Joint Venture as at the balance date in accordance with the basis of preparation described in the Joint Venture financial statements. An objective of the audit is that the Participants may rely on that audit for the purposes of preparing its audited financial statements as required by applicable Laws.

(c) In addition to the scope of audit in clause 11.1(a), the Auditor will be engaged to opine on:

(i) the reasonableness of the Overhead Charge in clause 6.12(d) for the relevant Financial Year; and

(ii) the reasonableness of the Exploration Manager’s Overhead Charge under schedule 5 for the relevant Financial Year.

(d) Each Participant will have the right of direct communication with the Auditor.

11.2 Participant’s access to records

The Manager will, if requested:

(a) permit a Participant to inspect and copy;

(b) provide to a Participant copies of; and

(c) provide to a Participant statements compiled from,

the Joint Venture Records and Accounts and the results of all work undertaken by or on behalf of the Manager for the purposes of the Joint Venture (including plans, maps, geological and engineering reports, cores, samples, logs and surveys and other documents under the control of the Manager or any sub-contractor of the Manager).

The requesting Participant will be required to pay any external costs and copying costs incurred by the Manager in providing information requested under this clause provided that the costs are material and the Manager can

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demonstrate to the requesting Participant that equivalent costs have been charged to any Affiliate of the Manager when it has been provided with information by the Manager in the past. To the extent any costs are not required to be met by the requesting Participant under this clause, they will be constitute Costs under this document.

11.3 Access to Project Area and Joint Venture Assets

(a) Each Participant and its properly authorised representatives will be entitled at all reasonable times, and at the risk and expense of such Participant, to have:

(i) access to, and the right to inspect, the Joint Venture Assets and the Project Area provided the Participants and their officers, employees, agents and contractors must comply with the directions of the Manager when doing so;

(ii) the right to consult with the employees of the Manager and with any independent contractors (and their employees) which have been engaged by the Manager concerning Operations and the performance by the Manager of its duties under this document;

(iii) the right to take such samples of material employed by or produced from the Operations as are reasonably requested; and

(iv) the right to appoint an independent auditor to audit the affairs of the Joint Venture and the Manager, including the basis for the provision of funds by the Participants under clause 9.

(b) Information and access will be provided promptly on request provided that it does not unreasonably disrupt the conduct of the Operations.

(c) The Participants and Manager agree that each Participant (or its Affiliates) is entitled to:

(i) (Investor Briefing) 2 site investor / analyst visits to the Project Area and Project Facilities per calendar year for the purposes of investor and analyst briefings involving up to 30 persons/per visit. The Participant must give the Manager not less than 30 days advanced notice of the proposed date for the site visit and will seek to schedule the visit to minimise disruption to the conduct of the Operations. The Manager will be required to facilitate the site visit, including making senior management of the Manager available to answer investor and analysts queries and make standard market presentations on status of the Operations.

(ii) (Ad Hoc Visit) 2 site visits to the Project Area and Project Facilities per calendar year for the purposes of investor, analyst, advisers or other third party briefings involving up to 7 persons/per visit. The Participant must give the Manager not less than 7 days advanced notice of the proposed date for the site visit and will seek to schedule the visit to minimise disruption to the conduct of the Operations. The Manager will be required to facilitate the site visit. The Participant will ensure that it has appropriately inducted staff

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who are capable of supervising the visit so as to minimise the impact on site staff and management.

(d) Each Participant must ensure that their invitees under clause 11.3(c) comply with the directions of the Manager when visiting the Project Area and Project Facilities.

(e) The Manager must co-operate with Participants and any auditor appointed to enable them to obtain information and samples contemplated by this clause 11.3(a).

12 Confidential Information

12.1 Information to be kept confidential

This document, and all information which is made available to or obtained by a Participant or the Manager from or in connection with Operations, or under any Joint Venture Document, and which is not a matter of public knowledge or lawfully available from any other source and the Mining Information (collectively Confidential Information), will be and remain confidential between the Participants and the Manager, and will not, without the prior written consent of the other Participants (which consent must not be unreasonably withheld), be disclosed to any third person other than:

(a) a Participant or its directors, officers, employees and agents;

(b) an Affiliate of a Participant or that Affiliate’s directors, officers, employees and agents;

(c) the Manager;

(d) any Government, Government Minister, or Government Agency, which requires it under any applicable law, rule or regulation;

(e) any court of competent jurisdiction which has directed it;

(f) any bank or other recognised financial institution making a loan or giving accommodation to a Participant or to an Affiliate of a Participant;

(g) any person to whom disclosure is permitted under the terms of any Joint Venture Document;

(h) any person which in good faith is seeking to purchase or otherwise acquire the whole or part of the Interest of a Participant, or shares in a Participant, provided that an undertaking as to confidentiality by the person in a form set out in annexure D is first obtained;

(i) any professional or other independent consultant or adviser engaged by a Participant or the Manager provided that an undertaking as to confidentiality by the person, in a form set out in annexure D, is first obtained;

(j) as may be required by law or by the rules of any recognised stock exchange on which shares or other securities of a Participant or any Affiliate are listed, except that the parties agree to the extent permitted

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that they will not disclose information of the kind described by section 275(1) of the PPS Act except as permitted by any other provision of this clause or required by any other Law or regulation. For the avoidance of doubt, this does not permit the disclosure of information under section 275(4) of the PPS Act unless section 275(7) applies;

(k) to satisfy legal disclosure obligations in a disclosure document issued by a Participant or its Affiliates to raise funds or implement or propose a corporate transaction involving the Participant or its Affiliates. For the avoidance of doubt, this paragraph does not permit disclosure of Confidential Information to the market by GFA or its Affiliates for the purposes of facilitating an acquisition of shares in GOR by GFA or its Affiliates other than under a Control Transaction permitted under clause 12.5; or

(l) for the purposes of any arbitration or court proceeding in respect of any dispute arising out of any Joint Venture Document.

12.2 Protection of Confidential Information

Each Participant and the Manager must take or cause to be taken such reasonable precautions as may be necessary to prevent the disclosure of any Confidential Information.

12.3 Announcements

If any Participant wishes to publish any public statement (including a press release) relating to or in any way connected with Operations or the terms of any Joint Venture Document, then, to the extent permitted by Law or the rules of any recognised stock exchange applying to the Participant or its Affiliates, that Participant must notify and, where practicable, provide a copy of the public statement to, the Manager and the other Participants before issuing the public statement.

12.4 Continuing confidentiality obligation

(a) This clause 12 will apply to:

(i) any Participant which ceases to be a Participant for a period of three years after the date upon which such Participant ceases to be a Participant; and

(ii) a Manager which ceases to be a Manager for a period of three years after the date upon which such Manager resigns or is deemed to have resigned.

(b) Upon the termination of this document, this clause 12 will, notwithstanding such termination, apply to the Participants and the Manager at the date of termination, for a period of three years after such termination.

12.5 Standstill

(a) The Participants acknowledge and agree that some or all of the Confidential Information may be relevant to the price or value of the securities of GOR. Each Participant (other than GOR) undertakes that it

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will not (and must ensure that its Affiliates will not) do anything that breaches the insider trading provisions of the Corporations Act from time to time.

(b) Subject to this clause, during the period commencing on the date of this document and ending on the earlier of:

(i) two years after a Participant ceases to be a Participant;

(ii) the date a person or persons jointly or in concert (other than a Participant or its Affiliates), publicly announce their intention to commence a Control Transaction;

(iii) the date GOR publicly announces that its board of directors has approved an agreement which contemplates a Control Transaction,

Participants must not acquire, and must ensure that no Affiliates acquire a relevant interest (as defined in the Corporations Act) in any securities (including shares) in the capital of GOR unless this restriction is first waived in writing by GOR.

(c) Subject to clauses 12.1, 12.5(a) and 12.5(d), nothing in this clause prevents GFA or any of its Affiliates from acquiring or agreeing to acquire, directly or indirectly, a relevant interest of up to 10% in GOR securities or exercising any and all rights attaching to those securities (including the right to vote) or disposing or otherwise dealing with any interest in those securities in any manner it considers fit.

(d) Prior to acquiring or disposing of a relevant interest in securities in the capital of GOR, GFA must give GOR prior notice stating its intention to acquire or dispose of such securities.

12.6 Right to participate in pro rata issues

(a) For so long as GFA is a Participant and it or any of its Affiliates holds shares in GOR, GFA and its Affiliates who hold GOR shares will have the right, but not obligation, from time to time, to participate to the extent of its Permitted Proportion in any issue of securities offered pro rata to its shareholders by GOR (Participation Right) on the same terms as the offer made to other GOR shareholders.

(b) For the avoidance of doubt, GFA and its Affiliates may elect to participate at less than the Permitted Proportion. The Permitted Proportion is the proportion that the shareholding of GFA and its Affiliates bears to the total number of voting shares on the record date for the issue.

12.7 Termination of Standstill

For the avoidance of doubt, the provisions of clause 12.5 will cease to apply if GOR or any of its Affiliates is no longer a Participant.

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13 Financial support from GFA

13.1 Assistance from GFA

(a) GFA and GFA Guarantor must cause to be provided all financial support such as bank guarantees, letters of credit and parent company guarantees, which may be required by each and any of the following as a condition of carrying out work or providing goods and services:

(i) suppliers of electricity and gas to the Project Facilities;

(ii) providers of gas transportation facilities and services relating to the supply of gas to the Project Facilities; and

(iii) any of suppliers of goods, services, facilities and infrastructure for development under the Initial Development Plan and Budget.

(b) Without limiting this clause 13.1, GFA agrees that it will at the request of GOR procure the provision by GFA or its Affiliates of financial support or assurances as security, such as guarantees and performance bonds, to Third Party suppliers of goods, services, facilities and infrastructure for development under the LOM Business Plan.

(c) GFA or its Affiliate, as applicable, will be entitled to charge GOR for the costs it incurs in providing any financial support or financial assurances contemplated by this clause 13.1 on a no profit or loss basis (but taking into account any financial risk assumed by GFA, an Affiliate or its Ultimate Holding Company (acting reasonably) in providing support for GOR including any transfer pricing liabilities in accordance with applicable Law), in providing the financial support or financial assurance.

(d) GOR must, to the extent the financial support or financial assurances relates to its Interest, indemnify GFA and its Affiliates and each director, officer, employee or agent of them against any costs and Liability which any of them may incur under or arising from that support or financial assurance including if any party draws down or otherwise enforces or seeks to enforce its rights under the financial support or financial assurance provided.    

13.2 GOR external funding

If GOR proposes to seek external financing for the purposes of financing its contribution to Costs under this document and using its Interest as collateral or security:

(a) The Manager will provide reasonable technical support for GOR’s finance application by providing reasonable technical information for the application and reasonable access for the proposed financiers to technical staff to enable an assessment of the project parameters and economics at GOR’s sole cost.    

(b) The Parties acknowledge that a Participant is entitled to grant a Security Interest over its Interests provided it complies with its obligations under clause 14.6.

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(c) If requested to do so by GOR, GFA will consider the proposal in good faith and where reasonably practicable (acknowledging that there will be an impact on the balance sheet of GFA, its Affiliates or Ultimate Holding Company) will procure that it or one of its Affiliates provide reasonable financial support including a guarantee of the obligations of GOR under any loan facility obtained by GOR on the following basis:

(i) GFA or its Affiliate, as applicable, will be entitled to charge GOR for the costs it incurs in providing this financial support on a no profit or loss basis (but taking into account any financial risk assumed by GFA, an Affiliate or its Ultimate Holding Company (acting reasonably) in providing the financial support, including any transfer pricing liability under applicable Laws); and

(ii) GOR must, to the extent the financial support relates to its Interest, indemnify GFA and its Affiliates and each director, officer, employee or agent of them from and against any costs and Liability any of them may incur under or arising from that financial support including if any party draws down or otherwise enforces or seeks to enforce its rights under the financial support provided. 

(d) If requested by GOR to assist in providing a loan (or a finance facility) to GOR for the purposes of financing its contribution to Costs under this document, GFA will consider the proposal in good faith and where reasonably practicable (acknowledging that there will be an impact on the balance sheet of GFA, its Affiliate or Ultimate Holding Company) will provide or will procure one of its Affiliates to provide funding reasonably required by GOR. Any funding provided by GFA or its Affiliates will be:

(i) priced at the cost of funds of applicable to the Ultimate Holding Company of GFA plus a margin to take into account any additional financial risk assumed by GFA, its Affiliate or its Ultimate Holding Company (acting reasonably) in providing the funding to GOR, and otherwise on a no profit or loss basis;

(ii) secured by the Deed of Cross Security granted by GOR in accordance with this document; and

(iii) otherwise on terms no less favourable to GOR than the terms available from an arm’s length financier. GOR may provide an indicative offer of finance obtained from a Third Party financier in good faith to demonstrate these terms.

13.3 No Security Interest

For the avoidance of doubt nothing in this clause requires GFA or its Affiliates to grant any Security Interest over its Interest or other assets.

13.4 No request if Event of Default

Notwithstanding anything to the contrary, GOR will not be able to make a request under this clause if it has committed an Event of Default that has not been remedied at the time of issuing the request.

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13.5 Personal rights

The rights of GOR and the obligations of GFA under this clause 13 are subject to clause 18.8.

14 Assignments and charges

14.1 Restrictions on assignments and charges

(a) Subject to clause 14.1(b), except as permitted in this clause 14, or as required under clause 15, no Participant will:

(i) sell, convey, assign, transfer, novate, lease, sublease or otherwise dispose of; or

(ii) create or permit to exist any Security Interest (other than a Permitted Security Interest) in respect of,

the whole or any part of its Interest.

(b) Nothing in this clause 14 will operate to prevent a Participant from selling or otherwise disposing of its share of Product in the ordinary course of the Participant’s business.

(c) Notwithstanding any other provision of this document (and, in particular, clauses 14.2 and 14.3), a Participant must not make any sale, transfer or other disposition if, upon completion of that sale, transfer or other disposition, that Participant or the assignee would have an Interest less than 10% but greater than zero (in other words, each Participant must have an Interest of at least 10%).

14.2 Permitted transfer to Affiliates

(a) A Participant which is not in default in the payment of any Called Sum, and with respect to which an Event of Default is not then in existence (Transferor), may at any time, subject to the provisions of clause 14.10, transfer the whole or any part of its Interest to an Affiliate of the Transferor (Transferee).

(b) If GOR transfers the whole or any part of its Interest to an Affiliate prior to Completion of Project Development, GOR must provide a guarantee of the obligations of the Transferee under this document to the other Participants and the Manager on equivalent terms to the guarantee provided by GFA Guarantor in clause 16 until 90 days after Completion of Project Development.

(c) Subject to clause 14.2(d), if, at any time after the transfer to the Transferee of the whole or any part of the Transferor’s Interest under clause 14.2(a), the Transferee ceases to be a subsidiary of the entity which was the Ultimate Holding Company of the Transferor at the date of Transfer then:

(i) the Transferee will immediately give written notice of that fact to each of the other Participants;

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(ii) each other Participant which is not in default of any Called Sum, and with respect to which an Event of Default is not then in existence, will have the option to acquire the Transferee’s Interest (or so much of the Interest as was acquired from the Transferor), which may be exercised by giving written notice (Exercise Notice) to the Transferee and the other Participants at any time within the period of 60 days (Option Exercise Period) after receiving the Transferee’s notice given under clause 14.2(c)(i);

(iii) if one or more Participants give an Exercise Notice within the Option Exercise Period, then upon expiry of the Option Exercise Period:

(A) the value of the Transferee’s Interest must be determined in accordance with clause 15.8; and

(B) clauses 15.7(f) and 15.7(g) will apply; and

(iv) for the purposes of clause 14.2(c)(iii), clauses 15.7 and 15.8 are to be read as if:

(A) references to the Defaulting Participant are references to the Transferee;

(B) references to a Non-Defaulting Participant are references to a Participant other than the Transferee; and

(C) references to an Exercise Notice and the Option Exercise Period are to an Exercise Notice and the Option Exercise Period under clause 14.2(c)(ii).

(d) Clause 14.2(c) does not apply to a Transferee ceasing to be a subsidiary of the entity which was the Ultimate Holding Company as a result of:

(i) (spin out) an in specie distribution of all or substantially all of the shares in the Transferee or a Holding Company of the Transferee to all or predominantly all of the shareholders in the Ultimate Holding Company; or

(ii) (listing) a sale of shares in the Transferee or a Holding Company of the Transferee or an issue of new shares or securities in that entity (or both) in connection with a listing of the Transferee or a Holding Company of the Transferee on a stock exchange.

14.3 Transfer of Participant’s Interest

A Participant which is not in default in the payment of any Called Sum, and with respect to which an Event of Default is not then in existence (Selling Participant), may at any time, subject to the provisions of clause 14.10, agree to sell for a cash consideration or a non-cash consideration which is readily convertible to a cash equivalent, the whole or any part of its Interest, provided that the sale must not proceed to completion unless:

(a) the provisions of clause 14.4 have first been complied with;

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(b) in the case of an assignment to a person who is not a Participant or its Affiliate, that assignee must be approved by the other Participants which approval may not be unreasonably withheld or delayed and must be given where it is established to the non-assigning Participant’s satisfaction, acting reasonably, that the assignee has the financial capacity to meet both the purchase price for acquiring the Selling Participant’s Interest, and the financial commitments of a Participant under this document to the extent of the assigned Interest; and    

(c) where the sale is of or includes an Interest which is subject to the obligation to pay a royalty under the Royalty Deed, the transferee has signed all documents reasonably required by GOR agreeing to be bound by the Royalty Deed and Royalty Security.

14.4 Rights of pre-emption

The following provisions apply in respect of any sale referred to in clause 14.3:

(a) the Selling Participant must give notice of the proposed sale to each of the other Participants, and must include in the notice (Pre-emption Notice):

(i) the name and address of the person to whom the Selling Participant’s Interest is proposed to be sold (Proposed Buyer);

(ii) the portion of the Selling Participant’s Interest which is the subject of the proposed sale (Sale Interest);

(iii) the cash consideration or cash equivalent of the non-cash consideration for which the Selling Participant’s Interest is proposed to be sold; and

(iv) all the other terms and conditions of the proposed sale;

(b) the Selling Participant must include with the Pre-emption Notice an offer to sell the Sale Interest to such of the other Participants who are not then in default in the payment of any Called Sums, and with respect to which an Event of Default is not then in existence (Continuing Participants), in proportion to their respective Interests, at the same price (being in the case of non-cash consideration (unless the Continuing Participants agree otherwise in relation to a royalty) the cash equivalent determined under this clause 14.4) and, subject to clause 14.5, on the same terms and conditions on which it is willing to sell the Sale Interest to the Proposed Buyer. The offer must be in a form which is capable of immediate acceptance by the Continuing Participants;

(c) If the consideration notified by the Selling Participant to Continuing Participants under the Pre-Emption Notice is a non-cash consideration, the Selling Participant must bona fide convert the non-cash consideration to a cash equivalent on a basis that is transparent and disclosed in the Pre-Emption Notice;    

(d) If any Continuing Participant does not agree with the basis on which the non-cash consideration has been converted to a cash equivalent, that

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Party must so notify the Selling Participant and the other Continuing Participants within seven days of it receiving the Pre-Emption Notice;

(e) On a Continuing Participant so notifying the Selling Participant, all of the Participants will promptly meet and endeavour to reach agreement on the amount of the cash equivalent of the non-cash consideration. If agreement is reached, the Selling Participant must issue a new Pre-Emption Notice including the agreed cash equivalent. The period of 60 days referred to in clause 14.4(h) will be deemed to commence on the date that the Selling Participant issues a fresh Pre-Emption Notice and the original notification to the Continuing Participants will be deemed never to have been made. If within 14 days after their first meeting, the Selling Participant and the Continuing Participants have not reached agreement on the amount of the cash equivalent of the non-cash consideration, the matter will be referred to an Expert in accordance with clause 21 to determine whether or not the Selling Participant’s calculation of the cash equivalent was fair and reasonable and, if not, to determine the Expert’s calculation of the amount of the cash equivalent;

(f) If the Expert determines that the basis on which the non-cash consideration has been converted to a cash equivalent is fair and reasonable:

(i) the period of 60 days referred to in clause 14.4(h) will be deemed to have commenced on the date the Pre-Emption Notice was given provided that if the period of 60 days has expired or would expire prior to 14 days after the date upon which the Expert notifies the Participants of his determination, the 60 day period will be extended to the date which is 14 days after the date upon which the Expert notifies the Participants of the Expert’s determination; and

(ii) the Expert’s costs will be borne by the Continuing Participant who objected to the Selling Participant’s calculation of the cash equivalent;

(g) If the Expert determines that the basis on which the non-cash consideration has been converted to a cash equivalent is not fair and reasonable:

(i) the Selling Participant must issue a fresh Pre-Emption Notice to the Continuing Participants in accordance with the requirements of clause 14.4(a) including the cash equivalent as determined by the Expert and the original Pre-Emption Notice will be deemed never to have been made; and

(ii) the Expert’s costs will be borne by the Selling Participant;

(h) The Continuing Participants will have the right to accept the offer set out in the Pre-emption Notice at any time within a period of 60 days from the date the Pre-emption Notice is given (subject to any extension under clause 14.4(f)), and such offer must remain open for that period;

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(i) If one or more (but not all) of the Continuing Participants accept the offer within such 60 day period, the Selling Participant must notify the accepting Continuing Participant or Continuing Participants of details of the unaccepted portion of the Sale Interest and such Continuing Participant or Continuing Participants will have the right within a period of 60 days after the Selling Participant’s notice is given to accept the unaccepted part of the Sale Interest in proportion to their respective Interests (or as they may otherwise agree) at the same price and on the same terms and conditions;

(j) If:

(i) the whole of the Sale Interest is not accepted by one or more of the Continuing Participants; or

(ii) the whole of the Sale Interest is accepted by one or more of the Continuing Participants but the contract or contracts for transfer of the Sale Interest to the accepting Continuing Participant or Continuing Participants is terminated before completion for reasons other than for a default on the part of the Selling Participant,

then the Selling Participant may complete the sale of the Sale Interest to the Proposed Buyer in accordance with the terms and conditions of the proposed sale as set out in the Pre-emption Notice (or on other terms no more favourable to the Proposed Buyer than those terms and conditions), within a period of 60 days after:

(iii) in the circumstances outlined in clause 14.4(j)(i), the end of either the 60 day period referred to in clause 14.4(h) or the 60 day period referred to in clause 14.4(i) as the case may be; and

(iv) in the circumstances outlined in clause 14.4(j)(ii), the date of termination of the contract or contracts for transfer of the Sale Interest to the accepting Continuing Participant or Continuing Participants;

(k) If the whole of the Sale Interest is accepted by one or more of the Continuing Participants, then the Selling Participant will transfer the Sale Interest to those Continuing Participants in accordance with the terms and conditions of the resulting contracts with those Continuing Participants. For the avoidance of doubt, the transfer of the Sale Interest to those Continuing Participants is not subject to any further rights of pre-emption under this clause 14.4; and

(l) For the avoidance of doubt, an offer made under clause 14.4(b) must relate only to the Sale Interest and, if clause 14.5(b)(iii) applies, the shares in the Manager, and must not include or relate to any other assets.

14.5 Requirements of the offer to Continuing Participants

(a) An offer to sell the Sale Interest to the Continuing Participants under clause 14.4(b) must:

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(i) contain a condition or conditions to the effect that the sale is conditional upon the Continuing Participants who accept the offer obtaining all necessary governmental consents and approvals (including any consents or approvals of the Minister required under the Act, and any consents or approvals required under the foreign investment Laws of Australia or any relevant foreign jurisdiction), either unconditionally or on conditions acceptable to such Continuing Participants (acting reasonably); and

(ii) provide for a date for the satisfaction of any conditions precedent, and a date for completion of the sale, which would result in any Continuing Participants who accept the offer having a period of time for satisfaction of conditions precedent and for completion not less than the corresponding periods of time that the Proposed Buyer would have had under the contract signed by it,

and may contain a condition to the effect that if two or more Continuing Participants accept the offer made to them under clause 14.4(b), the sale of the relevant portions of the Sale Interest to each such Continuing Participant will be conditional upon the contemporaneous completion of each such sale occurring.

(b) For the purposes of the offer to sell the Sale Interest to the Continuing Participants under clause 14.4(b):

(i) the requirement for a cash consideration does not preclude the consideration for the sale of the Sale Interest consisting partly of cash and partly of other valuable promises (eg a royalty to the extent agreed under clause 14.4) that have been offered by the Proposed Buyer, provided that the Continuing Participants are objectively capable of giving and fulfilling those same promises and are not inherently disadvantaged (when compared to the Proposed Buyer) by the inclusion of those promises as part of the consideration;

(ii) the consideration for the sale of the Sale Interest will be a cash consideration even though:

(A) payment of the purchase price may occur in two or more tranches;

(B) some or all of the purchase price may be paid after the date of transfer of the Sale Interest to the buyer;

(C) the payment of some or all of the purchase price may be subject to a contingency (provided that the contingency is not such that it is inherently more likely to be satisfied where the Continuing Participants are the buyer of the Sale Interest than where the Proposed Buyer is the buyer of the Sale Interest);

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(D) the amount of the purchase price, or some component of it, is not fixed and ascertainable at the date of the offer to sell the Sale Interest to the Continuing Participants (provided that the offer clearly sets out the basis upon which the purchase price, or the relevant component of it, is to be calculated, and the basis of calculation is not inherently likely to result in the Continuing Participants paying a higher price for the Sale Interest than the Proposed Buyer would pay if it were the buyer); and

(iii) if the Selling Participant also holds shares in the Manager, the offer may include (and will not be invalidated by the inclusion of) a requirement for those shares to be transferred to the accepting Continuing Participant or Continuing Participants.

14.6 Charge of Participant’s Interest

(a) A Participant (Chargor) may create a Security Interest upon all or part of its Interest in favour of any person (Chargee) if the Chargee has entered into a deed (Chargee’s Priority Deed) with the other Participants and the Manager, in a form acceptable to the other Participants and the Manager acting reasonably, under which the Chargee agrees that this document, the Deed of Cross Security and all other Joint Venture Documents will have priority over the Chargee’s Security Interest and any enforcement of that Security Interest will be subject to compliance with the provisions of this document, the Deed of Cross Security and all other Joint Venture Documents.

(b) The Participants acknowledge that the Chargee’s Priority Deed will also contain provisions under which the Chargee is entitled to receive prior notice of any default by the Chargor or other circumstances that may result in enforcement of remedies under this document or the Deed of Cross Security against the Chargor and to take action to step-in or take other measures to avoid the exercise of such remedies. The Participants will negotiate such provisions reasonably and in good faith and will not unreasonably withhold their agreement to provisions proposed by the Chargee which are consistent with normal finance practice.

(c) GOR as the Chargee under the Royalty Security will enter into a Chargee’s Priority Deed and each Participant and the Manager acknowledges and agrees that the Royalty Security will rank in second after the Deed of Cross Security with respect to the property of GFA charged thereby. In exercising any power of sale under the Royalty Security, GOR agrees to comply with clause 14.8.

14.7 Notice of intention to create Security Interest

Any Participant proposing the creation of any Security Interest (other than a Permitted Security Interest) must give prior written notice of its intention to create such Security Interest to the other Participants, together with a copy of

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the proposed instrument creating such Security Interest and the name and address of the proposed Chargee.

14.8 Sale of Interest by Chargee

(a) A Chargee of a Participant’s Interest may, without the consent of any Participant, in the exercise of any power of sale or the enforcement of any other rights conferred by law or by the instrument creating such Security Interest, upon the happening of any event of default specified in the Security Interest, sell (but not otherwise dispose of) the whole or part of the Interest of such Participant (Defaulting Participant).

(b) Any proposed sale (whether by private treaty or public auction) by a Chargee of the whole or part of a Defaulting Participant’s Interest will be subject to the pre-emptive rights of the other Participants under clauses 14.3, 14.4 and 14.5 and the Chargee’s Priority Deed must acknowledge this.

14.9 Set off

(a) A Non-Defaulting Participant may, in connection with its purchase of the Interest or part of the Interest of a Defaulting Participant under this clause 14, credit against the purchase price payable by such Participant the amount of any debt due and payable to such Participant by the Defaulting Participant under clause 15.6.

(b) Except to the extent of such credit, the Chargee must pay to the Manager (for the account of the other Participants) from the proceeds of such sale, all amounts due and payable under any of the Joint Venture Documents by the Defaulting Participant, or in the event such amounts have been paid on behalf of the Defaulting Participant by any other Participant, will reimburse such other Participant the amounts so paid together with interest as provided in clause 15.6.

14.10 Assumption of Joint Venture obligations by transferee

Any sale, transfer or other disposition of the whole or any part of the Interest of a Participant under this clause 14 will be effective only upon:

(a) the execution and delivery by the transferee and the other Participants of a deed of covenant satisfactory to the parties:

(i) evidencing the agreement of such transferee (to the extent of the Interest being transferred):

(A) to become a Participant, or if already a Participant, to increase its Interest;

(B) to be bound by the provisions of the Joint Venture Documents; and

(C) to assume all of the liabilities and to perform all of the obligations and duties under the Joint Venture Documents of the Participant whose Interest, or part of whose Interest, is to be sold, transferred or disposed

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of to the extent of the Interest being sold, transferred or disposed of; and

(ii) evidencing the agreement of the other Participants that such transferee (to the extent of the Interest being transferred) will be entitled to all of the rights and benefits of a Participant under the Joint Venture Documents; and

(b) the execution and delivery by the transferee of a deed of charge in, or substantially in, the form of the Deed of Cross Security.

14.11 Change in Control

(a) If:

(i) there is a Change in Control of a Participant or of a Holding Company of a Participant (other than a Participant or Holding Company which is a publicly listed company at the point in time when the Change in Control occurs); unless

(ii) the other Participants have consented in writing to such Change in Control; or

(iii) the Change in Control arises as a result of:

(A) (spin out) an in specie distribution of all or substantially all of the shares in the Participant or a Holding Company of the Participant to all or predominantly all of the shareholders in the Ultimate Holding Company; or

(B) (listing) a sale of shares in the Participant or a Holding Company of the Participant or an issue of new shares or securities in that entity (or both) in connection with a listing of the Participant or a Holding Company of the Participant on a stock exchange; or

(C) (package sale) in the case of GFA, the Change of Control occurs as part of larger transaction of which the market value of the Interest of GFA or its Affiliate which is the subject of that transaction represents 30% or less of the aggregate market value of the assets of GFA and its Affiliates which are the subject of that Change of Control transaction excluding cash and cash equivalents.

then the relevant Participant:

(iv) must immediately notify the other Participants of the Change in Control; and

(v) will be deemed to be a Defaulting Participant who has committed an Event of Default and each of the other Participants will have the option to acquire the Interest of the Defaulting Participant in

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accordance with clause 15.7(b) and clauses 15.7 and 15.8 will apply.

(b) For the avoidance of doubt, a Change in Control of a Participant or its Holding Company does not constitute a transfer or proposed transfer for the purposes of clause 14.3.

15 Defaults and remedies

15.1 Event of Default

Any one or more of the following events with respect to any Participant is an Event of Default:

(a) any:

(i) subject to clauses 9.6(a)(iv) and 9.6(b)(iv), failure by the Participant to pay a Called Sum (under clauses 9.3 or 9.8) in accordance with clause 9.5;

(ii) failure by GFA to pay a Funding Amount under clause 9.6(a)(iv) and 9.6(b)(iv);

(iii) failure by GFA to pay Deferred Consideration under clause 9.7; and

failure by GOR to repay amounts payable under clause 18.8; within 5 Business Days after notice has been given by the Manager or a Participant under clause 15.2;

(b) any failure by GOR to repay any amount due which is specified to become an Event of Default in accordance with clause 9.6(a)(v) or 9.6(b)(v);

(c) an Insolvency Event occurs in relation to the Participant;

(d) any default by the Participant in the performance of any material obligation under a Joint Venture Document (other than one referred to in clauses 15.1(a) or 15.1(c) above):

(i) which is capable of remedy, and which default is not remedied within 30 Business Days after receipt of written notice from any other Participant or the Manager given under clause 15.2;

(ii) but if the default is not reasonably capable of being remedied within 30 Business Days after receipt of written notice from any other Participant or the Manager given under clause 15.2, the Participant fails to commence or has not otherwise taken bona fide steps to remedy the relevant default within 30 Business Days of receiving such notice and does not remedy that default within 50 Business Days after receipt of written notice from any other Participant or the Manager given under clause 15.2 (or such longer period agreed by the Management Committee, where any Defaulting Participant or its Affiliates does not vote); or

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(e) any default by the Participant in the performance of any material obligation under a Joint Venture Document which is not capable of remedy (other than one referred to in paragraph (a) or (c) above), where the Defaulting Participant has not paid monetary compensation to the Non-Defaulting Participants within 30 Business Days of receipt of notification of the amount of compensation payable as determined under clause 15.2(d).

15.2 Notices of default

(a) If any Participant:

(i) fails to pay when due any amount due by it referred to in clauses 15.1(a) or 15.1(b); or

(ii) defaults in the performance of any of its material obligations under any of the Joint Venture Documents,

the Manager must, as soon as practicable after it becomes aware of that default, notify the Defaulting Participant and each of the other Participants (Non-Defaulting Participants) of that default.

(b) Failure by the Manager to give such notice will not release the Defaulting Participant from any of its obligations under the Joint Venture Documents.

(c) If a Participant becomes aware that another Participant has defaulted in the performance of any of its obligations under the Joint Venture Documents but the Manager has not given a notice of default to the Defaulting Participant under clause 15.2(a), the Participant may notify the Defaulting Participant, the Manager and each of the other Non-Defaulting Participants of that default.

(d) If a default of a material obligation is not capable of being remedied, the Participants must agree in writing the amount of adequate monetary compensation to be paid by the Defaulting Participant to compensate for that default. If the Participants have not reached agreement within 14 days after the date on which notice of default is given, that amount must be referred to an Expert for determination in accordance with clause 21, who must make such determination within 30 days of his or her appointment. On agreement or determination of the amount of adequate monetary compensation under this clause, that amount, and any interest and costs payable or reimbursable under this document, becomes money due and payable under this document within the 30 Business Day period referred to in clause 15.1(e).

15.3 Payment of interest upon default

If a Participant defaults in paying the whole or part of any Called Sum, that Defaulting Participant must pay to the Manager, for the account of the Non-Defaulting Participants, interest on such unpaid amount at the Interest Rate calculated on daily balances, and capitalised monthly, from the due date for payment to the date of actual payment.

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15.4 Rights following an Event of Default

If an Event of Default occurs, then until such Event of Default has been rectified (and the Defaulting Participant has paid all amounts due but unpaid by it in relation to the default under any Joint Venture Document):

(a) the Representatives of the Defaulting Participant:

(i) will not have the right to vote at meetings of the Management Committee;

(ii) will not be counted for the purposes of determining the relevant quorum; and

(iii) if Chairman of the Management Committee, will cease to be Chairman and the next entitled Non-Defaulting Participant may appoint the Chairman;

(b) the Defaulting Participant will not have a right to participate in the management of the Joint Venture or to participate in any determinations under this document;

(c) the Defaulting Participant will have no further right to take and dispose of its share of Product and the Manager may take and dispose of what would otherwise be the Defaulting Participant’s share of Product on such terms as the Manager considers reasonable and must credit the net proceeds of sale after deducting all costs incurred in effecting the sale, towards the moneys owed by the Defaulting Participant;

(d) the Defaulting Participant will continue to have the right to receive the reports and information from the Manager under clause 10;

(e) the Non-Defaulting Participants and the Manager may exercise each and every power and remedy provided in the Deed of Cross Security executed by the Defaulting Participant and use and apply any moneys realised from such exercise in accordance with the Deed of Cross Security;

(f) the Non-Defaulting Participants may acquire the Interest of the Defaulting Participant subject to and in accordance with clause 15.7; and

(g) GOR’s entitlement to:

(i) issue a Funding Notice will be subject to clause 9.6(c); and

(ii) seek external funding support from GFA will be subject to clause 13.4.

15.5 Payment of Unpaid Called Sum

(a) Subject to clauses 9.6 and 15.5(b), if requested by written notice from the Manager, the Non-Defaulting Participants will, in the proportion that their respective Interests bear to the aggregate of their Interests, pay on behalf of the Defaulting Participant all or any part nominated by the Manager of the amounts owing by such Defaulting Participant (including

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under clause 15.3), such payment to be made by the Non-Defaulting Participants within such time as the Manager may reasonably determine.

(b) The Manager will exercise its rights under the Deed of Cross Security (as contemplated in clause 15.4(e)) and to take and sell what would otherwise be the Defaulting Participant’s Interest share of Product under clause 15.4(c) in priority to calling upon the Non-Defaulting Participants to pay any amounts owing by the Defaulting Participant (as contemplated in clause 15.5(a)) if the Manager is of the opinion that exercising its rights under the Deed of Cross Security or against the share of Product will result in it obtaining payment of the relevant outstanding amounts within a timeframe that will enable Operations to continue without disruption.

(c) If any Non-Defaulting Participant pays any amount on behalf of a Defaulting Participant under clause 15.5(a), the amount so paid will constitute a debt due and payable by the Defaulting Participant to such Non-Defaulting Participant, and will bear interest at the Interest Rate calculated on daily balances, and capitalised monthly, from the date such debt became due to the Non-Defaulting Participant until the date such debt is paid by the Defaulting Participant.

15.6 Delivery of Cross Security

(a) It is acknowledged that, for the purposes of securing the performance of their obligations under the Joint Venture Documents, each Participant has executed and delivered the Deed of Cross Security creating in favour of the other Participants and the Manager a charge upon the Participant’s Interest.

(b) Each Participant (and each transferee of an Interest which has executed a similar deed of charge in accordance with clause 14.10) will as soon as practicable after the creation of the Deed of Cross Security promptly register the Deed of Cross Security, or will file or record such other notices or documents relating to the Deed of Cross Security, in each jurisdiction where such registration, filing or recording may be required to perfect the security created by the Deed of Cross Security and to protect further the rights of the Manager and other Participants under the Deed of Cross Security.

15.7 Option to acquire Interest of Defaulting Participant

(a) Upon the occurrence of an Event of Default, the Manager (or failing the Manager doing so, any Participant) will notify the Participants of the Event of Default (EOD Notice).

(b) Upon the occurrence of an Event of Default, and until such Event of Default has been rectified, each Non-Defaulting Participant will have the option to acquire the whole of the Interest of the Defaulting Participant.

(c) Such option may be exercised by notice in writing (Exercise Notice) given to the Defaulting Participant at any time during the 60 day period immediately following the later of the occurrence of the Event of Default and the date that the Manager (or a Participant) gives the Participants an

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EOD Notice (Option Exercise Period), provided the Event of Default giving rise to such option remains unremedied as at the date of the Exercise Notice.

(d) The Non-Defaulting Participant must give a copy of the Exercise Notice to:

(i) the Manager; and

(ii) the other Non-Defaulting Participants,

at the same time as giving the Exercise Notice to the Defaulting Participant.

(e) If:

(i) one or more Non-Defaulting Participants give an Exercise Notice within the Option Exercise Period; and

(ii) at least the first of such Exercise Notices was given at a point in time when the Event of Default which gave rise to the option remained unremedied,

then, upon expiry of the Option Exercise Period, the value of the Interest of the Defaulting Participant must be determined in accordance with clause 15.8.

(f) Within 14 days after the value of the Interest of the Defaulting Participant has been determined in accordance with clause 15.8, any Non-Defaulting Participant who had given an Exercise Notice may, by notice in writing (Notice to Proceed) given to the Defaulting Participant (with copies to the Manager and the other Non-Defaulting Participants) advise that the Non-Defaulting Participant wishes to proceed with the acquisition of the Interest of the Defaulting Participant.

(g) If one or more Non-Defaulting Participants (Acquiring Participants) give a Notice to Proceed, the Defaulting Participant and the Acquiring Participants will be deemed to have entered into a contract for the sale to the Acquiring Participants (in the proportions that their respective Interests bear to the aggregate of their Interests) of the Defaulting Participant’s Interest upon the following terms and conditions:

(i) The liability of the Acquiring Participants (including obligations to pay money) will be several in the proportions that their respective Interests bear to the aggregate of their Interests.

(ii) The sale will be conditional upon the parties obtaining all Governmental Agency consents, approvals or clearances required in respect of the sale (Approvals), which may include, without limitation:

(A) ministerial consents required under the Act for the assignment of a Defaulting Participant’s Interest in the Titles; and

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(B) approval for the sale from the Foreign Investment Review Board (if applicable).

(iii) The parties must execute all documents and do all other things reasonably necessary to apply for and obtain the necessary Approvals as expeditiously as possible.

(iv) If the necessary Approvals:

(A) have not all been obtained within 90 days after the date of expiry of the 14 day period referred to in clause 15.7(f), the Acquiring Participants may elect to terminate the contract for the sale of the Defaulting Participant’s Interest;

(B) have all been obtained or the Acquiring Participants have not elected to terminate the contract for the sale of the Defaulting Participant’s Interest under clause 15.7(g)(iv)(A), then completion of the sale of the Defaulting Participant’s Interest will take place:

(1) at the place in Western Australia nominated by the Acquiring Participants by notice in writing to the Defaulting Participant; and

(2) on the date which is 30 days after the date upon which the last of the necessary Approvals was obtained, or such earlier date agreed by the Acquiring Participants;

(C) have all been obtained by some but not all Acquiring Participants within 90 days after the date of expiry of the 14 day period referred to in clause 15.7(f), then:

(1) those Acquiring Participants who have not obtained all necessary Approvals may elect to withdraw from the contract for the sale of the Defaulting Participant’s Interest; and

(2) if, within a further 14 days after the end of the 90 day period (or such longer period agreed by the Acquiring Participants), any remaining Acquiring Participants who have obtained all necessary Approvals agree to purchase the Defaulting Participant’s Interest, either in the proportions that those Acquiring Participants’ respective Interests bear to the aggregate of their Interests, or in such other proportions that those remaining Acquiring Participants otherwise agree, then:

• the contract for the sale of the Defaulting Participant’s Interest will be deemed to be between the Defaulting Participant and those

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remaining Acquiring Participants, and in such proportions as those Acquiring Participants agree; and

• completion of the sale of the Defaulting Participant’s interest will take place:

• at the place in Western Australia nominated by the relevant Acquiring Participants by notice in writing to the Defaulting Participant; and

• on the date which is 14 days after the end of the 14 day period specified in clause 15.7(g)(iv)(C)(2).

(v) At completion:

(A) the Defaulting Participant must transfer its Interest to the relevant Acquiring Participants free from all Security Interests (other than, to the extent applicable, the obligations under the Royalty Deed and Royalty Security and subject to the Permitted Security Interests which apply to the Interest). The relevant Acquiring Participants will be entitled to a transfer of the Interest of the Defaulting Participant in the proportions that their respective Interests bear to the aggregate of their Interests or in such other proportions as the relevant Acquiring Participants agree;

(B) the Defaulting Participant must execute and deliver all instruments of sale, assignment, conveyance and transfer and all other documents, and take such other action, as the relevant Acquiring Participants may reasonably request to effect such transfer;

(C) in return for the transfer of the Defaulting Participant’s Interest, the relevant Acquiring Participants must pay to the Defaulting Participant, or as the Defaulting Participant’s solicitor may direct, the amount that is equal to the value of the Defaulting Participant’s Interest (as determined in accordance with clause 15.8) less the following amounts:

(1) all amounts due but unpaid under any of the Joint Venture Documents by the Defaulting Participant, which amounts must, immediately following completion, be paid by the relevant Acquiring Participants on behalf of the Defaulting Participant;

(2) the amount of the debt owed by the Defaulting Participant to the acquiring Participants under

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clause 15.5(c) and, where applicable, under clauses 9.6 and 13;

(3) the amount (as reasonably determined by the Non-Defaulting Participants) of all other outstanding liabilities and obligations of the Defaulting Participant under any of the Joint Venture Documents which are to be assumed by the relevant Acquiring Participants; and

(4) all amounts of any stamp and other duties, levies, imposts or other taxes, together with any interest or penalty thereon, imposed by the State or the Commonwealth or any taxing authority, paid or which may thereafter be payable by the relevant Acquiring Participants in connection with the exercise of the option and the transfers effected consequent upon its exercise; and

(D) the amount payable to the Defaulting Participant under clause 15.7(g)(v)(C) must be paid by bank cheque or by direct deposit of clear and available funds into a bank account in Australia nominated by the Defaulting Participant for this purpose.

(vi) To secure the rights of the Acquiring Participants under this clause, the Defaulting Participant hereby irrevocably appoints each relevant Acquiring Participant, the Manager and their respective directors as the several attorneys of the Defaulting Participant with power to sign all documents and do all other things in the name of the Defaulting Participant which are reasonably necessary to:

(1) apply for and obtain the necessary Governmental Agency consents, approvals and clearances referred to in clause 15.7(g); and

(2) effect the transfer of the Defaulting Participant’s Interest as contemplated in clauses 15.7(g)(v)(A) and 15.7(g)(v)(B).

(vii) The Defaulting Participant and the relevant Acquiring Participants must sign any deed of covenant and deed of charge that is required under clause 14.10.

15.8 Value of Interest of Defaulting Participant

The following provisions apply where, under clause 15.7, the value of the Interest of a Defaulting Participant is required to be determined:

(a) The Defaulting Participant and the Non-Defaulting Participants who have given an Exercise Notice must endeavour to agree the value of the Interest of the Defaulting Participant.

(b) If the parties are unable to agree upon the value of the Interest of the Defaulting Participant within 14 days after the expiry of the Option

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Exercise Period, the parties must endeavour to agree upon the appointment of two suitably qualified and experienced persons to determine the value of the Interest of the Defaulting Participant (Valuers).

(c) If the parties are unable to agree upon the appointment of the Valuers within 14 days after the expiry of the Option Exercise Period, then the Valuers will be two suitably qualified and experienced persons nominated by the President (or Acting President) for the time being of the Minerals Council of Australia or their nominee at the request of Non-Defaulting Participants who have given an Exercise Notice.

(d) The Valuers must be engaged on terms which require the Valuers to use their best endeavours to make independently a determination within 30 days after their appointment, or such other timeframes as the Defaulting Participant and Non-Defaulting Participants who have given an Exercise Notice may agree.

(e) Each Valuer will determine the value of the Interest of the Defaulting Participant, as at the date of the first Exercise Notice given, on the following basis:

(i) the price that would have been paid by a knowledgeable and willing (but not anxious) buyer to a knowledgeable and willing (but not anxious) seller dealing at arm’s length;

(ii) any Rehabilitation Obligations and Mine Closure Obligations relating to the Interest are to be taken into consideration;

(iii) if the Interest is subject to the Royalty Deed and Royalty Security, the Permitted Security Interests and any other agreements, the obligations under those documents which apply to the Interest;    

(iv) the Interest is to be valued on a stand-alone basis, and without taking into account any element of control that a Non-Defaulting Participant may obtain as a result of acquiring all or part of the Defaulting Participant’s Interest in addition to the Non-Defaulting Participant’s existing Interest;

(v) the valuation is to be determined independently and generally in accordance with the VALMIN Code of the Australian Institute of Mining and Metallurgy; and

(vi) otherwise the valuation methodologies to be applied are to be determined by the Valuer in its own discretion, taking into account usual and prudent industry practices.

(f) The value of the Interest of the Defaulting Participant will be deemed to be the average of the two Valuer’s determinations.

(g) In making the determination, each Valuer will be deemed to be acting as an expert and not as an arbitrator, and the laws relating to commercial arbitration will not apply to either Valuer, the Valuer’s determination or the means by which each Valuer makes the determination.

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(h) Each party will be entitled to submit such evidence to each Valuer as the Valuer may reasonably allow or require, and will provide all information, written or oral, which the Valuer may reasonably request, provided that:

(i) all oral evidence must be presented in the presence of the other parties; and

(ii) copies of all written evidence must be given to all other parties.

(i) Each Valuer may consult such legal, technical and financial experts as the Valuer, in his or her absolute discretion, thinks fit.

(j) The costs of the Valuers, and of any legal, technical and financial experts consulted by the Valuers, will be borne by the Defaulting Participant.

(k) The determination of the Valuer will be final and binding on the parties without appeal so far as the law allows and except in the case of manifest error.

15.9 Remedies not exclusive

(a) Each and every power and remedy given to the Non-Defaulting Participants in this clause 15 are in addition to every other power and remedy existing at law or in equity, and each and every power and remedy may be exercised from time to time and simultaneously and as often and in such order as may be deemed expedient.

(b) All such powers and remedies will be cumulative, and the exercise of one will not be deemed a waiver of the right to exercise any other or others.

(c) No delay or omission in the exercise of any such power or remedy will impair any such power or remedy or will be construed to be a waiver of any default.

16 Guarantee

16.1 Guarantee of GFA’s obligations

(a) The GFA Guarantor acknowledges that it has received valuable consideration for entering into this document.

(b) Subject to clause 16.2, the GFA Guarantor unconditionally and irrevocably guarantees to the Participants and the Manager the due and punctual performance by GFA of its obligations under this document.

(c) As a separate undertaking, the GFA Guarantor indemnifies the Participants and the Manager and their respective Affiliates directors, officers, employees and agents against all Liabilities suffered or incurred by the Participants or the Manager arising from, or in connection with, a breach by GFA of this document to the extent that GFA would have been liable for the same under this document.

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(d) The GFA Guarantor’s liability under this clause 16 is absolute and is not affected by anything which might operate to release or exonerate the GFA Guarantor in whole or in part including:

(i) the grant to GFA of any time, waiver or other indulgence or concession;

(ii) any transaction or arrangement that may take place between any Participants, the Manager, GFA, the GFA Guarantor or any other person;

(iii) the Participants and/or the Manager exercising or not exercising any other security or any of the rights conferred on it by law or under this document or any other agreement or failing to take security;

(iv) any discharge or release of any obligation of GFA, any other guarantor or any other person;

(v) any Insolvency, legal limitation, incapacity, disability, reorganisation, change in condition, nature or status or other circumstance related to GFA;

(vi) GFA’s obligations or any part of them becoming wholly or partially illegal, void or voidable, or unenforceable;

(vii) failure by the Participants and/or the Manager to give notice to the GFA Guarantor of any default by GFA under this document;

(viii) any laches, acquiescence, delay, acts or omissions on the part of the Participants and/or the Manager;

(ix) the transfer of all or any part of GFA’s Interest to an Affiliate under clause 14.2;

(x) any variation or novation of a right of the Participants and / or the Manager; and

(xi) any alteration of this document, or any agreement entered into in the performance of this document, with or without the consent of the GFA Guarantor.

(e) Subject to clause 16.2, the guarantee and indemnity under this clause 16 is a continuing guarantee and indemnity.

(f) In addition to the GFA Guarantor’s obligations as guarantor under this clause 16, the GFA Guarantor agrees that any obligations which may not be enforceable against it as guarantor will be enforceable against it as if it were the principal obligor in respect of the obligation.

(g) This guarantee and indemnity under this clause 16 may be enforced against the GFA Guarantor without the Participants and/or the Manager being required to exhaust any remedy it may have against GFA under this document.

(h) If a Claim that a payment or transfer to the Participants and/or the Manager in connection with this document is void or voidable under laws

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relating to insolvency or protection of creditors is upheld, conceded or compromised, then the Participants and / or the Manager is entitled immediately as against the GFA Guarantor to the rights to which it would have been entitled under this clause 16 if all or part of the payment or transfer had not occurred.

16.2 Cessation of Guarantee

Provided the payments are not claimed by any person to be void or voidable and that claim is upheld, the liability of the GFA Guarantor under this clause 16 will cease, and GFA Guarantor will be irrevocably released from the guarantee and indemnity under this clause 16, upon the last to occur of:

(a) full and final payment to the Participants and / or the Manager of the Deferred Consideration payments under clause 9.7;

(b) GFA satisfying its sole funding obligations under clause 9.4(a);

(c) 90 days after Completion of Project Development; and

(d) 20 Business Days after the completion of any reconciliation process under clause 9.4(b).

17 Force Majeure

17.1 Force Majeure occurrence

(a) If a party (Affected Party) is prevented or hindered by Force Majeure from fully or partly complying with any obligation (except for the payment of money) under this document, that obligation is suspended for the duration of, and to the extent affected by, such Force Majeure.

(b) If the Affected Party wishes to claim the benefit of this clause it must give prompt notice of the Force Majeure occurrence to the other Participants and the Manager including reasonable details of:

(i) the Force Majeure occurrence and why it constitutes Force Majeure;

(ii) the effect of the Force Majeure occurrence on the performance of the Affected Party’s obligations; and

(iii) the likely duration of the delay in performance of those obligations.

(c) The Affected Party must use its best endeavours to remove or overcome the cause and/or effect of the Force Majeure provided that nothing in this clause requires the Affected Party to:

(i) settle any strike, or other labour dispute; or

(ii) contest the validity or enforceability of any law or legally enforceable order by way of legal proceedings;

on terms not acceptable to it solely for the purpose of removing the event of Force Majeure.

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(d) If the Force Majeure event cannot be removed or overcome to an extent that allows resumption of performance within 6 months (or such other period as the Participants agree) from the date the notice is given under clause 17.1(b)(i), the Participants must consider and determine whether this document should be modified or terminated.

(e) Notwithstanding the Force Majeure, the Participants must continue to pay any Called Sum called by the Manager in accordance with clauses 9.3 and 9.8 to the extent such monies are necessary to maintain the Joint Venture Assets in good condition and keep the Titles in good standing in accordance with Good Australian Mining Practice.

18 General

18.1 Representations and warranties

(a) Each Participant represents and warrants to each other Participant that:

(i) it has capacity unconditionally to execute and deliver and comply with its obligations under this document;

(ii) it has taken all necessary action to authorise the unconditional execution and delivery of, and the compliance with its obligations under, this document;

(iii) this document constitutes its valid and legally binding obligations and is enforceable against it by any other party in accordance with its terms; and

(iv) its unconditional execution and delivery of, and compliance with its obligations under, this document do not contravene:

(A) any Law to which it or any of its property is subject or any order or directive from a Government Agency binding on it or any of its property; or

(B) its constituent documents, any agreement or instrument to which it is a party or any obligation to any other person.

(b) The warranties and representations given under clause 18.1(a) are continuing obligations for the term of this document.

18.2 Duty

(a) Except as expressly stated otherwise in this document, the Manager, as between the parties, is liable for and must pay all duty (including any fine, interest or penalty except where it arises from default by another party) on or relating to this document, any document executed under it or any dutiable transaction evidenced or effected by it.

(b) If a party other than the Manager pays any duty (including any fine, interest or penalty) on or relating to this document, any document executed under it or any dutiable transaction evidenced or effected by it, the Manager must pay that amount to the paying party on demand.

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(c) All amounts payable by the Manager under clauses 18.2(a) and 18.2(b) above will form part of Costs.

18.3 Legal costs

(a) Except as expressly stated otherwise in this document, each party must pay its own legal and other costs and expenses of negotiating, preparing, executing and performing its obligations under this document.

(b) The legal costs of the Manager in negotiating, preparing, and executing this document do not form part of Costs, however the legal costs of the Manager in performing its obligations under this document form part of Costs.

18.4 No liability for consequential losses

Except in the case of Wilful Misconduct or Gross Negligence, no Participant will be liable to the other Participants in any circumstances for any loss of use, loss of revenue, loss of profit, loss of production, business interruption, loss of business opportunity, loss of savings, loss of use of capital or loss of good will, arising out of or in connection with this document, whether or not foreseeable at the Effective Date.

18.5 Amendment

This document may only be varied or replaced by a document executed by the parties.

18.6 Waiver and exercise of rights

(a) A single or partial exercise or waiver by a party of a right relating to this document does not prevent any other exercise of that right or the exercise of any other right.

(b) A party is not liable for any loss, cost or expense of any other party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.

18.7 Rights cumulative

Except as expressly stated otherwise in this document, the rights of a party under this document are cumulative and are in addition to any other rights of that party.

18.8 Certain rights are personal to GOR

(a) The rights under the following clause are personal to GOR and assignees who are Affiliates of GOR:

(i) (Exploration) right to be delegated management of exploration activities under clause 6.5(b) and schedule 5;

(ii) (GFA Cash Call Funding) GFA Funding for Significant New Called Sum under clause 9.6;

(iii) (GOR Financial Support) GFA providing support or funding to GOR under clause 13,

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and cannot be assigned by GOR to any party other than to an Affiliate of GOR in accordance with clause 14.2.

(b) The rights referred to above cease on the first to occur of:

(i) the date on which neither GOR nor any of its Affiliates are Participants;

(ii) where GOR has assigned its Interest to an Affiliate in accordance with clause 14.2, the date on which clause 14.2(c) applies unless clause 14.2(d) applies;

(iii) if an event under clause 14.2(d) has occurred, the entity that was the Affiliate of GOR (Permitted Assignee) has a market capitalisation of $1,000,000,000 or more based on the closing share price on the securities exchange on which it is listed for 2 or more consecutive trading days; or

(iv) the date there is a Change in Control of GOR or, after an event under clause 14.2(d) has occurred, there is a Change in Control of the Permitted Assignee,

(the GOR Benefits End Date) and the following will apply to GOR, its assignee who is an Affiliate of GOR or the Permitted Assignee (as applicable) (Relevant Party):

(v) the Relevant Party must hand over management of the exploration activities to the Manager in accordance with schedule 5;

(vi) the Relevant Party may make no further requests for funding under clauses 9.6 or 13;

(vii) the Relevant Party must repay all amounts lent from GFA under clause 9.6 as soon as practicable and in any event no later than the earlier of the due date for payment and 30 days after the GOR Benefits End Date;

(viii) the Relevant Party must repay all amounts lent from GFA under clause 13 as soon as practicable and in any event no later than the earlier of the due date for payment and 30 days after the GOR Benefits End Date; and

(ix) the Relevant Party must use reasonable endeavours to:

(A) replace all financial securities and assurances provided by GFA or its Affiliates for the benefit of any Relevant Party under clause 13; and

(B) ensure that GFA and its Affiliates are fully released from the same to the extent of the Relevant Party’s former Interest,

as soon as reasonably practicable and in any event within 60 days after the GOR Benefits End Date:

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(c) Where financial securities and assurances are required to be replaced under clause 18.8(b)(ix) and this has not occurred by the required deadline, the Relevant Party must:

(i) continue to use all reasonable endeavours to procure the replacement in accordance with clause 18.8(b)(ix) as soon as reasonably practicable; and

(ii) if any of the financial securities and assurances are not replaced under clause 18.8(b)(ix) then, from the GOR Benefits End Date until replacement the Relevant Party indemnifies GFA and its Affiliates, directors, officers, employees and agents from and against any Liabilities suffered or incurred by GFA and its Affiliates arising directly or indirectly from, or in connection with the failure to replace the financial securities and assurances.

18.9 Consents

Except as expressly stated otherwise in this document, a party may conditionally or unconditionally give or withhold any consent to be given under this document and is not obliged to give its reasons for doing so.

18.10 Further steps

(a) Each party must promptly do whatever any other party reasonably requires of it to give effect to this document and to perform its obligations under it.

(b) Without limiting clause 18.10(a) each Participant agrees to make such amendments to the Joint Venture Documents, to provide such further information and to do such other things, as any of the other Participants may require from time to time to:

(i) ensure that any security interest created by this document is fully effective, enforceable and perfected with the contemplated priority;

(ii) ensure that any security interest created by this document is perfected by control to the extent possible under the PPS Act; and

(iii) otherwise to the fullest possible extent, register, protect, perfect, record and maintain each Participant’s position as contemplated by this document under any security interest created by this document in the context of the PPS Act.

18.11 Governing law and jurisdiction

(a) This document is governed by and is to be construed in accordance with the laws applicable in Western Australia.

(b) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Western Australia and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.

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18.12 Counterparts

This document may consist of a number of counterparts and, if so, the counterparts taken together constitute one document.

18.13 Entire understanding

(a) This document contains the entire understanding between the parties as to the subject matter of this document.

(b) All previous negotiations, understandings, representations, warranties, memoranda or commitments concerning the subject matter of this document are merged in and superseded by this document and are of no effect. No party is liable to any other party in respect of those matters.

(c) No oral explanation or information provided by any party to another:

(i) affects the meaning or interpretation of this document; or

(ii) constitutes any collateral agreement, warranty or understanding between any of the parties.

18.14 Severability

(a) Subject to clause 18.14(b), if a provision of this document is illegal or unenforceable in any relevant jurisdiction, it may be severed for the purposes of that jurisdiction without affecting the enforceability of:

(i) the other provisions of this document in that jurisdiction; or

(ii) this document, including that provision, in other jurisdictions.

(b) Clause 18.14(a) does not apply if severing the provision:

(i) materially alters the:

(A) scope and nature of this document; or

(B) the relative commercial or financial positions of the parties; or

(ii) would be contrary to public policy.

18.15 PPS Act

(a) Each party waives the right to receive any notice under the PPS Act (including a notice of verification statement) unless the notice is required under the PPS Act and the obligation to give it cannot be excluded.

(b) The parties agree to contract out of each provision of the PPS Act that sections 115(2) and 115(7) of the PPS Act permits them to contract out of, other than section 135 of the PPS Act.

(c) Unless expressed to the contrary, a reference to a term which is defined in the PPS Act has the meaning it has in the PPS Act.

18.16 Construction

Unless expressed to the contrary, in this document:

(a) words in the singular include the plural and vice versa;

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(b) any gender includes the other genders;

(c) if a word or phrase is defined its other grammatical forms have corresponding meanings;

(d) ‘includes’ means includes without limitation;

(e) no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it;

(f) a reference to:

(i) a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority;

(ii) subject to clause 18.8, a person includes the person’s legal personal representatives, successors, permitted assigns and persons substituted by novation;

(iii) any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced;

(iv) an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation;

(v) a right includes a benefit, remedy, discretion or power;

(vi) time is to local time in Perth;

(vii) ‘$’ or ‘dollars’ is a reference to Australian currency;

(viii) this or any other document includes the document as novated, varied or replaced and despite any change in the identity of the parties;

(ix) writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes fax transmissions;

(x) an obligation includes a warranty or representation, and a reference to a failure to observe or perform an obligation includes a breach of warranty or representation;

(xi) this document includes all schedules and annexures to it; and

(xii) a clause, schedule or annexure is a reference to a clause, schedule or annexure, as the case may be, of this document;

(g) provisions or terms of this document or another document, agreement, understanding or arrangement include a reference to both express and implied provisions and terms;

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(h) a reference to anything (including, without limitation, any amount) is a reference to the whole or any part of it and a reference to a group of things or persons is a reference to any one or more of them;

(i) a reference to any authority, association or body (whether statutory or otherwise) will, if any such authority, association or body ceases to exist or is re-constituted, re-named or replaced or the powers or functions of such authority, association or body are transferred to any other authority, association or body, be deemed to refer respectively to the authority, association or body established or constituted in its place or which most closely succeeds to its powers or functions;

(j) if the date on or by which any act must be done under this document is not a Business Day, the act must be done on or by the next Business Day; and

(k) where time is to be calculated by reference to a day or event, that day or the day of that event is excluded.

18.17 Headings

Headings do not affect the interpretation of this document.

18.18 Adjustment of Thresholds

(a) At the start of each Financial Year (commencing 1 January 2018), all financial based thresholds referred to in this document will be increased by the same percentage that the CPI has increased since the last 1 January.

(b) The initial index number for calculating the percentage increase of the CPI as at 1 January 2018 is 108.6.

19 Notices

19.1 General

A notice, demand, certification, process or other communication relating to this document must be in writing in English and may be given by an agent of the sender.

19.2 How to give a communication

In addition to any other lawful means, a communication may be given by being:

(a) personally delivered;

(b) left at the party’s current delivery address for notices;

(c) sent to the party’s current postal address for notices by pre-paid ordinary mail or, if the address is outside Australia, by pre-paid airmail;

(d) sent by email to the party’s current email address for notices; or

(e) sent by such other form of communication as the Participants and the Manager may from time to time agree.

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19.3 Particulars for delivery of

(a) The particulars for delivery of notices are initially:

(i) in the case of GOR or the Manager until the end of the Transition Period:

Delivery address:	Level 2, 26 Colin Street
	West Perth WA 6005
Postal address:	PO Box 1157
	West Perth WA 6872
Email:	perth@goldroad.com.au ; and Ian.murray@goldroad.com.au
Attention:	Marked “FOR URGENT ATTENTION OF”
	Managing Director and Company Secretary

(i) in the case of GFA, GFA Guarantor or the Manager after the Transition Period::

Delivery address:	Level 5, 50 Colin Street
	West Perth WA 6005
Postal address:	PO Box 628
	West Perth WA 6872
Email:	GFA.CompanySecretary@goldfields.com
Attention:	Company Secretary

(b) Each party may change its particulars for delivery of notices by notice to each other party.

19.4 Communications by post

Subject to clause 19.7, a communication is given if posted:

(a) within Australia to an Australian postal address, three Business Days after posting; or

(b) outside of Australia to an Australian postal address or within Australia to an address outside of Australia, ten Business Days after posting.

19.5 Communications by email

(a) Subject to clause 19.7, a communication is given if sent by email, upon the earlier of:

(i) the time the sender receives an automated message from the intended recipient’s information system confirming delivery of the email;

(ii) the time that the email is first opened or read by the intended recipient, or an employee or officer of the intended recipient; and

(iii) four hours after the time the email is sent (as recorded on the device from which the sender sent the email) unless the sender

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receives, within that four hour period, an automated message that the email has not been delivered.

(b) Despite anything to the contrary in this document, the following communications must not be given by email:

(i) a Funding Notice given under clause 9.6;

(ii) a notice given by GFA under clauses 9.6(a)(v) or 9.6(b)(v);

(iii) a notice given by the Manager under clause 15.2(a) or any Participant under clause 15.2(c); and

(iv) an EOD Notice given under clause 15.7.

19.6 Process service

Any process or other document relating to litigation, administrative or arbitral proceedings in relation to this document may be served by any method contemplated by this clause 19 or in accordance with any applicable law.

19.7 After hours communications

If a communication is given:

(a) after 5.00 pm in the place of receipt; or

(b) on a day which is a Saturday, Sunday or bank or public holiday in the place of receipt,

it is taken to have been given at 9.00am on the next day which is not a Saturday, Sunday or bank or public holiday in that place.

20 GST

20.1 Construction

In this clause 20:

(a) unless there is a contrary indication, words and expressions which are not defined in this document but which have a defined meaning in the GST Law have the same meaning as in the GST Law;

(b) GST Law has the same meaning given to that expression in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or, if that Act does not exist for any reason, means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act; and

(c) references to GST payable and input tax credit entitlements include:

(i) notional GST payable by, and notional input tax credit entitlements of the Commonwealth, a State or a Territory (including a government, government body, authority, agency or instrumentality of the Commonwealth, a State or a Territory); and

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(ii) GST payable by, and the input tax credit entitlements of, the representative member of a GST group of which the entity is a member.

20.2 Consideration GST exclusive

Unless otherwise expressly stated, all consideration, whether monetary or non-monetary, payable or to be provided under or in connection with this document is exclusive of GST (GST-Exclusive Consideration).

20.3 Payment of GST

If GST is or becomes payable on any supply made by:

(a) a party; or

(b) an entity that is taken under the GST Law to make the supply by reason of the capacity in which a party acts,

(Supplier) under or in connection with this document, the recipient of the supply, or the party providing the consideration for the supply, must pay to the Supplier an amount equal to the GST payable on the supply as calculated in accordance with the GST Law, subject to clause 20.5.

20.4 Timing of GST payment

The amount referred to in clause 20.3 must be paid in addition to and at the same time and in the same manner (without any set-off or deduction) that the GST-Exclusive Consideration for the supply is payable or to be provided.

20.5 Tax invoice

The Supplier must deliver a tax invoice or an adjustment note to the recipient of a taxable supply before the Supplier is entitled to payment of an amount under clause 20.3.

20.6 Adjustment event

If an adjustment event arises in respect of a supply made by a Supplier under or in connection with this document, any amount that is payable under clause 20.3 will be calculated or recalculated to reflect the adjustment event and a payment will be made by the recipient to the Supplier or by the Supplier to the recipient as the case requires.

20.7 Reimbursements

Notwithstanding any other provision in this document, where a party is required under or in connection with this document to pay for, reimburse or contribute to any expense, loss, liability or outgoing suffered or incurred by another party or indemnify another party in relation to such an expense, loss, liability or outgoing (Reimbursable Expense), the amount required to be paid, reimbursed or contributed by the first party will be reduced by the amount of any input tax credits to which the other party (or the representative member of the GST group of which the other party is a member) is entitled in respect of the Reimbursable Expense.

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20.8 Calculations based on other amounts

If an amount of consideration payable or to be provided under or in connection with this document is to be calculated by reference to any price, value, sales, proceeds, revenue or similar amount (Revenue), that reference will be to that Revenue determined by deducting from it an amount equal to the GST payable on the supply for which it is consideration.

20.9 No merger

This clause 20 does not merge on the completion, rescission or other termination of this document or on the transfer of any property supplied under this document.

20.10 GST joint venture

The parties will, in good faith, consider taking action to register the Joint Venture as a GST joint venture after the Effective Date. If the Joint Venture is registered as a GST joint venture then the parties contemplate that the Manager will be responsible for administration of any GST.

21 Expert determination

21.1 When appointed

Wherever under this document:

(a) any matter is expressly to be referred to an Expert; or

(b) the parties agree that a point of difference between them will be resolved by an Expert,

then unless specifically provided otherwise, the matter in issue will be referred to an Expert for determination and this clause will apply. Unless otherwise agreed by the parties to the dispute, any Expert appointed under this document must be someone who is independent of the parties to the dispute, does not have an interest or duty which conflicts or may conflict with the functions as the expert and is not an employee, representative of a person that provides consultancy services on a regular basis to any party to the dispute.

21.2 Appointment

The procedure for the appointment of an Expert will be as follows:

(a) the party wishing the appointment to be made will give notice in writing to that effect to the other parties and give details of the matter which it proposes will be resolved by the Expert;

(b) within 10 Business Days from the date of that notice, the parties will meet in an endeavour to agree upon a single Expert (who will be independent of the parties and will have qualifications and experience appropriate to the matter in dispute) to whom the matter in dispute will be referred for determination; and

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(c) if within that 10 Business Days the parties fail to agree upon the appointment of a single Expert then any party may request the nomination of an Expert by:

(i) the President of the Australasian Institute of Mining and Metallurgy to appoint the Expert, if the subject matter of the dispute relates to a technical issue;

(ii) the President of the Institute of Chartered Accountants in Australia, if the subject matter of the dispute relates to a financial issue;

(iii) the President of the Western Australian Law Society, if the subject matter of the dispute relates to a legal issue; and

(iv) the National Chairman of the Australian Institute of Company Directors, if the subject matter of the dispute relates to any other issue,

(collectively an Independent Body), which nominee the parties must appoint.

(d) If an Independent Body fails to nominate an Expert within 10 Business Days of being requested to do so, or otherwise refuses to make such an appointment, then any party may request the nomination of an Expert by the President of the Institute of Arbitrators & Mediators Australia, which nominee the parties must appoint.

21.3 Instructions

The Expert will be instructed to:

(a) determine the dispute within the shortest practicable time; and

(b) deliver a report stating his opinion with respect to the matters in dispute and setting out the reasons for the decision.

21.4 Procedure

(a) The Expert will determine the procedures for the conduct of the process in order to resolve the dispute and must provide each party with a fair opportunity to make submissions in relation to the matter in issue.

(b) Any process or determination of the dispute by the Expert will be made as an expert and not as an arbitrator and the determination of the Expert will be final and binding on the parties without appeal so far as the law allows and except in the case of manifest error or where a party to the matter in issue has not been provided with a fair opportunity to make submissions in relation to the matter in issue.

21.5 Costs

Each party will bear its own costs of and incidental to any proceedings under this clause 21. The costs of the Expert will be Costs, except as otherwise may be provided in this document.

Gruyere Project Joint Venture Agreement page 107

Corrs Chambers Westgarth

22 Dispute resolution

22.1 Dispute resolution process

Except to the extent otherwise expressly referred to Expert determination in accordance with clause 21 or otherwise expressly prescribed by this document in relation to particular types of dispute, the parties must deal with any dispute, controversy, claim or difference (Dispute) arising out of, connected with or relating to this document or any breach, termination or claimed invalidity of this document in accordance with the dispute resolution process set out in this clause 22.

22.2 Dispute Notice

(a) A party claiming a Dispute (Initiating Party) must give notice (Dispute Notice) to the other party which:

(i) identifies the subject matter of the Dispute; and

(ii) designates a senior representative for the Dispute who will have the authority to settle the Dispute on its behalf; and

(b) the other party must then promptly designate, by notice to the Initiating party, its senior representative for the Dispute who will have authority to settle the Dispute on its behalf.

22.3 Meeting of the parties’ designated representatives

The parties’ designated representatives must meet and use all reasonable endeavours acting in good faith to resolve the Dispute, within 5 Business Days after the receipt of the Dispute Notice.

22.4 Meeting of Senior Executives and Chief Executive Officers

(a) If the Dispute is not resolved under clause 22.3, then within 10 Business Days of the Dispute Notice, a senior executive of the Ultimate Holding Company of each party to the Dispute (Disputing Parties) must meet and use all reasonable endeavours acting in good faith to resolve the Dispute.

(b) If the Dispute is not resolved under clause 22.4(a), then within 20 Business Days of the date the Dispute Notice has been given, each chief executive officer of the Ultimate Holding Company of each Disputing party must meet and use all reasonable endeavours acting in good faith to resolve the Dispute.

(c) A party may not commence court proceedings in respect of the Dispute until the steps under clauses 22.3, 22.4(a) and 22.4(b) have been taken and one or other of the chief executive officers of the Ultimate Holding Companies of the Disputing Parties states that they consider that the Dispute will not be resolved within 40 Business Days from the date of the Dispute Notice.

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Corrs Chambers Westgarth

22.5 Urgent interlocutory relief

This clause 22 does not prevent a party from seeking urgent interlocutory relief from a court of competent jurisdiction where, in that party’s reasonable opinion, that action is necessary to protect that party’s rights.

23 First Right of Refusal – GOR

23.1 Application

(a) The clause applies whenever the Management Committee pursuant to a Special Majority Decision determines to:

(i) relinquishment or surrender any Title, other than any relinquishment or surrender required by the Act or the terms or conditions of the Title (Relinquished Title); or

(ii) sell or dispose of any significant capital item of plant or equipment forming part of the Joint Venture Assets (Abandoned Asset).

(b) If any other party has rights of first refusal (or similar right) in relation to any Title or Abandoned Assets under a native title agreement entered into prior to the Effective Date or with the approval of the Management Committee by Special Majority Decision, this clause applies only to the extent that the Title or Abandoned Asset, as the case may be, is not acquired under those agreements.

23.2 Right of first refusal

(a) Neither the Participants nor the Manager may effect the surrender or relinquishment of the Relinquished Title or the sale or other disposal of the Abandoned Asset unless it has first been offered to GOR free of Security Interests other than the Permitted Security Interests (except for the security interest listed in paragraph (g) of that definition) and any contractual obligations of the Participants that purport to run with the Relinquished Title and for, in the case of the Relinquished Title, a consideration of one dollar and, in the case of the Abandoned Assets, the reasonable market value as determined by the Management Committee.

(b) The offer must be made in writing and will stand open for acceptance by GOR by written notice to the Manager for 30 Business Days after receipt of the offer by GOR.

(c) If GOR accepts the offer within that time then the Participants and the Manager will transfer the Relinquished Title or Abandoned Asset, as applicable, to GOR in exchange for the relevant consideration. GOR must prepare all of the necessary documents and bear all of the costs required to effect such transfer.

(d) If GOR does not accept the offer within that time then the Manager or the Participants (as applicable) may proceed with the surrender or relinquishment of the Relinquished Title or the sale or other disposal of

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Corrs Chambers Westgarth

the Abandoned Asset, provided that any sale or disposal of an Abandoned Asset is for a price not less than the price offered to GOR.

(e) This clause take priority over the rights and obligations of the parties under the Royalty Deed and Royalty Security.

(f) GFA and GOR agree that while GOR remains both a Participant and the party entitled to receive the royalty under the Royalty Deed, GOR agrees that if an offer is made under this clause 23.2 and GOR does not accept that offer then there is no obligation to make any similar offer under either the Royalty Deed and Royalty Security.

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Corrs Chambers Westgarth

Execution

Executed as an agreement.

Executed by Gold Road Resources	)
Limited in accordance with section 127 of the Corporations Act by:	)

/s/ Tim Netscher	/s/ Justin Osborne
Company Secretary/Director	Director
Tim Netscher	Justin Osborne
Name of Company Secretary/Director (print)	Name of Director (print)

Executed by Gruyere Mining	)
Company Pty Ltd in accordance with section 127 of the Corporations Act by:	)

/s/ Stuart J. Mathews	/s/ Cornelus W Du Toit
Company Secretary/Director	Director
Stuart J. Mathews	Cornelus W Du Toit
Name of Company Secretary/Director (print)	Name of Director (print)

Executed by Gruyere Management	)
Pty Ltd in accordance with section 127 of the Corporations Act by:	)

/s/ Stuart J. Mathews	/s/ Cornelus W Du Toit
Company Secretary/Director	Director
Stuart J. Mathews	Cornelus W Du Toit
Name of Company Secretary/Director (print)	Name of Director (print)

Gruyere Project Joint Venture Agreement page 111

Corrs Chambers Westgarth

Executed by Gold Fields Australia	)
Pty Ltd ABN 91 098 385 285 in	)
accordance with section 127 of the
Corporations Act by:

/s/ Stuart J. Mathews	/s/ Cornelus W Du Toit
Company Secretary/Director	Director
Stuart J. Mathews	Cornelus W Du Toit
Name of Company Secretary/Director (print)	Name of Director (print)

Gruyere Project Joint Venture Agreement page 112

Corrs Chambers Westgarth

Schedule 1

Titles

Gruyere project tenements

Tenement Number	Status	Reporting Group
E38/1932	Granted	C267/1994
E38/3076	Application
M38/1267	Granted
L38/180	Granted
L38/210	Granted
L38/211	Granted
L38/233	Granted
L38/235	Granted
L38/237	Granted
L38/250	Application
L38/251	Granted
L38/252	Application
L38/253	Application
L38/254	Granted
L38/255	Granted
L38/256	Granted
L38/259	Application
L38/260	Application
L38/265	Application
L38/266	Application
L38/267	Application
L38/268	Application
L38/269	Application
L38/270	Application
L38/271	Application

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Corrs Chambers Westgarth

Tenement Number	Status	Reporting Group
L38/272	Application
L38/273	Application
L38/274	Application
L38/275	Application
L38/276	Application

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Corrs Chambers Westgarth

Central Bore, Attila and Alaric project tenements
Tenement Number	Status	Reporting Group
E38/1964	Granted	C267/1994
M38/435	Granted	C267/1994
M38/436	Granted	C267/1994
M38/437	Granted	C267/1994
M38/438	Granted	C267/1994
M38/439	Granted	C267/1994
M38/788	Granted	C267/1994
M38/814	Granted	C267/1994
M38/841	Granted	C267/1994
M38/1178	Granted
M38/1179	Granted
M38/1255	Granted
L38/186	Granted
L38/227	Granted
L38/230	Granted

Gruyere Project Joint Venture Agreement page 115

Corrs Chambers Westgarth

Schedule 2

Deed of Cross Security

Gruyere Project Joint Venture Agreement page 116

Execution Version

6 December 2016

Gold Road Resources Limited

Gruyere Mining Company Pty Ltd

Gruyere Project - Deed of Cross Security

Deed of Cross Security

Corrs Chambers Westgarth

Contents
1	Definitions		1
	1.1	Definitions in this document	1
	1.2	PPS Act	4
	1.3	Joint Venture Agreement terms	4
2	Commencement and Consideration		4
3	Securities		5
	3.1	Creation of Securities	5
	3.2	Priority between Participants	5
	3.3	Priority of Security Interests	5
	3.4	Discharge	6
	3.5	Account	6
4	Nature of Security Interest		6
5	Dealing with Secured Property		7
	5.1	Dealing with Secured Property	7
	5.2	Restoration of Circulating Property and floating charge	7
6	Representations and warranties		8
7	Covenants and undertakings		8
	7.1	Notification	8
	7.2	Notification under Sales Contracts	8
	7.3	Covenant to pay	8
8	Default		8
	8.1	Enforcing Party’s Powers and consequences of enforcement	8
	8.2	Enforcement by Manager	9
	8.3	Assistance in realisation	10
	8.4	Stamp Duty on enforcement	10
	8.5	Protection of third parties	10
9	Receiver		11
	9.1	Appointment of Receiver	11
	9.2	Agency of Receiver	11
	9.3	Powers of Receiver	11
	9.4	Nature of Receiver’s Powers	14
	9.5	Status of Receiver after commencement of winding up	14
	9.6	Notice of exercise of rights	14
	9.7	Power of sale	14
	9.8	Termination of receivership and possession	15
	9.9	Information	15
	9.10	Co-operation	15
	9.11	Exercise of powers	16

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10	Application and receipt of moneys		16
	10.1	Priority of payment	16
	10.2	Rateable distribution	17
	10.3	Order of priority	17
	10.4	Statement of Secured Money	17
	10.5	Money Actually Received	17
	10.6	Conversion of currencies on Application	17
11	Rescission of payment		17
12	Ancillary provisions		18
	12.1	Continuing security	18
	12.2	Principal obligations	18
	12.3	Registration and stamping	18
	12.4	Further assurances	19
	12.5	Enforcing Party’s liabilities	19
	12.6	Indemnities	19
13	General		19
	13.1	Change of Manager	19
	13.2	Confidential Information	20
	13.3	PPS Act	20
	13.4	Performance by Enforcing Party of the Defaulting Participant’s obligations	20
	13.5	Defaulting Participant to bear cost	20
	13.6	Governing law and jurisdiction	20
	13.7	Severability	21
	13.8	Waivers	21
	13.9	Variation	21
	13.10	Exclusion of legislation	21
	13.11	Powers cumulative	21
	13.12	Power of attorney	21
	13.13	Counterparts	22
	13.14	Construction	22
	13.15	Headings	23
	13.16	Deed	23
	13.17	GST	23
	13.18	Joint Venture Agreement	23
14	Assignment		24
	14.1	Intended assignee	24
	14.2	Perfecting Assignment	24
15	Notices		24

Deed of Cross Security page ii

Corrs Chambers Westgarth

Date 6 December 2016

Parties

Gold Road Resources Limited ABN 13 109 289 527 of Level 2, 26 Colin Street, West Perth, Western Australia in its capacity as a Participant (GOR)

Gruyere Mining Company Pty Ltd ACN 615 729 005 of Level 5, 50 Colin Street, West Perth, Western Australia (GFA)

Gold Road Resources Limited ABN 13 109 289 527 of Level 2, 26 Colin Street, West Perth, Western Australia in its capacity as manager of the Joint Venture (Manager)

Background

A The Participants are parties to the Joint Venture Agreement, which will take effect on the Effective Date.

B Under the Joint Venture Agreement each of the Participants is obliged to make payments and perform certain obligations from time to time.

C GOR has been appointed as the Manager of the Joint Venture and signs this document in its capacity as a Participant and as the Manager.

D For the purposes of securing the obligations of each Participant to make the payments and perform their obligations under the Joint Venture Agreement, the Participants and the Manager have agreed to enter into this document.

Agreed terms

1 Definitions

1.1 Definitions in this document

In this document these terms have the following meanings:

Attorney	Any attorney appointed under this document.
Circulating Property	All Personal Property other than any Personal Property comprised of or encompassed by the present and future interest of the Grantor in, to, under or derived from:
	(a)	the Titles;
	(b)	any freehold and leasehold lands, including the lands the subject of the Titles and any licences and fixtures on it, which are held or acquired under the

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		Joint Venture Agreement; and
	(c)	any single item of plant, machinery or equipment the current new price of which exceeds A$1,000,000,
	provided that such Secured Property shall cease to be Circulating Property on the occurrence of a Default.
Default	The occurrence of:
	(a)	an event of default under clauses 15.1(a), 15.1(b) or 15.1(c) of the Joint Venture Agreement by the Grantor; or
	(b)	a failure by the Grantor to pay, when due, any other Secured Money which:
		(i)	if it relates to moneys due under the Joint Venture Agreement, constitutes an Event of Default under the Joint Venture Agreement; and
		(ii)	if it relates to a payment under this document, continues for 5 Business Days after notice to the Grantor to pay from either the Manager or any other Participant.
Defaulting Participant	A Participant in respect of which a Default has occurred.
Enforcing Party	(a)	A Receiver;
	(b)	any Non-Defaulting Participant;
	(c)	the Manager;
	(d)	an Attorney; or
	(e)	any other person entitled to take action to enforce a security created under this document.
General Security	The document titled “General Security Agreement” dated on or about the date of this document between the Participants, under which the GFA agrees to grant security to GOR to secure performance GFA of certain payment obligations under the document titled “Sale Agreement – Gruyere Project” dated 6 November 2016 between GOR, GFA and Gold Fields Australia Pty Ltd ABN 91 098 385 285.
Grantor	Each person who is a party to this document to the extent it is granting a Security Interest under this document.
Joint Venture Agreement	The document titled “Gruyere Project Joint Venture Agreement” between the Participants the Manager and Gold Fields Australia Pty Ltd ABN 91 098 385 285 dated

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	on or about the date of this document.
Non-Defaulting Participant	Each Participant, other than a Defaulting Participant.
Other Property	All of the Secured Property other than Personal Property.
Participants	GOR and GFA, in their capacity as participants in the Joint Venture under the Joint Venture Agreement.
Permitted Chargee’s Priority Deed	A chargee’s priority deed contemplated by clause 14.6(a) of the Joint Venture Agreement.
Personal Property	All of the Secured Property that is personal property (as defined in the PPS Act) and to which the PPS Act applies.
Power	Any right, power, authority, discretion or remedy conferred on an Enforcing Party by this document or any applicable law in relation to this document.
PPS Act	The Personal Property Securities Act 2009 (Cth).
PPS Security Interest	A security interest as defined in the PPS Act.
Receiver	A receiver or receiver and manager appointed under this document.
Royalty Deed	The document titled “Royalty Deed - Net Smelter Royalty - Gruyere Project” dated 6 November 2016.
Royalty Security	The security in the form of schedule 2 to the Royalty Deed pursuant to which GFA grants to GOR the security interest to secure payment under the Royalty Deed.
Sales Contracts	All contracts for the sale by a Participant of Product.
Sales Proceeds	Any proceeds, revenues or other amounts payable to a Participant with respect to the sale of that Participant’s share of Product.
Secured Money	In respect of the Grantor, means all Called Sums and all other moneys due but unpaid which the Grantor is at any time liable to pay to or for the account of the Manager or another Participant (whether alone or with another person) for any reason whatsoever under or in relation to this document or the Joint Venture Agreement. It includes money by way of interest, fees, costs or liquidated damages for which the Grantor is or at any time may become so liable, or as a result of breach of or default by the Grantor under or in relation to this document or the Joint Venture Agreement.
Secured Property	In respect of a Grantor, its present and future:
	(a)	Interest (as defined in the Joint Venture

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Corrs Chambers Westgarth

		Agreement), and each component of it;
	(b)	rights and benefits under the Joint Venture Agreement;
	(c)	interest in and to all Joint Venture Assets (as defined in the Joint Venture Agreement),
	together with its interest in the proceeds from the disposal of any of the foregoing, along with its present and future:
	(d)	proceeds of insurance taken out under the Joint Venture Agreement receivable by the Grantor;
	(e)	interest in Product;
	(f)	rights and benefits under Sales Contracts; and
	(g)	interest in and benefits of Sale Proceeds.
Securities	The securities created under clause 3.1.
Security Interest	Any PPS Security Interest, mortgage, pledge, lien, or charge or any security or preferential interest of any kind or arrangement of any kind or any other right of, or arrangement with, any creditor to have its claim satisfied in priority to other creditors with, or from the proceeds of, any asset forming part of the Secured Property. It includes title retention or other security interest arising under section 12(3) of the PPS Act other than in the ordinary course of business and any deposit of money by way of security but it excludes a charge or lien arising in favour of a Government Agency by operation of statute unless there is a default in payment of money secured by that charge or lien.

1.2 PPS Act

A reference to a term which is defined in the PPS Act has the meaning it has in the PPS Act.

1.3 Joint Venture Agreement terms

Words and expressions used in this document which are used or defined in the Joint Venture Agreement, and which are not defined in clause 1.1, have the meaning given in the Joint Venture Agreement.

2 Commencement and Consideration

(a) This document will take effect on and from the Effective Date.

(b) Each party enters into this document for valuable consideration from each other party (including the grant of each other party’s Security) and receipt of consideration is acknowledged.

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Corrs Chambers Westgarth

3 Securities

3.1 Creation of Securities

(a) For the purpose of better securing the rights of each Participant and the Manager to recover Secured Money, the Grantor, as beneficial owner, by this document grants security in and over all of its Secured Property in favour of each other Participant and the Manager, severally, subject to the terms of this document and the Joint Venture Agreement to secure the payment of the Secured Money.

(b) Each Security constitutes a separate and independent obligation of a Participant to each of the other Participants and the Manager.

(c) Where two or more parties comprise a Participant:

(i) a reference to the Participant includes each and any two or more of them; and

(ii) the obligations on the part of the Participant bind them jointly and severally.

3.2 Priority between Participants

As between each of the Participants, the Securities created under this document will rank pari passu irrespective of the date on which the financing statements in respect of the Securities were registered, the date on which respective amounts of Secured Money became due or the date on which each Participant became a party to this document.

3.3 Priority of Security Interests

(a) Each Participant represents and warrants to the Manager and each other Participant that, except for any Permitted Security Interest, as at the date of this document there subsists no Security Interest affecting any of the Secured Property.    

(b) Each Participant covenants with the Manager and each other Participant that it will not create or allow to exist any Security Interest, other than any Permitted Security Interest, over the whole or part of its Secured Property ranking in priority to, equally with or after the Securities, except:

(i) as permitted by clause 14 of the Joint Venture Agreement; or

(ii) any first ranking statutory Security Interests in respect of the whole or any part of it which apply notwithstanding any agreement to the contrary.

(c) Each Participant covenants with the Manager and each other Participant that any other Security Interests granted, entered into or incurred by it over the whole or any part of the Secured Property, other than any Permitted Security Interest, will acknowledge and provide for the priority of and be subject to the Securities.    

(d) The Participants agree that the priority between the various securities that GFA has provided to GOR is as follows:

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(i) first: the Securities;

(ii) second: the Royalty Security; and

(iii) third: the General Security.

3.4 Discharge

Subject to clause 14 of the Joint Venture Agreement, at the request of a Participant which is transferring the whole of its Interest (Withdrawing Participant), the Manager and each remaining Participant must release and discharge the Securities created by the Withdrawing Participant under this document if in the reasonable opinion of the Manager and each remaining Participant:

(a) all of the Secured Money has been paid;

(b) there are no amounts which will subsequently fall within the description of Secured Money; and

(c) no payment towards satisfaction of the Withdrawing Participant’s obligation to pay the Secured Money is likely to be void, voidable or refundable under any law (including any law relating to insolvency).

3.5 Account

(a) If a Default occurs, the Defaulting Participant must ensure that all proceeds (including all Sales Proceeds) or other money, in each case received by it in relation to its Interest, are paid into an account specified by the Non-Defaulting Participants.

(b) The Defaulting Participant must give notices and directions necessary or requested to ensure clause 3.5(a) is complied with.

(c) Failure by a Non-Defaulting Participant to require the Defaulting Participant to comply with this clause 3.5 will not constitute a waiver.

4 Nature of Security Interest

The Securities operate as:

(a) a PPS Security Interest in and over all Personal Property;

(b) a fixed charge over all Other Property comprised of or encompassed by the present and future interest of the Grantor, in, to, under or derived from:

(i) the Titles;

(ii) any freehold and leasehold lands, including the land the subject of the Titles and any licences and fixtures on it, which are held or acquired under the Joint Venture Agreement; and

(iii) any single item of plant, machinery or equipment the current new price of which exceeds A$1,000,000; and

(c) a floating charge over all its Other Property that is not subject to the fixed charge referred to in clause 4(b).

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Corrs Chambers Westgarth

5 Dealing with Secured Property

5.1 Dealing with Secured Property

Subject to this document:

(a) at all times whilst any Secured Property constitutes Circulating Property (including, for the avoidance of doubt, any Secured Property which has been restored to Circulating Property pursuant to clause 5.2(a)), the Grantor may hold, deal with and enjoy the Circulating Property in the ordinary course of its business and may receive and apply the profits and income from it in its business as contemplated in this document and the Joint Venture Agreement; and

(b) at all times whilst floating charges created by this document are operating as floating charges (including, for the avoidance of doubt, any floating charge which has been restored to a floating character pursuant to clause 5.2(a), the Grantor may hold, deal with and enjoy in the ordinary course of its business the Secured Property the subject of those floating charges, and may receive and apply the profits and income from it in its business as contemplated in this document and the Joint Venture Agreement.

5.2 Restoration of Circulating Property and floating charge

(a) If, by virtue of clause 8.1(a)(ii), any Personal Property ceases to be Circulating Property:

(i) the Manager, with the agreement of the Non-Defaulting Participants, may at any time by notice in writing to the Grantor and to the other Participants restore that Personal Property as Circulating Property; and

(ii) if the Secured Money is repaid in full by or on behalf of the Grantor or if all other reasons for that Personal Property ceasing to be Circulating Property have been remedied, then the Personal Property will be restored to being Circulating Property (and the Manager must notify the Grantor and the other Participants of it),

so that (in either case) that the relevant Personal Property specified in the notice is deemed to be Circulating Property and capable of being dealt with in accordance with clause 5.1(a) in respect of that property or those assets specified in the notice, subject to the further operation of clause 8.1.

(b) If, by virtue of clause 8.1(a)(iii), any floating charge created by this document comes to operate as a fixed charge:

(iii) the Manager, with the agreement of the Non-Defaulting Participant, may at any time by notice in writing to the Grantor and to the other Participants restore a floating character to that charge; and

(iv) if the Secured Money is repaid in full by or on behalf of the Grantor or if all other reasons for that charge becoming fixed have been remedied, then the floating character of the charge will

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Corrs Chambers Westgarth

automatically and immediately be restored (and the Manager must notify the Grantor and the other Participants of it),

so that (in either case) that charge again operates as a floating charge in respect of that property or those assets specified in the notice, subject to the further operation of clause 8.1.

6 Representations and warranties

Each Participant represents and warrants to each other Participant that:

(a) (status) it is a company limited by shares under the law of its jurisdiction of incorporation or registration;

(b) (power) it has full legal capacity and power to:

(i) own its property and to carry on its business; and

(ii) enter into this document and to exercise the rights and perform the obligations contemplated under this document; and

(c) (corporate authority) it has taken all corporate action that is necessary or desirable to render this document valid and binding on it.

7 Covenants and undertakings

7.1 Notification

A Participant must notify each other Participant in writing as soon as it becomes aware of any Security Interest being created or entered into in respect of its Secured Property.

7.2 Notification under Sales Contracts

The Grantor undertakes to notify promptly all purchasers under all Sales Contracts of the existence of the Securities and to do all things as may be required to perfect them and secure the priority specified in clause 3.3(d) under the laws of the jurisdiction in which the Sale Proceeds are payable.

7.3 Covenant to pay

Each Participant agrees with the other Participants that it will pay each part of the Secured Money in the manner provided in the Joint Venture Documents and, to the extent not otherwise provided, on demand.

8 Default

8.1 Enforcing Party’s Powers and consequences of enforcement

(a) Subject to this clause 8 and without limiting any of the remedies available to a party under the Joint Venture Agreement, upon the occurrence of a Default:

(i) the Securities created under this document by the Defaulting Participant will become immediately enforceable;

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(ii) the Grantor shall have no right to deal, for any purpose, with any of its Personal Property (including, for avoidance of doubt, any Circulating Property, which shall cease to be Circulating Property) other than by or through the Other Participant, Manager or any Receiver;

(iii) each Security Interest under this document which is a floating charge will automatically and immediately become a fixed charge; and

(iv) an Enforcing Party may exercise any or all of the powers, authorities and discretions provided in this document in respect of the Defaulting Participant including the powers of a Receiver set out in clause 9.3 and all other powers, authorities and discretions conferred on the Enforcing Party by law.

(b) As soon as it becomes aware of it, the Manager (or the other Participant, if the Manager is the Grantor) will notify the Grantor and the other Participants of the occurrence of any Default, or on any other Security Interest over the Secured Property being enforced and the Grantor shall have no right to deal, for any purpose, with any of its Secured Property other than by or through the other Participant, Manager or any Receiver.

(c) The exercise of any right set out in this clause 8 will not be restricted by reference to or inference from any other right.

8.2 Enforcement by Manager

(a) Subject to clause 8.2(b) and without prejudice to its ability to take action itself to enforce the Securities, each Grantor irrevocably appoints the Manager as its attorney to take action to enforce the Securities.

(b) Upon the occurrence of any Default, and until such Default has been rectified (and the Defaulting Participant has paid all amounts due but unpaid by it, under any Joint Venture Document) and without limiting the rights or powers of any Non-Defaulting Participant, the Manager:

(i) may, subject to clause 8.2(b)(ii), take action in its own name to:

(A) enforce the Securities created under this document by the Defaulting Participant; and

(B) exercise any of the Powers in respect of all of the Secured Property of the Defaulting Participant; and

(ii) must, in accordance with any direction given to it in writing by all of the Non-Defaulting Participants, take action to:

(A) enforce the Securities created under this document by the Defaulting Participant; and

(B) exercise any of the Powers in respect of all of the Secured Property of the Defaulting Participant,

provided that:

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(iii) the Manager must not take action in respect of the Secured Property of the Defaulting Participant (other than Secured Money owing to itself) to the extent that:

(A) it is given a direction in writing by all of the Non-Defaulting Participants to refrain from taking such action; or

(B) any Non-Defaulting Participant takes action in accordance with clause 8.2(c) to enforce the Securities created under this document by the Defaulting Participant.

(c) If the Manager has not acted within five Business Days after a direction is given by the Non-Defaulting Participants under clause 8.2(b)(ii), any Non-Defaulting Participant may, subject to clauses 9.9, 9.10 and 9.11 and so long as it is a Non-Defaulting Participant, enforce the Securities created under this document by the Defaulting Participant.

8.3 Assistance in realisation

After a Security has become enforceable in accordance with this clause 8, the Defaulting Participant in respect of that Security must take all action required by any Enforcing Party to assist it in the realisation of the Secured Property and the exercise of any Power (but subject always to the terms of the Joint Venture Agreement), including but not limited to:

(a) executing all transfers, conveyances, assignments and assurances of any of the Secured Property;

(b) performing or causing the performance of all things necessary or desirable under the law in force in any place where the Secured Property is situated to assist the Enforcing Party in the realisation of the Secured Property and the exercise of any Power; and

(c) giving all notices, orders, directions and consents which the Enforcing Party thinks expedient.

8.4 Stamp Duty on enforcement

Without limiting clause 8.3, the Defaulting Participant must pay all stamp duty in the nature of mortgage or security duty (if any) which becomes payable on the enforcement of the Securities and, if such duty is not paid by the Defaulting Participant when due, it will be deemed to be a cost of the enforcement of the Securities.

8.5 Protection of third parties

(a) A person dealing with an Enforcing Party is not bound to enquire whether the Securities have become enforceable, the Receiver (if appointed) is duly appointed or any Power has been properly or regularly exercised and is not affected by express or constructive notice that the exercise of any Power was unnecessary or improper.

(b) The irregular or improper exercise of any Power is, as regards the protection of any person dealing with the Enforcing Party, deemed to be authorised by the Defaulting Participant and this document, and is valid as far as the parties involved in that dealing are concerned.

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(c) The receipt of the Enforcing Party for any moneys paid by a person to the Enforcing Party is a sufficient discharge to that person without obliging that person to see to the application of that money.

9 Receiver

9.1 Appointment of Receiver

Subject to clause 9.2, and the terms of any Permitted Chargee’s Priority Deed (when in force), whilst the Securities are enforceable, the Non-Defaulting Participant or the Manager may do any of the following:

(a) appoint in writing any person or any two or more persons jointly, or severally, or jointly and severally, to be a Receiver of all or any of the Secured Property of the Defaulting Participant;

(b) remove any Receiver and on the removal, retirement or death of any Receiver, appoint another Receiver in the manner specified in clause 9.1(a); and

(c) fix the remuneration of any Receiver and direct payment of that remuneration and any costs, charges and expenses of the Receiver out of the proceeds of any realisation of the Secured Property of the Defaulting Participant.

9.2 Agency of Receiver

If a Receiver has been appointed in respect of a Defaulting Participant pursuant to this document, then the Receiver shall be deemed to be (and following the appointment of any liquidator or provisional liquidator of the Defaulting Participant, the Receiver will, to the maximum extent permitted by law, remain) the agent of the Defaulting Participant which shall be solely (and following the appointment of any liquidator or provisional liquidator of the Defaulting Participant, the Receiver will, to the maximum extent permitted by law, solely remain) responsible for the Receiver’s acts and defaults and for its remuneration. That Defaulting Participant may not deal, for any purpose, with the Secured Property or any asset forming part of the Secured Property to which the Receiver has been appointed, other than by or through the Receiver.

9.3 Powers of Receiver

Subject to and without limiting:

(a) any express exclusion by the terms of the Receiver’s appointment; and

(b) the Joint Venture Agreement,

the Receiver has, in addition to any powers conferred on the Receiver by law, without any consent of the Grantor and without being responsible to the Grantor for any loss, power to do all or any of the following:

(c) to improve the Secured Property;

(d) to manage, enter into possession or assume control of any of the Secured Property of the Defaulting Participant or relinquish such possession or control;

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(e) to receive and apply the proceeds of sale of the Defaulting Participant’s share of Product in satisfaction of the Defaulting Participant’s obligations under the Documents in the order prescribed in clause 10.3;

(f) to accept the surrender of or to determine, and to grant, vary or renew, any lease or licence in respect of the use or occupation of any of the Secured Property of the Defaulting Participant on such terms as the Receiver thinks fit, including in conjunction with the sale, lease or licence of any other property;

(g) to sell or concur in selling any of the Secured Property of the Defaulting Participant to any person:

(i) by auction, private treaty or tender;

(ii) on such terms as the Receiver thinks fit;

(iii) for cash or for a deferred payment of the purchase price, in whole or in part, with or without interest or security;

(iv) in conjunction with the sale of any other property;

(v) in one lot or in separate parcels; and

(vi) to buy in, and to rescind or vary any contract for sale, and resell without being responsible for loss, and to exercise any rights, powers or remedies of the Defaulting Participant under any contract of sale relating to its Secured Property and to execute those contracts, transfers, applications for transfer, assignments and assurances of all or any part of the Secured Property of the Defaulting Participant in the name and on behalf of the Defaulting Participant or otherwise, and to do all other acts and things for implementing and completing any sale that the Receiver deems necessary;

(h) to grant to any person an option to purchase, lease, hire or otherwise deal with any of the Secured Property of the Defaulting Participant;

(i) to acquire any interest in any property, in the name or on behalf of the Defaulting Participant, which on acquisition forms part of the Secured Property of the Defaulting Participant;

(j) to cause the Defaulting Participant to continue to be associated with the other parties under the Joint Venture Documents, to continue to be associated in the Joint Venture or concur in the continuance of the Joint Venture;

(k) to carry on or concur in carrying on any business of the Defaulting Participant in respect of the Secured Property;

(l) to raise or borrow any money, in its name or in the name or on behalf of the Defaulting Participant, from any person approved by the Enforcing Party in writing and to secure money so raised or borrowed by a Security Interest over any of the Secured Property of the Defaulting Participant

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ranking after the Securities created under this document by that Participant;

(m) to do anything to maintain, protect or improve any of the Secured Property of the Defaulting Participant;

(n) to have access to any of the Secured Property of the Defaulting Participant, the premises at which the business of the Defaulting Participant is conducted and any of the administrative services of the business of the Defaulting Participant;

(o) to insure any of the Secured Property of the Defaulting Participant;

(p) to make or accept any compromise or arrangement;

(q) to exchange with any person any of the Secured Property of the Defaulting Participant for any other property whether of equal value or not;

(r) to transfer any of the Secured Property of the Defaulting Participant to any person;

(s) to employ or discharge any person as an employee, contractor, agent, professional adviser or auctioneer for any of the purposes of this document;

(t) to delegate to any person any Power of the Receiver;

(u) to observe, perform, enforce, exercise, or refrain from exercising any right, power, authority, discretion or remedy of the Enforcing Party under, or otherwise obtain the benefit of, any document, agreement or right which attaches to or forms part of the Secured Property of the Defaulting Participant and of any document or agreement entered into in the exercise of any Power by the Receiver;

(v) to give effectual receipts for all moneys and other assets which may come into the hands of the Receiver;

(w) to commence, discontinue, prosecute, defend, settle or compromise in its name or in the name or on behalf of the Defaulting Participant, any proceedings including, but not limited to, proceedings in relation to any insurance in respect of any of the Secured Property of the Defaulting Participant;

(x) to make any debtor bankrupt, wind up any company, corporation or other entity and do all things in relation to any bankruptcy or winding up which the Receiver thinks necessary or desirable including, but not limited to, attending and voting at creditors’ meetings and appointing proxies for those meetings;

(y) to enter into and execute any deed, contract or instrument in the name of the Receiver or the name or on behalf of the Defaulting Participant for any of the purposes of this document;

(z) to exercise any voting rights or powers in respect of any part of the Secured Property of the Defaulting Participant;

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(aa) if any of the Secured Money is contingently owed, to invest, deposit or hold the Secured Property of the Defaulting Participant in a form or mode of investment for the time being as the Receiver thinks fit, with like power, to vary, or transpose, or reinvest the investments or deposits from time to time until such part of the Secured Money ceases to be contingent;

(bb) to do anything the Defaulting Participant could do in respect of its Secured Property; and

(cc) to do anything necessary or incidental to the exercise of any Power of the Receiver.

9.4 Nature of Receiver’s Powers

The Powers of the Receiver must be construed independently and none limits the generality of any other. Any dealing under any Power of the Receiver may be on the terms and conditions the Receiver in its absolute discretion thinks fit.

9.5 Status of Receiver after commencement of winding up

(a) The power to appoint a Receiver under clause 9.1 may be exercised even if at the time the Securities become enforceable under clause 8 or at the time when the Receiver is appointed, an order has been made or a resolution has been passed for the winding up of the Defaulting Participant.

(b) If for any reason, including but not limited to the operation of law, a Receiver appointed in the circumstances described in clause 9.5(a) or at any other time ceases to be the agent of the Defaulting Participant as a result of an order or a resolution passed for the winding up of the Defaulting Participant, the Receiver immediately becomes the agent of the Non-Defaulting Participants.

9.6 Notice of exercise of rights

An Enforcing Party is not required:

(a) to give notice of the Securities to any debtor or creditor of the Defaulting Participant or to any other person;

(b) to enforce payment of any money payable to the Defaulting Participant including but not limited to any of the debts or monetary liabilities charged under this document;

(c) to enforce or realise any of the Secured Property; or

(d) to obtain the consent of the Defaulting Participant to any exercise of a Power.

9.7 Power of sale

Despite anything else in this document, an Enforcing Party on enforcement may not sell, transfer, assign or otherwise dispose of all or any part of the Defaulting Participant’s Interest except in compliance with the provisions of clauses 14.3, 14.4 and 14.5 of the Joint Venture Agreement and all other provisions of the Joint Venture Agreement relevant to dispositions.

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9.8 Termination of receivership and possession

Any Non-Defaulting Participant which appoints a Receiver may at any time:

(a) terminate the appointment of a Receiver; and

(b) give up or cause the Receiver to give up possession of the Secured Property of the Defaulting Participant.

9.9 Information

(a) Each Non-Defaulting Participant must notify each other Non-Defaulting Participant immediately if it is aware that any Participant is a Defaulting Participant.    

(b) Each Non-Defaulting Participant agrees to notify each other Non-Defaulting Participant before it takes any action to enforce the Securities created under this document by the Defaulting Participant. However, if a Non-Defaulting Participant reasonably considers that any delay in taking the action would adversely affect the value of that Security or the Secured Property under that Security, the Non-Defaulting Participant agrees to notify the other Non-Defaulting Participants of the action taken as soon as reasonably practicable after taking the action.

(c) If a Non-Defaulting Participant notifies the other Non-Defaulting Participants that it intends to appoint a Receiver over the Secured Property under the Security created under this document by the Defaulting Participant and any other Non-Defaulting Participant advises that it also intends to do so in relation to the same Defaulting Participant, the Non-Defaulting Participants who intend to appoint a Receiver agree to consult in good faith to agree on the appointment of the same person as Receiver.

(d) If the Non-Defaulting Participants do not agree on a Receiver within three days after receipt of notice under clause 9.9(c), the Non-Defaulting Participants agree that the Non-Defaulting Participant to whom the largest amount of Secured Money is due and payable from the Defaulting Participant (Primary Chargee) may select the Receiver and the other Non-Defaulting Participants agree to appoint the same Receiver as the Primary Chargee appoints.

(e) Failure to comply with this clause 9.9 does not affect the entitlements of the Non-Defaulting Participants under this document.

9.10 Co-operation

If a Security created under this document becomes enforceable, then each Non-Defaulting Participant must, subject to clauses 9.8 and 9.9:

(a) co-operate with each other Non-Defaulting Participant in any enforcement of rights under this document; and

(b) consult with each other Non-Defaulting Participant in relation to:

(i) the appointment or termination of a Receiver over any or all of the Secured Property; and

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(ii) any other significant action in exercising rights as an Enforcing Party.

9.11 Exercise of powers

Each Non-Defaulting Participants agrees to use its best endeavours to exercise all rights and remedies under this document for the mutual benefit and advantage of all the Non-Defaulting Participants.

10 Application and receipt of moneys

10.1 Priority of payment

The proceeds realised as the result of the exercise of any Powers must be applied in the following order of priority:

(a) FIRST: in payment of all amounts which, to the extent required by law, have priority over the payments specified in the balance of this clause 10.1;

(a) SECOND: in payment of all costs (including legal costs on a solicitor own client basis), charges and expenses of the Enforcing Party incurred in or incidental to the exercise or performance or attempted exercise or performance of any Power or any power, right, authority, discretion or remedy conferred under the relevant Permitted Security Interest (as the case requires) or otherwise in relation to this document or that Permitted Security Interest (as the case requires);

(b) THIRD: in payment to the Receiver of his or her reasonable remuneration;

(c) FOURTH: in payment of any unpaid Called Sum together with all interest due on such amount then owing to the Manager which has not been paid by the Non-Defaulting Participants pursuant to the Joint Venture Agreement and any other Secured Money payable to the Manager;

(d) FIFTH: in payment to the Non-Defaulting Participants which have paid any amounts on behalf of the Defaulting Participant of the amounts to which they are entitled under the Joint Venture Agreement together with any interest due on such amount and any other Secured Money payable to the Non-Defaulting Participants in proportion to the amounts they have paid;

(e) SIXTH: in payment of any other Secured Money not covered by paragraphs (a) to (d) inclusive;

(f) SEVENTH: in payment, to the extent and only to the extent required by law, in order of their priority, of other Security Interests in respect of the Secured Property of which the Enforcing Party is aware and which are due and payable in accordance with their terms; and

(g) EIGHTH: in payment of any surplus (if any), without interest, to the Defaulting Participant and, having paid such surplus to the Defaulting

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Participant, the Enforcing Party is under no further liability to the Defaulting Participant in respect of that surplus.    

10.2 Rateable distribution

The distribution of the proceeds to a person entitled to such proceeds pursuant to clause 10.1 will for clauses 10.1(c), 10.1(d) and 10.1(e) and as between those having the same level of priority to receive a distribution, be made rateably in proportion to their respective claims, without preference as between those entitled to such distribution.

10.3 Order of priority

The order of priority set out in clause 10.1 must be followed for the net proceeds of sale of the Defaulting Participant’s Interest or share of the Joint Venture Assets and the net proceeds from disposal of the Secured Property.

10.4 Statement of Secured Money

A certificate signed by any officer of an Enforcing Party stating the amount of the Called Sums, interest and/or other amounts due and payable is prima facie evidence of those amounts as at the date stated in the certificate or failing that as at the date of the certificate.

10.5 Money Actually Received

In applying any money towards satisfaction of the Secured Money of a Defaulting Participant, the Defaulting Participant shall be credited only with so much of the money available for that purpose as is actually received by the person to whom the relevant part of the Secured Money is owed, such credit to date from the time of such receipt.

10.6 Conversion of currencies on Application

For the purposes of making an application under clause 10.1 any Enforcing Party may purchase one currency with another, whether or not through an intermediate currency, whether spot or forward, in such manner and at such time as it thinks fit.

11 Rescission of payment

Whenever for any reason (including under any law relating to the insolvency, official management, winding up, fiduciary obligations or the protection of creditors):

(a) all or part of any transaction of any nature (including any payment or transfer) made during the term of this document which affects or relates in any way to the Secured Money is void, set aside or voidable;

(b) any claim or allegation that all or part of any transaction referred to in clause 11(a) is void or voidable or should be set aside is upheld, conceded or compromised; or

(c) the Manager or the other Participants are required to return or repay any money or asset received by it under any transaction or the equivalent in value of that money or asset,

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the Manager or the other Participants (as relevant) will immediately become entitled against the Grantor to all rights in respect of the Secured Money and the Secured Property which it would have had if all or the relevant part of the transaction or receipt had not taken place. The Grantor will indemnify and keep indemnified the Manager and the Non-Defaulting Participant on demand from, against and in respect of any resulting loss, costs or expenses. This clause continues to apply after the discharge of this document.

12 Ancillary provisions

12.1 Continuing security

(a) Each Security is a continuing security for the whole of the Secured Money and is not limited to any transaction or other thing.

(b) Each Participant’s obligations and each Participant’s rights under this document will not be affected by anything which but for this clause 12.1 might abrogate, prejudice or limit them or the effectiveness of this document.

12.2 Principal obligations

Each Security is:

(a) a principal obligation and is not ancillary or collateral to any other Security Interest or other obligation however created; and

(b) independent of, and unaffected by, any other Security Interest or other obligation however created which any Participant may hold in respect of the Secured Money.

12.3 Registration and stamping

(a) The Grantor must:

(i) immediately duly register and file this document and duly file or record such notices or other documents (including a financing statement) relating to it in all jurisdictions in which they must be registered, filed or recorded in order to ensure the enforceability, validity and priority against all persons of this document and to perfect the Securities and to avoid that security becoming void (whether totally or against any particular person); and

(ii) pay or make provision satisfactory to the other Participants for the payment of any applicable stamp duty, registration or filing fees on the Securities.

(b) Each Participant must from time to time furnish to the other Participants all information as is appropriate or as may reasonably be requested by them in order to determine in which place or places registration or filing of this document or recording of other notices or documents relating to this document is necessary or desirable for the purposes specified in clause 12.3(a). The parties must cooperate to do and perfect all registrations, filings or recordings which are so necessary or desirable.

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12.4 Further assurances

The Grantor will take all steps and do everything that any of the Manager or the Other Participant reasonably considers necessary for the complete performance of its duties, responsibilities and obligations under this document and to perfect the security created under this document or to substitute by way of additional security (as appropriate) the Securities and the security created under this document, including, without limitation, the obtaining of any consent, authorisation, approval or exemption from any Government Agency.

12.5 Enforcing Party’s liabilities

(a) An Enforcing Party is not liable for any loss or damage, including but not limited to consequential loss or damage, arising directly or indirectly from:

(i) any exercise of any Power;

(ii) any omission or delay in the exercise or non-exercise of any Power; or

(iii) the neglect or default of any manager, officer, employee, agent, accountant, auctioneer or solicitor of the Defaulting Participant or Enforcing Party.

(b) Clause 12.5(a) does not apply to any loss or damage which arises from the fraud or Gross Negligence or Wilful Misconduct of the Enforcing Party or one or more of the Enforcing Party’s officers, employees or agents.

12.6 Indemnities

(a) Each Defaulting Participant indemnifies each Enforcing Party severally against all claims, actions, damages, losses, liabilities, costs, charges, expenses, outgoings or payments (collectively Claims) which the Enforcing Party pays, suffers, incurs or is liable for, in respect of the attempted exercise or exercise of any Power in accordance with this document in relation to that Defaulting Participant except insofar as any Claims arise out of the fraud or Gross Negligence or Wilful Misconduct of one or more of the Enforcing Party’s officers, employees or agents.

(b) Each indemnity in this document is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of this document. It is not necessary for a party to incur expense or make payment before enforcing an indemnity under this document.

13 General

13.1 Change of Manager

A provision of this document remaining to be performed or capable of having effect after a Manager ceases to be the Manager will, despite the change in Manager, remain in full force and effect.

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13.2 Confidential Information

The Enforcing Party, for the purpose of exercising any Power, may disclose to any person any Confidential Information provided that the person to whom the Confidential Information is disclosed agrees in writing not to disclose that information to any person.

13.3 PPS Act

(a) The parties agree to contract out of each provision of the PPS Act that sections 115(2) and 115(7) of the PPS Act permits them to contract out of, other than section 135 of the PPSA.

(b) The Grantor waives the right to receive any notice of a verification statement (as defined in the PPS Act) in respect of any PPS Security Interest granted under or in connection with this document or any transaction in connection with it and consents to the Other Participant effecting a registration on the PPSR.

(c) Each party must notify the other parties in writing at least 14 days before they change any of their details set out in the parties section of this document including their names or if they become a trustee of a trust, or a partner in a partnership that is not stated in that section.

(d) To the extent permitted by section 275 of the PPS Act, the parties agree to keep all information of the kind mentioned in section 275(1) of the PPS Act confidential and to not disclose that information to any other person except where disclosure is otherwise permitted or authorised under this document or the Joint Venture Agreement.

13.4 Performance by Enforcing Party of the Defaulting Participant’s obligations

If a Defaulting Participant defaults in fully and punctually performing any obligation contained or implied in this document, the Enforcing Party may, without prejudice to any Power, do all things necessary or desirable, in the opinion of the Enforcing Party, to make good or attempt to make good that default to the satisfaction of the Enforcing Party and all costs incurred in doing so will form part of the Secured Money.

13.5 Defaulting Participant to bear cost

Anything which must be done by the Defaulting Participant under this document, whether or not at the request of the Enforcing Party, must be done at the cost of the Defaulting Participant.

13.6 Governing law and jurisdiction

(a) This document is governed by and is to be construed in accordance with the laws applicable in Western Australia.

(b) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Western Australia and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.

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13.7 Severability

(a) Subject to clause 13.7(b), if a provision of this document is illegal or unenforceable in any relevant jurisdiction, it may be severed for the purposes of that jurisdiction without affecting the enforceability of:

(i) the other provisions of this document in that jurisdiction; or

(ii) this document, including that provision, in other jurisdictions.

(b) Clause 13.7(a) does not apply if severing the provision:

(i) materially alters the:

(A) scope and nature of this document; or

(B) the relative commercial or financial positions of the parties; or

(ii) would be contrary to public policy.

13.8 Waivers

(a) The waiver of a breach of this document or of any Power arising upon default under this document or upon the occurrence of a Default must be in writing and signed by the party granting the waiver.

(b) A breach of this document or the occurrence of a Default is not waived by any failure or delay in exercise, or partial exercise, of any Power.

(c) A Power created or arising upon default under this document or upon the occurrence of a Default is not waived by any failure or delay in the exercise, or a partial exercise, of that or any other Power.

13.9 Variation

No variation of this document is effective unless made by deed and signed by each party.

13.10 Exclusion of legislation

(a) The provisions implied in mortgages by any statute are for the purposes of this document negatived or varied only so far as they are inconsistent with the provisions of this document and are otherwise varied so as to become consistent with this document.

(b) Any statutory restrictions (other than mandatory restrictions) on any right of a Participant, a Receiver or an Attorney to lease or otherwise deal with the Secured Property do not apply to the rights of those persons under this document.

13.11 Powers cumulative

The Powers are cumulative and do not exclude any other rights, powers, authorities, discretions or remedies of the Enforcing Party.

13.12 Power of attorney

(a) Each Grantor for valuable consideration and by way of security irrevocably appoints each other Participant (other than a Defaulting Participant) and each of their respective directors and secretaries from

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time to time and any Receiver appointed in respect of that Participant jointly and each of them severally to be its attorney to do all things which that Grantor is obliged to do (but does not do) under or in relation to this document.

(b) The donor of each power of attorney granted pursuant to this document agrees to ratify and confirm all actions carried out under that power.

13.13 Counterparts

This document may consist of a number of counterparts and, if so, the counterparts taken together constitute one document.

13.14 Construction

Unless expressed to the contrary, in this document:

(a) words in the singular include the plural and vice versa;

(b) any gender includes the other genders;

(c) if a word or phrase is defined its other grammatical forms have corresponding meanings;

(d) ‘includes’ means includes without limitation;

(e) no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it; and

(f) a reference to:

(i) a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority;

(ii) a person includes the person’s legal personal representatives, successors, assigns and persons substituted by novation;

(iii) any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced;

(iv) an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation;

(v) a right includes a benefit, remedy, discretion or power;

(vi) time is to local time in Perth;

(vii) ‘$’ or ‘dollars’ is a reference to Australian currency;

(viii) this or any other document includes the document as novated, varied or replaced and despite any change in the identity of the parties;

(ix) writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes fax transmissions;

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(x) an obligation includes a warranty or representation, and a reference to a failure to observe or perform an obligation includes a breach of warranty or representation;

(xi) this document includes all schedules and annexures to it; and

(xii) a clause, schedule or annexure is a reference to a clause, schedule or annexure, as the case may be, of this document;

(g) provisions or terms of this document or another document, agreement, understanding or arrangement include a reference to both express and implied provisions and terms;

(h) a reference to anything (including any amount) is a reference to the whole or any part of it and a reference to a group of things or persons is a reference to any one or more of them;

(i) a reference to any authority, association or body (whether statutory or otherwise) will, if any such authority, association or body ceases to exist or is re-constituted, re-named or replaced or the powers or functions of such authority, association or body are transferred to any other authority, association or body, be deemed to refer respectively to the authority, association or body established or constituted in its place or which most closely succeeds to its powers or functions;

(j) if the date on or by which any act must be done under this document is not a Business Day, the act must be done on or by the next Business Day; and

(k) where time is to be calculated by reference to a day or event, that day or the day of that event is excluded.

13.15 Headings

Headings do not affect the interpretation of this document.

13.16 Deed

This document is a deed. Factors which might suggest otherwise are to be disregarded.

13.17 GST

Clause 20 of the Joint Venture Agreement applies to this document as if repeated in this document provided that a reference to ‘this document’ under the Joint Venture Agreement will be deemed to be a reference to this document.

13.18 Joint Venture Agreement

(a) This document is a Deed of Cross Security for the purposes of the Joint Venture Agreement and is a Joint Venture Document.

(b) To the extent that the Security created by this document relates to the Interest of a Grantor, enforcement of the Securities is subject to the Joint Venture Agreement and if there is any conflict between the provisions of this document and the Joint Venture Agreement, the terms of the Joint Venture Agreement will prevail.

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14 Assignment

14.1 Intended assignee

If the Grantor assigns its Interest (as defined in the Joint Venture Agreement) under the Joint Venture Agreement then the assigning party must also assign its interest under this document to the same person. The intended assignee must:

(a) execute and deliver to each of the Other Participant and the Manager a deed of covenant as contemplated in clause 14.10(a) of the Joint Venture Agreement; and

(b) execute and deliver a deed of charge as contemplated in clause 14.10(b) of the Joint Venture Agreement.

A party may not otherwise assign its rights and interests and powers under this document without the written consent of all other parties.

14.2 Perfecting Assignment

Each party must register, file, record and stamp (where applicable) all notices or documents required or permitted by law to perfect the assignment contemplated in clause 14.1 provided the reasonable costs of doing so are paid by the intended assignee.

15 Notices

All notices required to be given by or pursuant to this document must, unless otherwise provided in this document, be given in accordance with the notice provisions of the Joint Venture Agreement.

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Executed as a deed.

Signed, sealed and delivered by	)
Gold Road Resources Limited in	)
accordance with section 127 of the	)
Corporations Act by:	)

Company Secretary/Director	Director
Name of Company Secretary/Director (print)	Name of Director (print)

Signed, sealed and delivered by	)
Gruyere Mining Company Pty Ltd in	)
accordance with section 127 of the	)
Corporations Act by:	)

Company Secretary/Director	Director
Name of Company Secretary/Director (print)	Name of Director (print)

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Corrs Chambers Westgarth

Schedule 3

Accounting Procedure

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Schedule 3

Accounting Procedure

1 Definitions

In this schedule, the following terms will have the following meanings:
Current New Price	The price f.o.b. or f.o.r. the nearest reputable supply store or railway receiving point, where such Material is available at current replacement costs of the same kind of Material.
Exploration Manager	Has the meaning given in schedule 5.
Joint Venture Account	The account maintained in accordance with this document, showing the charges and credits accruing to the Participants.
Material	Includes personal property, equipment and supplies acquired or held for use for the Operations.
Payroll Costs	With respect to any employees of or secondees to the Manager, the Exploration Manager or any Affiliate of them, the aggregate of all costs, expenses and liabilities arising in connection with such employees or secondees, including without limitation the following:
	(a)	salaries and wages, including overtime and, to the extent they relate to the period after the Effective Date, bonuses and incentives;
	(b)	the cost of annual leave, sick leave, long service leave and other allowances;
	(c)	payroll tax and other governmental taxes, levies and charges;
	(d)	personal expenses, where these are payable or reimbursable;
	(e)	worker’s compensation insurance;
	(f)	the costs of providing employee benefits including:
		(i)	superannuation; and
		(ii)	employees’ group life insurance, hospital benefit, pension, retirement and other similar benefit plans.
	(g)	The costs referred to in paragraphs (b) and (e) may

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be calculated on a ‘when and as paid basis’ or by ‘percentage assessment’ on the amount of salaries and wages chargeable to the Joint Venture. If percentage assessment is used, the rate will be based on the Manager’s or the Exploration Manager’s, as applicable, actual costs.

2 Joint Venture Costs

2.1 Costs

The Joint Venture Account will be charged with all Costs, which will comprise all costs and expenses properly incurred by the Manager or, if exploration is delegated to GOR under clause 6.5(b) of this document, the Exploration Manager, in connection with Operations, including without limitation the following:

(a) Payroll Costs associated with employees of or secondees to the Manager or the Exploration Manager or any Affiliate of them engaged in Operations.

(b) Overhead Charges referred to in clause 6.12(d) of this document and item 3.11(d) of Schedule 5, but only to the extent permitted to be recovered under an Approved Budget.

(c) Costs and expenses, including sums paid to or on account of contractors, for or in connection with:

(i) trenching;

(ii) field surveying;

(iii) geophysics;

(iv) aerial mapping and photography;

(v) chartered aircraft (including helicopters);

(vi) drilling;

(vii) laboratory assaying (core);

(viii) laboratory geochemical (samples);

(ix) metallurgical testing;

(x) field mapping and investigations

(xi) studies and activities required to obtain an exploration or mining tenement; and

(xii) all other like activities or related activities carried out in the course of or in connection with Operations or in relation to Material, product or other property removed from the Titles.

(d) All costs and expenses associated with the maintenance of the Titles including but not limited to rents, rates, survey fees and exemption fees.

(e) All costs and expenses associated with obtaining, complying with the provisions of and renewing all Government Authorisations required for Operations.

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(f) All costs and expenses associated with complying with the provisions of all agreements entered into in connection with the Operations, including the Regional Co-operation Arrangement.

(g) All costs and expenses of and in relation to scoping and feasibility studies which are part of an Approved Budget.

(h) All costs (installation and removal cost, operating cost and maintenance cost) of the constructing, acquiring, hiring or leasing of land, personal property, infrastructure, dams, buildings, workshops, store rooms, equipment, machinery and vehicles for use in connection with the Operations, including the Project Facilities.

(i) All costs of maintaining, repairing and replacing any Project Facilities or other plant, equipment or tool as may be necessary or desirable so that Operations may be safely, efficiently and lawfully conducted at all times.

(j) All costs of establishing and maintaining temporary and permanent offices and on-site construction offices as may be required for or in connection with Operations including office supplies, power, telephone, facsimiles, computer, cleaning and other office operating costs.

(k) The cost of all services and utilities, expendable materials and spares and other facilities.

(l) Costs and expenses, including sums paid to or on account of contractors, for or in connection with:

(i) mine planning;

(ii) site preparation;

(iii) shaft sinking;

(iv) overburden removal and handling;

(v) opencut or underground development;

(vi) mining;

(vii) processing;

(viii) underground drilling;

(ix) cross cutting and drifting;

(x) services;

(xi) contractors administration;

(xii) catering and cleaning; and

(xiii) any other like activities or related activities carried out in the course of or in connection with Operations.

(m) Costs associated with the transport and handling of Product up to the Delivery Point, including:

(i) all costs under any contracts with relevant infrastructure and service providers;

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(ii) Product stockpiling, handling and loading costs;

(iii) all costs associated with any necessary Product quality sampling, sample preparation and analysis; and

(iv) all costs associated with any necessary Product quantity assessment.

(n) Freight paid for in connection with Operations.

(o) Travelling expenses of employees and contract personnel when travelling in connection with Operations. When such travelling expenses also relate to other activities carried out, such expenses will, with respect to journeys common to both Operations and the other activities, be apportioned in proportion to the time spent on Operations and the other activities.

(p) The cost and expenses of transportation of personnel and effects to and from points of residence and the Titles.

(q) Handling charges in relation to equipment, supplies, plant and machinery, including loading and unloading costs and expenses.

(r) Excise, customs and other taxes, duties, levies, royalties (if any), imposts, deductions and other charges of any nature (including agency fees but excluding income taxes) payable on or in respect of Product derived from the Titles or goods purchased for or in connection with Operations, other than GST which can be claimed by way of an input tax credit by the Manager, the Exploration Manager or the Participants, and is actually claimed and received.

(s) First aid and safety costs and expenses incurred for or in connection with Operations.

(t) All insurance premiums for cover obtained or maintained in relation to Operations or Joint Venture Assets.

(u) Legal, audit and consulting fees expended for or in connection with Operations including negotiation on Native Title Claims and Native Title Rights.

(v) Save and except to the extent (if any) that the same are recovered under any insurances carried by the Manager or the Exploration Manager, all costs and expenses reasonably incurred in or in relation to the replacement or repair of damage or loss incurred by fire, flood, storm, theft, accident or any other causes not controllable by the Manager or the Exploration Manager, as applicable, through the exercise of reasonable diligence. The Manager or the Exploration Manager, as applicable, must furnish the Participants with written notice of loss or damage howsoever caused as soon as practicable after the Manager or the Exploration Manager, as applicable, has become aware of the loss or damage.

(w) The costs of investigating actual or threatened litigation or claims by or against the Manager or a Participant affecting or relating to Operations or Joint Venture Assets.

(x) The costs of handling and settling litigation undertaken by the Manager in accordance with this document.

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(y) Shut-down costs, subsidence remediation costs and Rehabilitation and Mine Closure costs.

(z) The cost of bonds or securities provided to any Government authority.

(aa) All claims and liabilities to third parties arising out of the activities of the Joint Venture.

(bb) Royalties to government in respect of minerals and production.

(cc) Royalties to third parties, but excluding royalties created by a party over its share of Minerals or production which are not common to all Participants.

(dd) All other costs and expenses not otherwise mentioned in this Schedule which are necessary for the proper conduct of the activities contemplated by this document.

2.2 Payroll Costs for Manager’s employees

(a) Where employees of or secondees to the Manager, the Exploration Manager or any Affiliate of them are employed specifically for the purpose of Operations, then, subject to clause 6.8(b) of this document, all of their Payroll Costs will be charged as Costs.

(b) Where employees of or secondees to the Manager, the Exploration Manager or any Affiliate of them are working full-time on Operations, then subject to clause 6.8(b of this document, all of their Payroll Costs will be recovered as Costs.

(c) Where employees of or secondees to the Manager, the Exploration Manager or any Affiliate of them are working part-time on Operations and part-time on other activities, then, subject to clause 6.8(b of this document, a fair and reasonable proportion of their Payroll Costs will be recovered as Costs, based on the proportion of their time spent in connection with Operations compared with the proportion of their time spent in connection with other activities.

3 Credits

Subject to the terms of this document, the Manager must credit the Joint Venture Account with all credits received on account of the Joint Venture including, without limitation, the following credits:

(a) any credits received by the Manager which is referable to Joint Venture Assets, including income received from the sale of Joint Venture Assets;

(b) the proceeds of any insurance or claim in connection with Joint Venture Assets or Operations collected by the Manager; and

(c) any other income received which is to be retained separately by the Manager and paid to each Participant, (pro rata in the proportion to its Interest) at the end of each Month.

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4 Materials charged to Joint Venture Account

4.1 Purchases

Imported and locally produced Material purchased, and all services procured, for the Operations by or for the Manager or the Exploration Manager (including Materials purchased for warehouse stock) must be charged at the price paid, after deduction of all discounts actually received. The cost of such Materials must include, if appropriate, insurance costs, handling and transportation costs to warehouse, customs fees and duties and like expenses chargeable against the Materials, and external purchasing, shipping and forwarding service fees.

4.2 Material purchased directly for Operations

The cost of Materials purchased directly for Operations which do not pass through a Joint Venture warehouse may include handling, transportation and insurance costs to the site of installation and use.

4.3 Material purchased from a party or an Affiliate

Any Material which is produced, processed, manufactured or controlled by a party or an Affiliate of a party may be purchased from such party or Affiliate and if so purchased such purchase shall be on “arm’s length” commercial terms including any trade and/or cash discounts normally granted to Third Party purchasers and shall further be competitive with other sources of supply that may be available provided that no such purchase shall be made by the Manager or the Exploration Manager from a party or an Affiliate other than as authorised under this document.

4.4 Material furnished by the Manager or Participant

Material required for Operations must be purchased for direct charge to the Joint Venture Account whenever practicable, except that a party or an Affiliate of a party may furnish Material to the Joint Venture from its own stocks on rates and terms approved by the Management Committee under the following conditions:

(a) New Material

New Material (Condition A) transferred from the party’s warehouse or other properties to the Manager must be priced on an “arm’s length” basis less trade and/or cash discounts normally granted to Third Party purchasers and must be competitive with other sources of supply that may be available.

(b) Used Material

(i) Used Material which is in sound and serviceable condition and is suitable for re-use without reconditioning must be classed as Condition B Material and priced at 75% of Current New Price.

(ii) Used Material which cannot be classified as Condition B but which after reconditioning will be further serviceable for original function as good second-hand Material is to be classified as Condition B Material.

(iii) Used Material which is serviceable for original function but substantially not suitable for reconditioning, must be classified as Condition C Material and priced at 50% of Current New Price.

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(c) Bad Order Material

Bad order Material (Condition D), being Material not further useable for its original function but which may be used for possible other service, must be graded and priced as to condition of the material normally used for such other purpose.

There may also be cases where some items of Material, due to their unusual condition, may be fairly and equitably priced by the Manager, subject to approval of all Participants.

(d) Material Furnished by the Manager or Participant When Not Readily Available

When Material and/or supplies are not readily available from reputable supply sources due to scarcity, national emergency or governmental regulations, the Manager or a Participant may furnish such from its stock or properties at its nearest available supply and charge the Manager’s or Participant’s, as applicable, full cost or replacement costs, as circumstances may require, of those Materials or supplies to the Joint Venture Account, including without limitation, purchase price, procurement, warehouse, handling, transportation and all other costs incurred in connection therewith up to the time of delivery to the Project Area.

4.5 Warranty of Material Furnished by a Manager or Participants

To the extent permitted by Law, the Manager or Participant supplying the Material, does not give any warranty as to the merchantable quality or fitness for purpose of the Material furnished, but the Participants are entitled to the benefit of the dealer’s or manufacturer’s guarantee or warranty. In case of defective Material, credit shall not be passed until an adjustment has been received by the Manager or Participant supplying the Material from the manufacturers or their agents.

4.6 Use or hire of Manager’s or Participant’s equipment

Where exclusively owned equipment and facilities of the Manager or a Participant or any Affiliate of any of them are used by or hired to the Joint Venture, the cost of use or hire, including depreciation, licensing, insurance and repairs (but not routine maintenance nor fuel, each of which is to be separately charged to the Joint Venture) will be Costs provided that such cost of use or hire are no more than the usual commercial rental rate for such items in the area in which they are being used, less any trade and/or cash discount normally granted to third parties. The cost and capability of such equipment and facilities must be competitive with other sources of comparable equipment and facilities that may be available.

4.7 Minimisation of Surplus Materials

So far as it is reasonable, practical and consistent with efficient and economical operations, the Manager and, if exploration is delegated to GOR under clause 6.5(b) of this document, the Exploration Manager, must purchase or otherwise acquire as Joint Venture Assets only such Material as is required for immediate or controlled forward use and the Manager must use its best endeavours to avoid the accumulation of surplus stocks.

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Schedule 4

Special Majority Decisions

Any of the following matters and things may be done, decided or authorised by the Management Committee, but only by Special Majority Decision:

(a) Approval of a proposed LOM Business Plan and Proposed Budget or, subject to clauses 8.8(d) and 9.3(c), any variation to an approved LOM Business Plan or Approved Budget.

(b) An increase in the frequency of requests for Cash Calls to be made by the Manager from what is provided for in clause 9.3 other than in the case of emergencies as contemplated in clause 9.8.

(c) Expansion of the area of the Operations beyond the Development Area.

(d) The processing of Minerals other than Product at any JV Treatment Plant unless proposed under the Regional Arrangement.

(e) A sale, lease or exchange of all or substantially all of the Joint Venture Assets or merger or consolidation of any of the Project Facilities or the Operations with any other business or entity.

(f) The disposition or surrender or relinquishment of a Title other than as required by the Act or terms and conditions of the Title.

(g) The disposal or sale of any Project Facilities referred to in clause 6.1(b)(xii) or other Joint Venture Assets, the written down book value of which exceeds $7 million.

(h) Abandoning any material part of the Operations

(i) Placing the Operations on “care and maintenance”.

(j) Suspending the Operations for 3 months or more, other than due to Force Majeure.

(k) The appointment of the Manager or any successor Manager.

(l) Changing the Manager’s remuneration.

(m) Determining the Overhead Charge recoverable by the Manager.

(n) Determining that a subcommittee decision made under clause 4.16 should be binding on the Manager and the Participants.

(o) The selection of a new Auditor.

(p) The selection of any Key Personnel (or equivalent position) for employment by the Manager.

(q) Any change to the Accounting Procedure.

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(r) The making of any press release or other public disclosure, containing any commercially or strategically material matters, other than where disclosure is permitted in accordance with the provisions of this document.

(s) The Manager taking forward cover for, or hedging, foreign currency obligations or pre-paying or taking any other appropriate action to avoid currency losses, in each case in relation to Operations.

(t) Any of the following actions by the Manager:

(i) borrowing of money;

(ii) entering into any financing arrangement or any commitment with respect to financial derivatives; or

(iii) any leasing or finance leasing of assets.

(u) Granting by the Manager of any Security Interest over any or all or substantially all of the Joint Venture Assets other than Permitted Security Interests or as otherwise permitted by this document.

(v) The initiation, defence, compromise or settlement of any court or arbitration proceedings affecting or relating to the Operations or Joint Venture Assets where the total claim amount is reasonably estimated by the Manager to exceed $7,000,000 (provided that the Manager may initiate or defend a court or arbitration proceeding affecting or relating to the Operations or Joint Venture Assets if it reasonably decides that it must take immediate action in order to protect the rights of the Participants).

(w) The approval of any Closure Plan prior to submission to any Government Agency.

(x) Any material delay of expenditure of more than 25% in relation to an Approved Budget.

(y) Approval of the terms and conditions of all contracts where there is a multi-year expenditure commitment of at least $7,000,000 (annualised), whether by reason of minimum expenditure, take or pay, termination fees or inability to terminate the contract without a claim for damages or otherwise between the Manager and any Third Party.

(z) Approval of the terms and conditions of all contracts where the expected expenditure is worth more than $1,000,000 (annualised if applicable) between the Manager and an Affiliate or the Manager and a Participant or its Affiliate.

(aa) The ratification of expenditure outside of the authority of the Manager.

(bb) The entering into of any contracts for the supply of gas or electricity, where the electricity is partially or fully generated by gas.

(cc) The entering into of any contracts for the transportation of gas.

(dd) Use by a Participant of any of the Joint Venture Assets other than as allowed under this document.

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(ee) Entry into any agreement with Native Title parties regarding native title or aboriginal heritage matters or any material amendment, variation, consent or waiver to the terms of a native title agreement or heritage agreement made in relation to the Titles or the Operations.

(ff) Any other matter which the Management Committee may from time to time, by Special Majority Decision, resolve shall only be done or authorised by such a vote and any other matter which is expressed under this document to require a Special Majority Decision.

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Schedule 5

Exploration Works

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Schedule 5

Exploration Works

1 Definitions

Exploration means searching for, discovery and delineation of commercial Mineral deposits within the Exploration Area and the evaluation of such deposits, including prospecting, surface mapping, sampling, aerial mapping and reconnaissance, drilling, trenching and related field work, geophysical and geochemical testing, core sampling, assaying, exploration declines, test mining, analysis and evaluation of activities undertaken and results obtained, conducting scoping and pre-feasibility studies, preparing scoping and pre-feasibility study reports, and planning, supervising and administrating all activities undertaken, but does not include mine development or mining operations.

Exploration Costs: All expenditure and liabilities incurred by the Exploration Manager in accordance with this document in carrying out the Exploration Works and includes:

(a) all expenditure expressed to be part of ‘Costs’ in this document which is incurred by the Exploration Manager in connection with the Exploration Works; and

(b) all expenditure and liabilities incurred by the Exploration Manager in accordance with this document including those set out in schedule 4.

Exploration Manager has the meaning given in item 2.1(a) of this schedule 5.

Exploration Records and Accounts has the meaning given in item 6.1 of this schedule 5.

Exploration Works means the Operations relating to Exploration to be conducted in the Exploration Area.

2 Delegation

2.1 Delegation to Exploration Manager

(a) The Manager delegates the role of Exploration Manager (which comprises the Manager’s duties and functions as Manager in respect to Exploration Works) to GOR.

(b) GOR accepts the delegation to perform the Exploration Works in accordance with the applicable EA Exploration Plan, Approved EA Budget and the terms and conditions in this Schedule.

(c) The Exploration Manager must not do or fail to do anything in relation to the Exploration Works that would put the Manager in breach of any of its obligations under this document.

(d) The Manager is entitled to access and inspect the Exploration Area, the Exploration Works and the Exploration Records and Accounts at any time on reasonable notice to the Exploration Manager for the purpose of enabling the Manager to comply with the

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Manager’s obligations under this document and ensuring compliance by the Exploration Manager with its obligations under this document.

(e) The term of the delegation to act as Exploration Manager continues until the earlier of:

(i) the Joint Venture Agreement is terminated for any reason;

(ii) the Exploration Manager or its Affiliate ceases to be a Participant;

(iii) the Exploration Manager gives not less than 180 days written notice of its resignation;

(iv) GOR’s rights under this schedule 5 cease in accordance with clause 18.8 of this document;

(v) the date the Exploration Manager’s appointment is terminated in accordance with item 2.2;

(vi) the Exploration Manager defaults in some material respect in the due performance and observance of any of its obligations as Exploration Manager under this document and such default is not remedied, or the Exploration Manager does not devise and implement with all diligence a cure plan, within a reasonable period determined by the Participants (acting reasonably) being at least 90 days after the Exploration Manager receives a notice in writing from the Manager or any Participant requiring such default to be rectified; and

(vii) an Event of Default occurs with respect to any Participant which is the Exploration Manager or which is an Affiliate of the Exploration Manager and the Event of Default has not been remedied and the Non-Defaulting Participants resolve by Special Majority Decision to require the Exploration Manager to resign.

(f) Upon the cessation of the term of the delegation, the Manager will resume responsibility for the Exploration Works.

(g) For the avoidance of doubt, where a resolution is put to the Management Committee to require the Exploration Manager’s resignation under item 2.1(e)(vii), a Participant who is the Exploration Manager or an Affiliate of the Exploration Manager will not be entitled to vote in relation to that resolution.

2.2 Manager may resume exploration if not satisfied

(a) The Manager may terminate GOR’s appointment as Exploration Manager in accordance with this item 2.2.

(b) The Manager may, if it is not satisfied (acting reasonably) with the Exploration Manager’s performance of the Exploration Works, issue a notice to the Exploration Manager, intending to resume responsibility for the Exploration Works.

(c) Within 5 Business Days of receiving a notice under item 2.2(b), the Manager and Exploration Manager must meet and use reasonable endeavours to reach agreement on the manner in which the performance of the Exploration Manager can be improved to the reasonable satisfaction of the Manager. If the parties cannot reach agreement on that

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within 20 Business Days from the date of the notice then either party may refer the matter to the Senior Executives in accordance with clause 22.4 of this document.

(d) If the matter is not resolved to the reasonable satisfaction of the Manager by the Senior Executives then GOR’s appointment may be terminated upon notice from the Manager.

(e) If the matter is resolved under this clause or by the Senior Executives but within 6 months the Manager issues another notice under item 2.2(b) for the same or a similar issue then GOR’s appointment may be terminated upon notice from the Manager.

2.3 Delivery of property on change of Exploration Manager

As soon as reasonably practicable after the effective date of the cessation of the term of the delegation under item 2.1(e), the Exploration Manager will:

(a) deliver to the Manager:

(i) all Joint Venture Assets in its possession or under its control which are held in its capacity as Exploration Manager;

(ii) transfer title to any Joint Venture Assets which are held in its capacity as Exploration Manager to the Manager;

(iii) any Exploration Records and Accounts in its possession or under its control;

(iv) the results of all work undertaken by or for the Exploration Manager for the purposes of the Joint Venture, including all Mining Information and the results of any tests undertaken by or for the Exploration Manager; and

(v) all exploration and other reports or studies prepared by or for the Exploration Manager;

(b) deliver documents signed by the Exploration Manager regarding the novation or assignment of the rights and liabilities of the Exploration Manager under any contract entered into in its capacity as Exploration Manager to the Manager which is expressed to take effect on and from the termination of the delegation, and where the novation or assignment of such a contract has not occurred by the date of termination of the delegation, the Manager and the Exploration Manager must each continue to use all reasonable endeavours to procure the novation or assignment of the contract as soon as reasonably practicable;

(c) use reasonable endeavours, to the maximum extent legally permissible, to transfer any Government Authorisations which relate solely to the Exploration Works that can be transferred and in respect of any Government Authorisations which do not relate solely to the Exploration Works or which cannot be transferred by the Exploration Manager to the Manager, it must do all things reasonably necessary to assist the successor in applying for new Government Authorisations, and if requested by the Manager, terminate, surrender or cancel those Government Authorisations (if they relate solely to the Exploration Works) once the Manager has obtained the relevant Government Authorisation or to enable the Manager to apply for a replacement authorisation; and

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(d) provide reasonable assistance to the Manager as requested, for up to 90 days and on a cost reimbursement basis, to allow the management, supervision and conduct of Exploration Works to continue without interruption or adverse effect and to facilitate the orderly transfer of responsibility for and conduct of the Exploration Works to the Manager.

2.4 Costs on resumption by Manager

(a) Upon resumption of Exploration Works by the Manager in accordance with item 2.1(f), the Exploration Manager is entitled to be reimbursed for all reasonable unavoidable, pre-committed or existing costs of the Exploration Manager, including costs of contractors engaged by Exploration Manager in connection with the Exploration Works, incurred after the date of resumption.

(b) Where the Manager has resumed Exploration Works under items 2.1(d) or 2.1(e), the Exploration Manager is, subject to item 2.4(c), also entitled to be reimbursed for such proportion of all reasonable redundancy costs of any employees of the Exploration Manager which are made redundant as a result of the termination of the Exploration Manager’s engagement to manage the Exploration Works as equates to the proportion of the time those employees have spent engaged on the Exploration Works under this document compared to their other duties and prior service to the Exploration Manager.

(c) Prior to making any employees referred to in item 2.4(b) redundant the Exploration Manager will consult with the Manager and, where requested by the Manager, allow the Manager to make offers of employment to those employees and use reasonable endeavours to encourage those employees to accept those offers including by allowing the Manager reasonable access to the employees for the purposes of encouraging acceptance of an offer of employment by the Manager.

(d) For the avoidance of doubt, any costs of the Exploration Manager which are to be reimbursed in accordance with item 2.4 will be Costs for the purposes of this document.

2.5 Exploration Program and Budget

(a) The Exploration Manager must provide to the Manager a draft EA Exploration Plan and Proposed EA Budget in accordance with clause 8.3(b) of this document.

(b) The Exploration Manager will implement and manage the Exploration Works under the EA Exploration Plan and Approved EA Budget in accordance with this schedule 5 and the parties are bound by this schedule 5 in respect to the carrying out of the Exploration Works.

3 Duties of Exploration Manager

3.1 Conduct of Operations

(a) Subject to the terms and conditions of this document, and to such instructions as it may from time to time receive from the Manager or the Management Committee in accordance with this document, the Exploration Manager will, and is empowered to exercise all powers necessary to:

(i) manage, supervise and conduct Exploration Works as delegate of the Manager on behalf of, and as agent for, the Participants; and

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(ii) implement the EA Exploration Plan and Approved EA Budget and discharge its powers and duties under this document in accordance with the EA Exploration Plan and the Approved EA Budget.

(b) Without limiting the generality of the foregoing, the Exploration Manager will:

(i) comply with all Laws applicable to the Exploration Works, including Laws pertaining to safety and environmental protection;

(ii) comply with any decision or instruction of the Management Committee or the Manager made or given in accordance with this document;

(iii) not do anything to compromise the good standing of the Titles;

(iv) maintain the Joint Venture Assets and any other plant, equipment or tools used for the Exploration Works which are within the custody and control of the Exploration Manager in good working order;

(v) replace any plant, equipment or tool as the Exploration Manager determines as necessary or desirable so that Exploration Works may be safely, efficiently and lawfully conducted at all times;

(vi) with the approval of the Manager, sell or otherwise dispose of any plant, equipment, tools or supplies that may be worn out, surplus or no longer required for Exploration Works.

(vii) ensure that health, safety and environmental management systems are developed, implemented and maintained in respect of the Exploration Works to the satisfaction of the Manager;

(viii) endeavour to ensure that contractors engaged for the Exploration Works develop, implement and maintain health, safety and environmental management systems to standards that comply with health, safety and environment plans approved by the Manager;

(ix) in the case of any emergency or accident in respect of the Exploration Works, take such action as the Exploration Manager considers is necessary or advisable for the protection of life or the Joint Venture Assets, provided that, where practicable, it has first consulted with the Manager;

(x) subject to item 3.9, after consultation with the Manager, acquire all materials, supplies, machinery, equipment and services necessary for the conduct of Exploration Works;

(xi) after consultation with the Manager, engage (which may be by secondment), dismiss, supervise and control all management, technical and labour personnel necessary for the performance of its obligations in relation to the Exploration Works including determining the terms and conditions of such engagement and conducting all industrial relations in relation to them;

(xii) notify the Manager as soon as practicable after becoming aware of any event or circumstance of which it is aware which is likely to result in:

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(A) litigation, arbitration or similar proceedings;

(B) a material breach of any licence, authority, approval, direction, instrument or other similar matter;

(C) a material breach of any applicable legal requirement; or

(D) Force Majeure;

(xiii) keep the Manager fully informed on all current material matters and developments arising out of the Exploration Works;

(xiv) generally do all such acts and things as may be reasonably necessary or desirable for the efficient conduct of Exploration Works or to enable the Manager to comply with its obligations under this document in connection with the Exploration Works.

(c) The Manager and the Exploration Manager will consult regularly and work collaboratively in relation to:

(i) the co-ordination of the Exploration Works and the other Operations so as to minimise any potential conflicts or interference to Operations which may be created by the Exploration Works;

(ii) the exercise of the responsibilities and duties in item 3.1(c) which apply across the Project Area and not solely on the Exploration Area; and

(iii) negotiating and effecting insurances required for Exploration Area which are also required for the whole Project Area,

and where reasonably practicable will seek to ensure consistency of systems and procedures adopted by the Manager and the Exploration Manager.

(d) Subject always to this document, the Exploration Manager has the power to enter into agreements and bind the Participants in the exercise of its duties in accordance with this document.

3.2 Urgent action

(a) Subject to item 3.2(c), the Exploration Manager has the right to take any urgent or emergency action as, in its judgement, is necessary to preserve property, avoid, mitigate or prevent material risk of harm or damage to persons, property or the environment and to ensure the Manager and the Participants comply with their respective contractual and legal obligations in relation to the Exploration Works.

(b) The Exploration Manager must promptly notify the Manager and the Participants as and when any costs of the nature referred to in item 3.2(a) above are incurred.

(c) To the extent that time permits, the Exploration Manager must use reasonable endeavours to:

(i) seek the approval of the Manager as otherwise required of it under this document; or

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(ii) consult with the Manager,

as soon as reasonably practicable after becoming aware of the need to take urgent action.

3.3 Funding of Exploration Manager

The performance by the Exploration Manager of its duties under this schedule will be subject to it receiving sufficient funds from the Manager in accordance with this document.

3.4 Proper practices in Exploration Works

The Exploration Manager will perform the Exploration Works and all of its duties as Exploration Manager under this document in a good, safe, workmanlike and commercially reasonable manner in accordance with the Good Australian Mining Practice.

3.5 Status of the Exploration Manager

(a) The Exploration Manager will report to and be subject to the general supervision and direction of the Manager.    

(b) Subject to that supervision, and to the terms of this document, the Exploration Manager will have the authority, discretions and powers of an independent contractor in its management, supervision and conduct of Exploration Works.

(c) The Exploration Manager may perform its obligations under this document itself or through such agents or independent contractors as it may decide. However, the use of an agent or contractor by the Exploration Manager in the performance of any of the duties of the Exploration Manager will not relieve the Exploration Manager of responsibility to the Manager for those duties.

3.6 No delegation

The Exploration Manager may not delegate any of its rights and obligations as Exploration Manager. This restriction does not prevent the engagement of contractors or consultants as considered reasonably necessary by the Exploration Manager provided that the Exploration Manager remains liable for the acts or omissions of its contractors or consultants as if they were acts or omissions of the Exploration Manager.

3.7 Exploration Manager’s custody of Joint Venture Assets

(a) Subject to the provisions of this document, the Exploration Manager will have the custody and control of the Joint Venture Assets used solely for Exploration Works.

(b) The Exploration Manager will hold any such Joint Venture Asset which stands in its name as agent for the Participants in proportion to their respective Interests.

(c) Except:

(i) where permitted by this document;

(ii) with the prior approval of the Manager; or

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(iii) in the case of Permitted Security Interests,

the Exploration Manager must not mortgage, pledge, charge, encumber, sub-lease or otherwise dispose of or create any lien over or trust in respect of (or purport or attempt to do so) the Joint Venture Assets or any other real or personal property or money in which any Participant has an interest.

3.8 Contracts with Affiliates of the Exploration Manager

The Exploration Manager agrees that:

(a) any agreements which are entered into by the Exploration Manager in the performance of its duties under this document with any of its Affiliates will be on normal ‘arm’s length’ commercial terms consistent with the provisions of this clause;

(b) the terms of such agreements will be no less commercially reasonable in the particular circumstances of such agreements than would have been the case had such agreements been entered into with third parties which are not Affiliates of the Exploration Manager; and

(c) any such agreements will be submitted to the Manager for approval.

3.9 Contracts with third parties

(a) Unless otherwise decided by the Manager, all contracts or other arrangements with Third Parties entered into by the Exploration Manager for the purposes of or in the course of Exploration Works will be entered into by the Exploration Manager as agent for the Participants with the result that:

(i) wherever possible, using the Exploration Manager’s reasonable endeavours, the Participants will be severally liable under such contracts and arrangements as principals in proportion to their respective Interests, and not jointly or jointly and severally liable; and

(ii) in the event of any breach or default on the part of the Third Party under such contracts and arrangements, proceedings may be brought against such Third Party to recover each Participant’s loss.

(b) Where, despite the Exploration Manager’s reasonable endeavours under item 3.9(a)(i) of this schedule 5, the Participants are or become jointly or jointly and severally liable under a contract or other arrangement with a Third Party, the Participants agree that as between themselves, all liabilities under or in respect of any such contract will be borne by the Participants in proportion to their respective Interests, notwithstanding the terms of the contract.

(c) The Exploration Manager must not enter into any contract requiring approval by the Management Committee under this documents (whether by Ordinary Resolution or a Special Majority Decision), unless the contract has first been approved by the Manager. The Manager will promptly seek any approvals required from the Management Committee and advise the Exploration Manager of any approval promptly after it is obtained.

(d) The Exploration Manager must, upon a request by the Manager or any Participant, disclose to the Manager and the Participants details and, if requested, copies of all contracts or

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other arrangements entered into by the Exploration Manager for the purposes of or in the course of Exploration Works.

3.10 Ratify actions of Exploration Manager

Each Participant agrees to ratify and confirm all actions taken by the Exploration Manager in the due and proper performance of its duties and in accordance with the terms of this document.

3.11 No profit or loss by Exploration Manager

Unless otherwise agreed between the Exploration Manager and the Manager, the Exploration Manager will perform its duties under this document on a no profit or loss basis to the intent that:

(a) the Exploration Manager will neither gain nor lose by performing its duties under this document;

(b) the Exploration Manager will not be entitled to any fee margin or other remuneration from the Participants for the performance of its duties under this document; and

(c) all costs, expenses and liabilities of the Exploration Manager arising out of the proper performance by the Exploration Manager of its obligations under this document in accordance with the terms of this document will be Costs and will be borne by the Participants in proportion to their respective Interests; and

(d) clause 6.12(d) of the document applies to the Exploration Manager with all necessary changes.

3.12 Good faith

(a) The Exploration Manager will at all times act reasonably and in good faith in all its dealings with the Manager and Participants and in the performance of its duties under this document.

(b) The Exploration Manager will at all times act in the best interests of the Joint Venture as a whole.

4 Insurance

4.1 Insurance

(a) The Exploration Manager will, in accordance with instructions from the Manager from time to time, use all reasonable endeavours to effect and maintain (either separately or in conjunction with the Manager) the following insurances (subject to such insurances being available upon commercially reasonable terms):

(i) insurance as required under any applicable workers’ compensation law in respect of its liability to its employees engaged in Exploration Works;

(ii) any other insurance required by law in connection with or because of Exploration Works;

(iii) public liability insurance in respect of any claim made by any Third Party against the Exploration Manager, the Manager or any Participant arising out of the Exploration

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Works or any act, omission, neglect or default occurring on or near the Exploration Area;

(iv) such other insurances as may from time to time be authorised or directed by the Manager in relation to the Exploration Works,

and the Exploration Manager and the Manager (whoever takes out the policy) will promptly provide to the Exploration Manager, the Manager and the Participants (as applicable), a summary of and evidence of the insurance cover which has been effected.

(b) Any material change to any insurances effected or maintained by the Exploration Manager will be notified to each Participant at the time of such change.

4.2 Insurer

All insurances under item 4.1 will be effected with an insurer or insurers of good repute selected by the Exploration Manager (and approved by the Manager), in the names of the Exploration Manager, the Manager and each Participant for their respective rights and interests. The Exploration Manager must wherever possible procure that all such insurances include a provision that the insurer has no right of subrogation against any Participant, the Exploration Manager or the Manager.

4.3 Advice to Manager and Participants of change in insurances

Any material change to any insurances effected or maintained by the Exploration Manager in accordance with this item 4 will be notified to the Manager and each Participant at the time of such change.

4.4 Insurance by contractors

The Exploration Manager will use all reasonable endeavours to ensure that all independent contractors of the Exploration Manager effect and maintain:

(a) insurance as required under any applicable workers’ compensation law;

(b) appropriate public liability insurance and professional indemnity insurance; and

(c) any other insurance as may be required by the Manager or the Management Committee.

5 Budgets, planning and funding

5.1 Approved EA Budget is binding on the Exploration Manager

(a) The EA Exploration Plan and Approved EA Budget components of the most recent LOM Business Plan, as approved or revised and amended by the Management Committee in accordance with this document, will be binding on the Exploration Manager.

(b) Except as otherwise required or allowed under this document, the Exploration Manager must carry on the conduct of the Exploration Works in accordance with the EA Exploration Plan and Approved EA Budget.

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(c) The Exploration Manager is obliged and authorised to conduct Exploration Works and to incur expenditure and make disbursements approved or for which an allowance or provision is made, in an Approved EA Budget for the Exploration Works and in accordance with that Approved EA Budget.

(d) Except as otherwise provided in this schedule, the Exploration Manager may not recover from the Manager or the Participants any expenditure in excess of that provided for in an Approved EA Budget unless that expenditure is approved or ratified by the Manager.

(e) The Exploration Manager must use all reasonable endeavours not to incur any expenditure in excess of the amount budgeted in an Approved EA Budget except as provided below:

(i) aggregate over-expenditure on Exploration Costs of:

(A) 10% or less of the total expenditure under the Approved EA Budget is permitted without approval of the Management Committee or the Manager; and

(B) more than 10% of the total expenditure under the Approved EA Budget is permitted if approved in advance by the Manager (and if it requires approval from the Management Committee under this document, the Manager will seek that approval before approving the expenditure); and

(ii) reasonable expenditure to fund urgent action under item 3.2 is permitted without approval of the Manager or the Management Committee.

5.2 Provision of Funds by Manager

(a) Based upon the Approved EA Budget (as revised by the Management Committee from time to time), the Exploration Manager must submit to the Manager, on or before the 10th day of each Month, a statement (Exploration Cash Call) showing:

(i) the estimated disbursements to be made for Exploration Costs for Exploration Works during the following Month;

(ii) the extent, if any, to which such disbursements can be satisfied by funds already held by the Exploration Manager under this document;

(iii) the amount (Exploration Called Sum) required from the Manager (which, for the avoidance of doubt, is the cash amount which is required to be paid by a Participant after application of funds held by the Exploration Manager); and

(iv) such other details as the Manager may from time to time reasonably direct.

(b) The Manager must advance the Exploration Called Sum within 2 Business Days after the later of 1st Business Day of the relevant Month and the receipt by the Manager of any Called Sums from Participants under clause 9.5 of this document.

(c) The aggregate of Exploration Called Sums for the Financial Year cannot exceed 110% of monthly Exploration Called Sum forecast under the Approved EA Budget without the prior approval of the Manager (and if it requires approval from the Management Committee under this document, the Manager will seek that approval before approving the expenditure).

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(d) If at any time the Exploration Manager is, or is likely to be, required to take urgent action under item 3.2 which requires funds in excess of the funds then available to the Exploration Manager, and which have not been provided for in the most recent Exploration Cash Call, the Exploration Manager may issue an emergency Exploration Cash Call to the Manager, stating:

(i) the amount of funds required;

(ii) the Exploration Called Sum required to be paid by the Manager;

(iii) the place or places where, and manner in which, payment is to be made; and

(iv) the circumstances, in reasonable detail, giving rise to the necessity for obtaining such funds,

and, subject to the Manager having funds on hand, the Manager will promptly pay that amount or take the urgent action itself.

(e) The Exploration Manager will use Exploration Called Sums, and any assets acquired by the use of such funds, for the purpose of Exploration Works and for no other purpose.

5.3 Bank account

(a) All Exploration Called Sums and other moneys received or earned by the Exploration Manager on behalf of the Joint Venture will be deposited into a designated account or accounts in the name of the Exploration Manager, as Exploration Manager of the Joint Venture, maintained at a branch or branches of a bank authorised to carry on a banking business under the Banking Act 1959 (Cth) selected by the Exploration Manager.

(b) The Exploration Manager alone will be entitled to operate such account or accounts and may from time to time temporarily invest any surplus funds in such account in accordance with such short term investment policies as may from time to time be approved by the Manager.

(c) No such investment will have a maturity exceeding the time within which the funds so invested are required to be disbursed on account of Exploration Costs.

(d) All funds in the account (including any short term investments acquired with such funds) will remain the beneficial property of the Participants in proportion to their Interests until such time as those funds are disbursed on account of Costs.

(e) The Exploration Manager must notify the Manager when it opens or closes any bank account under this schedule 5.

(f) The Exploration Manager will make from the accounts referred to in this item all disbursements which are required to be made from time to time on account of Exploration Costs.

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6 Records, accounts and reports

6.1 Exploration Manager to keep records and accounts

(a) The Exploration Manager will, in accordance with the Accounting Procedure and generally accepted accounting principles and customary cost accounting practices in the mining industry, keep, or cause to be kept, comprehensive, true and accurate records and accounts of:

(i) the Exploration Works;

(ii) Exploration Manager’s performance of its duties;

(iii) the Joint Venture Assets in the Exploration Manager’s custody and control;

(iv) all Exploration Called Sums received by the Exploration Manager;

(v) all contracts and transactions entered into in connection with the Exploration Works; and

(vi) the Cost and expenses of all transactions entered into by the Exploration Manager,

(Exploration Records and Accounts).

(b) Without limiting the generality of the foregoing, the Exploration Records and Accounts will be separate from the records and accounts of any other business or activity conducted by the Exploration Manager and, for the avoidance of doubt, GOR and any of its Affiliates and will be maintained in such manner as may be reasonably necessary to enable the Manager and each Participant to meet its reporting, accounting and tax return requirements.

(c) The Exploration Manager will determine the place or places within Australia where the Exploration Records and Accounts are kept and the Exploration Manager must keep the Manager and each Participant informed as to each location where the Exploration Records and Accounts are kept.

(d) The Exploration Manager will comply with any requests made by any Participants under clauses 11.2 and 11.3 of this document.

6.2 Annual financial statement

The Exploration Manager must in respect of each Financial Year provide to the Manager as soon as practicable (and in any event in sufficient time to enable the Manager to comply with its obligations under this document) after the end of each Financial Year details and information reasonably required by the Manager to prepare its financial statements under the document.

6.3 Monthly exploration update

The Exploration Manager will provide the Manager, within 2 Business Days after the end of each Month, a written update for inclusion in the Manager’s monthly report to Participants containing the information agreed by the Exploration Manager and the Manager (each acting reasonably) from time to time.

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6.4 Copies of report

Upon request by a Participant or the Manager, the Exploration Manager must provide to the Participant copies of all reports prepared by the Exploration Manager in connection with Exploration Works.

6.5 Information and data

The Exploration Manager will provide the Manager or a Participant, as applicable, with all information, data and material concerning Exploration Works which:

(a) the Manager may reasonably require to enable it to satisfy any of its obligations under this document, and in such format as the Manager requires for that purpose; or

(b) a Participant may reasonably require to meet its statutory reporting and disclosure obligations under the Corporations Act, the Australian Stock Exchange Listing Rules and the applicable Laws of the place of its incorporation or the rules of any other recognised stock exchange as applicable.

7 Access and use

(a) Provided that in all circumstances there must not be any interference with, and priority must be given to the implementation of the non-Exploration components of the LOM Business Plan and Approved Budget which is in force at that time:

(i) the Participants and the Manager must use their best endeavours not to obstruct or hinder the conduct of Exploration Works under an Approved EA Budget;

(ii) the Exploration Manager may use such Joint Venture Assets as may reasonably be available and necessary for the conduct of the Exploration Works; and

(iii) the Exploration Manager will have full and free access across the areas of the Exploration Area to carry out the Exploration Works.

(b) The Exploration Manager will, in performance of the Exploration Works and the presence of the Exploration Manager and its personnel or Contractors on the Pastoral Lease, comply with the obligation of the Manager under clause 2.19 of this document as if those obligations were obligations of the Exploration Manager.

8 Liability and Indemnity of the Exploration Manager

8.1 Limited Liability of the Exploration Manager

The Exploration Manager, its directors, officers, employees and agents will not be responsible for any Liabilities suffered or incurred by any Participant or the Manager arising out of or in the course of the discharge of its duties in carrying out the Exploration Works except for:

(a) where the Exploration Manager (or any person for whom the Exploration Manager is vicariously liable) has committed Gross Negligence or Wilful Misconduct; or

(b) for those amounts which the Exploration Manager, as a Participant, is liable to expend or contribute towards the Exploration Works.

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8.2 Indemnity for the Exploration Manager by Participants

Each of the Participants, severally to the extent of its Interest, will at all times indemnify and keep indemnified the Exploration Manager against all Liabilities suffered or incurred by the Exploration Manager in relation to the Exploration Works other than where the Exploration Manager (or any person for whom the Exploration Manager is vicariously liable) has committed Gross Negligence or Wilful Misconduct.

8.3 Indemnity by the Exploration Manager of Participants

The Exploration Manager (in its own right) will at all times indemnify and keep indemnified the Manager and the Participants and their respective directors, officers, employees, agents and contractors (Indemnified Persons) from and against all Liabilities suffered or incurred by the Indemnified Persons in connection with its management of the Exploration Works, including any personal injury, disease, illness or death, or physical loss of, or damage to, property of the Indemnified Person or any third party, where the Exploration Manager (or any person for whom the Exploration Manager is vicariously liable) has committed Gross Negligence or Wilful Misconduct.

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Corrs Chambers Westgarth

Annexure A

Initial Development Plan and Budget

Gruyere Project Joint Venture Agreement page 122

INTEGRATED PROJECT MASTER SCHEDULE Level 4
Activity Name Original Duration Start Finish 2016 2017 2018 2019 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Project Milestones 568 25-Oct-16 31-Dec-18 Site Access Granted for Stage 1 Accommodation Village Installation 0 25-Oct-16 25-Oct-16, Project Finance Obtained 0 15-Dec-16* 15-Dec-16*, Project Approval by GOR Board 0 31-Jan-17 31-Jan-17, Site Access Granted for Unrestricted Site Construction Activities 0 01-Feb-17 01-Feb-17, Mining Operations Commences 0 27-Oct-17* 27-Oct-17* Gas Pipeline Commences Commercial Operations 0 20-Apr-18 20-Apr-18, Power Station Commences Commercial Operations 0 01-Jun-18* 01-Jun-18*, First Gold Poured 0 31-Oct-18 31-Oct-18, Ramp-Up Completed 0 31-Dec-18 31-Dec-18,
Approvals Milestones 274 25-Oct-16 27-Nov-17
Mining Proposal for Early Works Approved 0 25-Oct-16* 25-Oct-16*,
Works Approval for Early Works Granted 0 06-Dec-16* 06-Dec-16*, Mining Proposal for Gas Pipeline Approved 0 12-Dec-16 12-Dec-16, Works Approval for Gruyere Project Granted 0 05-Jan-17* 05-Jan-17*, API-A Assessment Approved 0 31-Jan-17 31-Jan-17, Mining Proposal for Gruyere Project Approved 0 31-Jan-17 31-Jan-17, Native Vegetation Clearing Permit for Gas Pipeline Granted 0 07-Mar-17 07-Mar-17, Works Approval for TSF Granted 0 24-Mar-17* 24-Mar-17*,
Gas Pipeline Consent to Construct Granted 0 28-Jul-17 28-Jul-17,
Gas Pipeline Consent to Operate Granted 0 27-Nov-17 27-Nov-17,
Operational Readiness Milestones 381 03-Jan-17 11-Jul-18
All Systems in Place for Construction 0 03-Jan-17 03-Jan-17,
All Systems & Contracts in Place for Mining Operations 0 05-Sep-17 05-Sep-17,
All Systems & Contracts in Place for Process Plant Operations 0 11-Jul-18 11-Jul-18,
Process Plant & Infrastructure 624 04-Jul-16 30-Dec-18
Process Plant & Infrastructure Milestones 582 04-Jul-16 31-Oct-18
Early Works Commencement 0 04-Jul-16 04-Jul-16
Restricted Site Access available for construction 0 27-Oct-16 27-Oct-16 Process Plant EPC award 0 28-Oct-16* 28-Oct-16*
Site available for construction (unrestricted Access) 0 02-Feb-17 02-Feb-17 Earthworks Construction Water Available 0 20-Feb-17 20-Feb-17
Mining Supply Zone C 0 27-Oct-17 27-Oct-17
Mining Material Supply Saprolite 0 04-Dec-17 04-Dec-17
Power Station Required By Date 0 31-Jul-18 31-Jul-18
Completion of Load Commissioning 0 31-Oct-18 31-Oct-18,
Early Works Milestones 184 09-Sep-16 15-Jun-17
Anne Beadell access track Ready to construct 0 09-Sep-16 09-Sep-16, Permanent Village earthworks Ready to construct 0 23-Sep-16 23-Sep-16, Mine Site Access Roads Ready to construct 0 07-Oct-16 07-Oct-16, Site Storm water & Drainage Ready to construct 0 07-Oct-16 07-Oct-16, Yeo Borefield access track Ready to construct 0 07-Oct-16 07-Oct-16,
Airstrip & Facilities Earthworks Ready to construct 0 16-Dec-16 16-Dec-16, Stage 1 300 Temporary Rooms Operational 0 22-Jan-17 22-Jan-17,
Stage 2 300 Permanent Rooms Operational 0 14-May-17 14-May-17, TSF Submission to DMP 0 15-Jun-17 15-Jun-17,
Actual Work Critical Remaining Work Summary Page 1 of 6 Remaining Work Milestone

INTEGRATED PROJECT MASTER SCHEDULE Level 4
Activity Name Original Duration Start Finish 2016 2017 2018 2019 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2
Design & Construction Milestones 443 01-Dec-16 19-Sep-18
Project Plans Complete 0 01-Dec-16 01-Dec-16,
PDC, mass balance and flow sheets approved 0 12-Jan-17 12-Jan-17,
Site Mobilisation and Establishment 0 30-Mar-17 30-Mar-17
Mobilisation of civil construction crew 0 18-Aug-17 18-Aug-17 Mobilisation of SMP installations crew 0 26-Sep-17 26-Sep-17 Mobilisation of piping installations crew 0 26-Sep-17 26-Sep-17 Mobilisation of electrical installations crew 0 03-Oct-17 03-Oct-17
Construction complete 0 14-Aug-18 14-Aug-18, Practical Completion (Plant Ready to Accept Ore) 0 19-Sep-18 19-Sep-18,
Early Works 529 04-Jul-16 20-Aug-18
Long Lead Items Purchase 385 04-Jul-16 30-Jan-18
CP001 - Gyratory Crusher 345 29-Aug-16 30-Jan-18
CP010 - Mills 324 04-Jul-16 23-Oct-17 Bulk Earthworks Design 353 04-Jul-16 30-Nov-17 Main Site Access Road 70 04-Jul-16 07-Oct-16
Anne Beadell Access track 50 04-Jul-16 09-Sep-16
Air Strip 120 04-Jul-16 16-Dec-16
Site Storm water diversion 70 04-Jul-16 07-Oct-16 Yeo Borefields Access track 70 04-Jul-16 07-Oct-16 Permanent Village Earthworks 40 01-Aug-16 23-Sep-16
TSF 115 04-Jul-16 09-Dec-16
Permanent Communications 353 04-Jul-16 30-Nov-17
Bulk Earthworks 676 29-Jul-16 20-Aug-18
Site Roads (ex haul roads) 294 27-Oct-16 20-Sep-17
Air strip - 541 153 20-Feb-17 03-Aug-17
Anne Beadell Borefield - 524 78 20-Feb-17 15-May-17
Drainage 212 20-Feb-17 05-Oct-17 Yeo Borefield 96 15-May-17 25-Aug-17
Water Supply - Construction 186 29-Jul-16 26-Feb-17
ROM Pad 20 13-May-18 02-Jun-18
Process plant Infastructure Area 101 10-Apr-17 27-Jul-17
In Plant Roads 30 21-May-17 22-Jun-17
Mining Infrastructure Area 52 22-Jun-17 17-Aug-17 Tailings Storage Facility 230 21-Nov-17 06-Aug-18
Tailing dam Equipment 281 10-Oct-17 20-Aug-18
Explosives Magazine / Facilities 26 17-Aug-17 14-Sep-17
Gruyere Accommodation Village 249 04-Jul-16 06-Jul-17
Stage 1 - 300 Temporary Rooms 135 04-Jul-16 22-Jan-17 Stage 2 - 300 Permanent Rooms 209 29-Aug-16 06-Jul-17
Overhead Lines 30 02-Dec-16 27-Jan-17 Powerline Design 30 02-Dec-16 27-Jan-17
Process Plant Design and Construction 624 04-Jul-16 30-Dec-18
Off site EPC works 464 04-Jul-16 19-May-18
Design & Project Management 334 04-Jul-16 03-Nov-17
Project Setup Phase 25 28-Oct-16 01-Dec-16
Project Definition Documents 80 25-Nov-16 03-Apr-17
Process Plant Layouts 85 13-Jan-17 17-May-17
Infrastructure Layouts 65 02-Dec-16 20-Mar-17
Infrastructure Bores 119 04-Jul-16 15-Dec-16 Bulk Earthworks 105 28-Oct-16 10-Apr-17
Civil Design and Drafting - Plant 140 30-Jan-17 17-Aug-17
Actual Work Critical Remaining Work Summary Page 2 of 6 Remaining Work Milestone

INTEGRATED PROJECT MASTER SCHEDULE Level 4
Activity Name Original Duration Start Finish 2016 2017 2018 2019 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2
Mechanical design and drafting 105 07-Mar-17 03-Aug-17
Structural steel design and drafting 125 20-Apr-17 13-Oct-17
Piping design and drafting 214 02-Jan-17 03-Nov-17
Electrical design and drafting 199 02-Jan-17 13-Oct-17
Procurement Full Project 444 01-Aug-16 19-May-18
Process Plant construction works 487 09-Mar-17 25-Aug-18
Process Plant 487 09-Mar-17 25-Aug-18
Establish temporary site facilities 49 09-Mar-17 01-May-17
Construction communications install 13 09-Mar-17 22-Mar-17
Site office facilities 13 16-Mar-17 29-Mar-17
Temporary site facilities available 0 30-Mar-17 30-Mar-17
Process Plant Construction water available 0 01-May-17 01-May-17,
Concrete works 260 15-Jun-17 02-Apr-18
Mobilise concrete contractor 13 15-Jun-17 29-Jun-17
Switchroom and Transformer concrete 33 29-Jun-17 03-Aug-17
Tailings Area Concrete 78 29-Jun-17 21-Sep-17
CIL area concrete 65 13-Jul-17 21-Sep-17
Primary crusher area concrete install 78 17-Aug-17 09-Nov-17
Elution and goldroom concrete 78 21-Sep-17 14-Dec-17
Conveyor footings installation 52 09-Nov-17 15-Jan-18
Pre-Leach area concrete 33 14-Dec-17 29-Jan-18
Ore storage area 65 15-Jan-18 26-Mar-18
Reagent Area Concrete 46 29-Jan-18 19-Mar-18
Water services Area Concrete 39 29-Jan-18 12-Mar-18
Air services area concrete 20 12-Mar-18 02-Apr-18
Milling 189 18-Aug-17 20-Mar-18
Steel Tank Site Works 189 07-Sep-17 10-Apr-18
Mobilise to site - CIL tank construction 7 07-Sep-17 15-Sep-17
CIL Tanks Installation & Painting 182 15-Sep-17 10-Apr-18
Structural steel erection 247 21-Sep-17 25-Jun-18
Mobilise structural contractor 4 21-Sep-17 26-Sep-17
Elution & gold recovery area steelwork 65 14-Dec-17 05-Mar-18
Pre-leach area steelwork 39 29-Jan-18 12-Mar-18
CIL area steelwork 78 23-Feb-18 18-May-18
Water Services steelwork 33 12-Mar-18 16-Apr-18
Reagents Storage area 52 19-Mar-18 14-May-18
Reagents mixing area 52 19-Mar-18 14-May-18
Air services steelwork 39 02-Apr-18 14-May-18
Tailings area steelwork 39 24-Apr-18 04-Jun-18
Crushing area steelwork 72 04-Feb-18 21-Apr-18
Ore storage area 85 26-Mar-18 25-Jun-18
Conveyor steelwork 62 09-Jan-18 16-Mar-18
Grinding area steelwork 104 09-Jan-18 01-May-18
Mechanical & Platework installations 201 10-Nov-17 25-Jun-18
Air services equipment 39 02-Apr-18 14-May-18
Water services equipment 26 16-Apr-18 14-May-18
Crushing area mechanical 96 30-Jan-18 12-May-18
Ore Storage Area 13 23-Apr-18 07-May-18
Grinding area mechanical 176 10-Nov-17 29-May-18
Gravity separation area mechanical 72 20-Feb-18 08-May-18
Pre-Leach area mechanical 130 29-Jan-18 18-Jun-18
CIL area mechanical 26 18-May-18 15-Jun-18
Actual Work Critical Remaining Work Summary Page 3 of 6 Remaining Work Milestone

INTEGRATED PROJECT MASTER SCHEDULE Level 4
Activity Name Original Duration Start Finish 2016 2017 2018 2019 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2
Elution and Gold recovery mechanical 104 14-Dec-17 16-Apr-18
Tailings area equipment 163 02-Jan-18 25-Jun-18
Reagent area equipment 46 19-Mar-18 07-May-18
Piping installations 289 26-Sep-17 13-Aug-18
Piping workgroup mobilisation 7 26-Sep-17 03-Oct-17
Underground services piping 33 03-Oct-17 07-Nov-17
Elution and gold recovery area 78 19-Mar-18 11-Jun-18
Conveyors piping installation 39 14-Apr-18 25-May-18
Gravity area - Piping 52 08-May-18 03-Jul-18
Crushing area piping installation 33 13-May-18 16-Jun-18
Reagents Storage Shed area 33 14-May-18 18-Jun-18
Reagents area - Piping 59 14-May-18 16-Jul-18
Water Services Area 52 14-May-18 09-Jul-18
Air Services Area 46 14-May-18 02-Jul-18
Grinding area - Piping 59 15-May-18 17-Jul-18
Leach and Adsorption Area 52 18-May-18 13-Jul-18
Ore storage area 33 25-Jun-18 30-Jul-18
Tailings handling area 46 26-Jun-18 13-Aug-18
Electrical installations 265 02-Nov-17 25-Aug-18
Electrical workgroup mobilisation 7 02-Nov-17 09-Nov-17
Underground services 39 09-Nov-17 21-Dec-17
Overhead power line installation 130 09-Nov-17 09-Apr-18
Plant control system configuration and installation 98 13-Dec-17 08-Apr-18
HV distribution and reticulation 26 09-Apr-18 07-May-18
Install Switchrooms / MCC’s 39 19-May-18 30-Jun-18
Crushing area electrical installations 72 13-May-18 28-Jul-18
Ore Storage area electrical installations 52 01-Jul-18 25-Aug-18
Grinding area electrical installations 96 03-Apr-18 14-Jul-18
Gravity area electrical installations 39 29-May-18 09-Jul-18
Leach & Adsorption area electrical installations 72 21-May-18 06-Aug-18
Elution & goldroom area electrical install 135 05-Mar-18 28-Jul-18
Tailings area electrical installations 59 05-Jun-18 06-Aug-18
Reagents area electrical installations 65 14-May-18 23-Jul-18
Water services area electrical installations 72 14-May-18 30-Jul-18
Air services electrical installations 58 21-May-18 23-Jul-18
Plant Infrastructure 361 20-Mar-17 23-Apr-18
Anne Beadell Bore 39 20-Mar-17 01-May-17
Yeo Bores 132 27-Jun-17 16-Nov-17
Plant Buildings 237 01-Aug-17 23-Apr-18
Fuel Storage 195 27-Jul-17 05-Mar-18
Infrastructure Installation 273 29-Jun-17 30-Apr-18
Infrastructure concrete works 91 29-Jun-17 05-Oct-17
Gas storage 26 29-Jun-17 27-Jul-17
Communications 26 29-Jun-17 27-Jul-17
Power Station - Civils (EPC Contractor) 52 10-Aug-17 05-Oct-17
Infrastructure structural works 117 27-Jul-17 30-Nov-17
Gas storage 52 27-Jul-17 21-Sep-17
Communications 26 27-Jul-17 24-Aug-17
Power Station Structural 52 05-Oct-17 30-Nov-17
Infrastructure Mechanical Works 143 21-Sep-17 05-Mar-18
Gas storage 52 21-Sep-17 16-Nov-17
Power Station 78 30-Nov-17 05-Mar-18
Actual Work Critical Remaining Work Summary Page 4 of 6 Remaining Work Milestone

INTEGRATED PROJECT MASTER SCHEDULE Level 4
Activity Name Original Duration Start Finish 2016 2017 2018 2019 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2
Infrastructure Piping Works 143 16-Nov-17 30-Apr-18
Gas storage - Piping 52 16-Nov-17 22-Jan-18
Power Station - Piping 78 05-Feb-18 30-Apr-18
Infrastructure Electrical Works 221 24-Aug-17 30-Apr-18
Communications - Electrical Install 26 24-Aug-17 21-Sep-17
Gas storage - Electrical Install 52 16-Nov-17 22-Jan-18
Power Station - Electrical Install 52 05-Mar-18 30-Apr-18
Commissioning 152 08-Apr-18 19-Sep-18
Commissioning plan 26 08-Apr-18 06-May-18
Field inspections and dry running tests 52 09-Jul-18 03-Sep-18
Gravity area - dry commissioning 13 09-Jul-18 23-Jul-18
Grinding area drives - dry commissioning 14 17-Jul-18 01-Aug-18
Air services area - dry commissioning 4 23-Jul-18 27-Jul-18
Reagents area - dry commissioning 6 23-Jul-18 30-Jul-18
Elution & goldroom area - dry commissioning 7 28-Jul-18 05-Aug-18
Water services area - dry commissioning 4 30-Jul-18 03-Aug-18
Crushing area - dry commissioning 7 31-Jul-18 07-Aug-18
Running of SAG mill - dry commissioning 7 01-Aug-18 08-Aug-18
Leach & Adsorption area - dry commissioning 10 06-Aug-18 17-Aug-18
Running of Ball mill - dry commissioning 7 08-Aug-18 16-Aug-18
Tailings Handling (including TSF) - dry commissioning 13 20-Aug-18 03-Sep-18
Ore storage area - dry commissioning 7 25-Aug-18 01-Sep-18
Water testing and process simulation and interlock testing 44 03-Aug-18 19-Sep-18
Air services commissioning - water commissioning 4 03-Aug-18 07-Aug-18
Water services commissioning - water commissioning 4 03-Aug-18 08-Aug-18
Crushing area - water commissioning 7 08-Aug-18 15-Aug-18
Grinding area - water commissioning 14 16-Aug-18 31-Aug-18
Gravity area - water commissioning 4 16-Aug-18 20-Aug-18
Leach & Adsorption area - water commissioning 7 17-Aug-18 24-Aug-18
Elution & Goldroom Area - water commissioning 13 31-Aug-18 14-Sep-18
Ore storage area - water commissioning 4 01-Sep-18 05-Sep-18
Tailings area (including TSF) - water commissioning 4 03-Sep-18 07-Sep-18
Reagents area - water commissioning 5 14-Sep-18 19-Sep-18
Ore commissioning 39 19-Sep-18 31-Oct-18
Ore commissioning 39 19-Sep-18 31-Oct-18
Ramp-Up 60 31-Oct-18 30-Dec-18
Ramp-Up 60 31-Oct-18 30-Dec-18
Operational Readiness 605 17-Mar-16 11-Jul-18
Organisational Preparations 450 16-Aug-16 01-Jun-18
Preparations for Mobilisation of Construction 100 16-Aug-16 02-Jan-17
Preparations for Mobilisation of Construction 100 16-Aug-16* 02-Jan-17
Preparations for Mining Contract 40 05-Dec-16 02-Feb-17
Preparations for Mining Contract 40 05-Dec-16* 02-Feb-17
Tender & Execute Mining Contract 60 03-Feb-17 03-May-17
Tender & Execute Mining Contract 60 03-Feb-17 03-May-17
Prepare for First Open Pit Ore Production 88 04-May-17 05-Sep-17
Prepare for First Open Pit Ore Production 88 04-May-17* 05-Sep-17
Actual Work Critical Remaining Work Summary Page 5 of 6 Remaining Work Milestone

INTEGRATED PROJECT MASTER SCHEDULE Level 4
Activity Name Original Duration Start Finish 2016 2017 2018 2019 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2
Operations Contracts 260 09-Jan-17 19-Jan-18
Develop Systems Related to Operations Contract 60 09-Jan-17* 04-Apr-17
Tender & Execute Operations Contracts 200 05-Apr-17 19-Jan-18
Develop Systems Related to ERP 330 17-Mar-16 06-Jul-17
Develop Systems Related to ERP 330 17-Mar-16* 06-Jul-17
Prepare Process Plant for Operations & Maintenance 293 04-Apr-17 06-Jun-18
Prepare Process Plant for Operations & Maintenance 293 04-Apr-17* 06-Jun-18
Preparation for Process Operations & Maintenance Teams 263 28-Mar-17 16-Apr-18
Preparations for Process Operations & Maintenance Teams 263 28-Mar-17* 16-Apr-18
Prepare Support Departments for Operations 151 30-Nov-17 11-Jul-18
Prepare Support Departments for Operations 151 30-Nov-17* 11-Jul-18
Actual Work Critical Remaining Work Summary Page 6 of 6 Remaining Work Milestone

	Gruyere Gold Project	Estimate Summary By Facility
	Gold Road Resources Ltd	Report Currency: A - AUSTRALIAN    Include Other Currencies:☑
	Estimate Base Date: 30-Jun-2016

> Area	Quantity Unit	Freight Tonnes		LBHrs		Plant Equipment		Vendor Reps		Bulk Material		Freight		Labour		SubCont Distribs		Constn Equip		TOTAL
> Facility
110 . MINE DEVELOPMENT
111 . CONTRACTOR MOBILISATION			0.0		0.0		0		0		0		0		0		1,871,612		0		1,871,612
112 . MINE SITE CLEARING			0.0		0.0		0		0		0		0		2,514,318		0		0		2,514,318
113 . OVERBURDEN STRIPPING			0.0		6,879.4		0		0		0		0		26,656,596		3,333,043		0		29,989,639
114 . HAUL ROADS			0.0		0.0		0		0		0		0		491,279		0		0		491,279
TOTAL: 110 . MINE DEVELOPMENT			0.0		6,879.4		0		0		0		0		29,662,193		5,204,655		0		34,866,848
120 . MINE SERVICES INFRASTRUCTURE
126 . EXPLOSIVES FACILITIES			0.0		0.0		0		0		0		0		310,000		0		0		310,000
127 . MINE DEWATERING EX-PIT			0.0		0.0		0		0		0		0		339,100		380,000		0		719,100
TOTAL: 120 . MINE SERVICES INFRASTRUCTURE			0.0		0.0		0		0		0		0		649,100		380,000		0		1,029,100
210 . SITE PREPARATION AND DRAINAGE
211 . SITE PREPARATION & DRAINAGE			0.0		14,064.0		591,909		372,656		0		9,128		4,412,750		0		0		5,386,443
TOTAL: 210 . SITE PREPARATION AND DRAINAGE			0.0		14,064.0		591,909		372,656		0		9,128		4,412,750		0		0		5,386,443
230 . PLANT SECURITY FENCING
231 . PLANT SECURITY FENCING			0.0		1,160.8		477,350		51,336		0		76,071		97,730		0		0		702,487
TOTAL: 230 . PLANT SECURITY FENCING			0.0		1,160.8		477,350		51,336		0		76,071		97,730		0		0		702,487
240 . SURFACE WATER DIVERSION CHANNELS
241 . SURFACE WATER DIVERSION CHANNELS			0.0		8,661.7		0		137,490		0		0		1,833,224		0		0		1,970,714
TOTAL: 240 . SURFACE WATER DIVERSION CHANNELS			0.0		8,661.7		0		137,490		0		0		1,833,224		0		0		1,970,714
310 . CRUSHING
311 . PRIMARY CRUSHING			0.0		51,750.9		5,392,532		685,960		6,470,247		811,683		4,313,056		0		0		17,673,478
TOTAL: 310 . CRUSHING			0.0		51,750.9		5,392,532		685,960		6,470,247		811,683		4,313,056		0		0		17,673,478

User Id / DB:	QuestV3User / SERVER=SRVR02;DATABASE=GRR-QV3-GRP-Prodn	Run Date:	05:39 pm    19-Aug-2016
System/Report Id:	3.02.75 / rptEstimateSummaryByFacility_303	Page:	1 of 11

	Gruyere Gold Project	Estimate Summary By Facility
	Gold Road Resources Ltd	Report Currency: A - AUSTRALIAN    Include Other Currencies:☑
	Estimate Base Date: 30-Jun-2016

> Area	Quantity Unit	Freight Tonnes		LBHrs		Plant Equipment		Vendor Reps		Bulk Material		Freight		Labour		SubCont Distribs		Constn Equip		TOTAL
> Facility
320 . ORE STORAGE
321 . ORE STORAGE			0.0		30,367.1		1,057,558		335,607		3,663,326		125,141		2,522,910		0		0		7,704,542
TOTAL: 320 . ORE STORAGE			0.0		30,367.1		1,057,558		335,607		3,663,326		125,141		2,522,910		0		0		7,704,542
330 . GRINDING & CLASSIFICATION
331 . MILLING			0.0		137,553.3		39,721,346		2,250,118		11,397,797		2,194,060		11,771,449		0		0		67,334,770
332 . GRAVITY SEPARATION			0.0		3,794.8		2,352,009		90,878		361,820		34,675		354,741		0		0		3,194,123
TOTAL: 330 . GRINDING & CLASSIFICATION			0.0		141,348.1		42,073,355		2,340,996		11,759,617		2,228,735		12,126,190		0		0		70,528,893
340 . LEACHING AND ADSORPTION
341 . PRE-LEACH THICKENING			0.0		18,743.2		2,305,423		259,207		2,350,477		624,228		1,635,790		0		0		7,175,125
342 . LEACH AND ADSORPTION			0.0		66,727.9		4,376,680		996,966		8,531,195		409,864		5,992,785		0		0		20,307,490
TOTAL: 340 . LEACHING AND ADSORPTION			0.0		85,471.1		6,682,103		1,256,173		10,881,672		1,034,092		7,628,575		0		0		27,482,615
350 . ELUTION AND GOLD RECOVERY
351 . ELUTION AND GOLD ROOM			0.0		27,219.7		4,283,985		438,857		2,375,182		196,435		2,429,451		0		0		9,723,910
TOTAL: 350 . ELUTION AND GOLD RECOVERY			0.0		27,219.7		4,283,985		438,857		2,375,182		196,435		2,429,451		0		0		9,723,910
360 . REAGENTS
361 . CYANIDE			0.0		2,586.1		39,608		19,101		164,767		8,355		227,100		0		0		458,931
362 . LIME			0.0		3,321.7		1,101,768		41,405		69,347		41,027		296,261		0		0		1,549,808
363 . FLOCCULANTS			0.0		1,262.0		35,974		11,535		98,065		4,791		110,534		0		0		260,899
364 . CAUSTIC			0.0		1,616.0		314,651		19,011		83,288		14,448		146,846		0		0		578,244
365 . HYDROCHLORIC ACID			0.0		1,161.3		57,865		12,833		84,586		10,146		102,273		0		0		267,703
TOTAL: 360 . REAGENTS			0.0		9,947.1		1,549,866		103,885		500,053		78,767		883,014		0		0		3,115,585

User Id / DB:	QuestV3User / SERVER=SRVR02;DATABASE=GRR-QV3-GRP-Prodn	Run Date:	05:39 pm    19-Aug-2016
System/Report Id:	3.02.75 / rptEstimateSummaryByFacility_303	Page:	2 of 11

	Gruyere Gold Project	Estimate Summary By Facility
	Gold Road Resources Ltd	Report Currency: A - AUSTRALIAN    Include Other Currencies:☑
	Estimate Base Date: 30-Jun-2016

> Area	Quantity Unit	Freight Tonnes		LBHrs		Plant Equipment		Vendor Reps		Bulk Material		Freight		Labour		SubCont Distribs		Constn Equip		TOTAL
> Facility
370 . TAILINGS DISPOSAL
371 . TAILS THICKENING & PUMPING			0.0		18,995.6		2,552,089		270,797		2,686,399		625,836		1,682,720		0		0		7,817,841
372 . TAILINGS STORAGE FACILITY			0.0		44,943.2		679,000		703,952		924,982		384,942		7,321,630		0		0		10,014,506
TOTAL: 370 . TAILINGS DISPOSAL			0.0		63,938.8		3,231,089		974,749		3,611,381		1,010,778		9,004,350		0		0		17,832,347
410 . AIR SERVICES
411 . PLANT AIR			0.0		6,834.8		189,309		41,672		134,559		38,923		644,673		0		0		1,049,136
413 . PSA			0.0		733.0		60,617		5,909		32,122		681		62,808		0		0		162,137
TOTAL: 410 . AIR SERVICES			0.0		7,567.8		249,926		47,581		166,681		39,604		707,481		0		0		1,211,273
420 . WATER
421 . RAW WATER			0.0		3,341.4		232,278		45,184		96,440		10,622		479,152		0		0		863,676
422 . PROCESS WATER			0.0		9,970.5		901,017		132,080		612,551		50,297		1,283,007		0		0		2,978,952
423 . POTABLE WATER/RO PLANT			0.0		6,625.6		2,355,648		94,328		361,072		51,733		641,539		0		0		3,504,320
424 . GLAND WATER			0.0		1,725.4		87,309		11,528		40,322		7,589		162,257		0		0		309,005
425 . FIRE WATER			0.0		2,801.0		105,086		18,774		99,212		14,991		265,176		0		0		503,239
TOTAL: 420 . WATER			0.0		24,463.9		3,681,338		301,894		1,209,597		135,232		2,831,131		0		0		8,159,192
430 . PIPING
431 . PIPE RACKS			0.0		17,811.6		0		173,886		2,252,872		118,587		1,641,991		0		0		4,187,336
TOTAL: 430 . PIPING			0.0		17,811.6		0		173,886		2,252,872		118,587		1,641,991		0		0		4,187,336

User Id / DB:	QuestV3User / SERVER=SRVR02;DATABASE=GRR-QV3-GRP-Prodn	Run Date:	05:39 pm    19-Aug-2016
System/Report Id:	3.02.75 / rptEstimateSummaryByFacility_303	Page:	3 of 11

	Gruyere Gold Project	Estimate Summary By Facility
	Gold Road Resources Ltd	Report Currency: A - AUSTRALIAN    Include Other Currencies:☑
	Estimate Base Date: 30-Jun-2016

> Area	Quantity Unit	Freight Tonnes		LBHrs		Plant Equipment		Vendor Reps		Bulk Material		Freight		Labour		SubCont Distribs		Constn Equip		TOTAL
> Facility
440 . PLANT AREA BUILDINGS
441 . PLANT WORKSHOP/WAREHOUSE			0.0		4,849.9		581,080		43,086		178,478		6,932		392,572		0		0		1,202,148
442 . PLANT OFFICE & CONTROL ROOM			0.0		706.8		299,948		12,116		16,216		34,317		61,526		0		0		424,123
443 . CRIB/LUNCH			0.0		140.0		81,868		2,920		3,750		5,410		12,882		0		0		106,830
444 . ABLUTION			0.0		87.3		89,549		3,099		7,500		10,670		8,121		0		0		118,939
445 . FIRST AID AND MEDICAL RESPONSE			0.0		591.1		222,666		9,146		15,571		13,547		49,479		0		0		310,409
446 . PERMIT AND ISOLATION ROOM			0.0		50.6		49,219		1,694		3,750		5,410		4,691		0		0		64,764
447 . PLANT WORKSHOP OFFICE			0.0		134.6		82,622		2,889		0		8,269		12,331		0		0		106,111
448 . PLANT WAREHOUSE OFFICE			0.0		51.4		51,878		1,664		0		5,260		4,710		0		0		63,512
TOTAL: 440 . PLANT AREA BUILDINGS			0.0		6,611.7		1,458,830		76,614		225,265		89,815		546,312		0		0		2,396,836
450 . PROCESS AND SITE SERVICES
451 . FUEL STORAGE			0.0		2,617.2		171,853		23,596		72,709		16,052		239,486		0		0		523,696
452 . GAS STORAGE			0.0		640.6		1,700		3,788		17,250		3,269		59,724		0		0		85,731
453 . REAGENTS STORAGE			0.0		789.6		139,179		5,732		32,406		0		62,646		0		0		239,963
TOTAL: 450 . PROCESS AND SITE SERVICES			0.0		4,047.4		312,732		33,116		122,365		19,321		361,856		0		0		849,390
460 . LABORATORY
461 . WET LAB			0.0		2,248.2		1,395,686		47,369		24,560		56,285		202,494		0		0		1,726,394
462 . SAMPLE PREP			0.0		152.3		9,866		1,102		5,075		695		14,220		0		0		30,958
TOTAL: 460 . LABORATORY			0.0		2,400.5		1,405,552		48,471		29,635		56,980		216,714		0		0		1,757,352

User Id / DB:	QuestV3User / SERVER=SRVR02;DATABASE=GRR-QV3-GRP-Prodn	Run Date:	05:39 pm    19-Aug-2016
System/Report Id:	3.02.75 / rptEstimateSummaryByFacility_303	Page:	4 of 11

	Gruyere Gold Project	Estimate Summary By Facility
	Gold Road Resources Ltd	Report Currency: A - AUSTRALIAN    Include Other Currencies:☑
	Estimate Base Date: 30-Jun-2016

> Area	Quantity Unit	Freight Tonnes		LBHrs		Plant Equipment		Vendor Reps		Bulk Material		Freight		Labour		SubCont Distribs		Constn Equip		TOTAL
> Facility
470 . COMMUNICATIONS
471 . COMMUNICATIONS ESTABLISHMENT			0.0		0.0		2,402,808		60,070		0		0		0		0		0		2,462,878
472 . COMMUNICATIONS LINK			0.0		0.0		67,329		1,683		0		0		0		0		0		69,012
473 . SATELLITE LINK & TAIL SERVICE INSTALLAT			0.0		0.0		925,332		23,133		0		0		0		0		0		948,465
474 . VHF MOBILE RADIO			0.0		0.0		787,222		19,681		0		0		0		0		0		806,903
475 . MOBILE PHONE NETWORK			0.0		0.0		0		0		0		0		0		0		0		0
TOTAL: 470 . COMMUNICATIONS			0.0		0.0		4,182,691		104,567		0		0		0		0		0		4,287,258
480 . SEWAGE TREATMENT
481 . SEWAGE TREATMENT			0.0		4,020.9		212,945		28,283		122,775		32,987		381,330		0		0		778,320
TOTAL: 480 . SEWAGE TREATMENT			0.0		4,020.9		212,945		28,283		122,775		32,987		381,330		0		0		778,320
510 . ACCESS ROADS
511 . ACCESS ROADS - 0-19KM (SHIRE ROAD)			0.0		27,703.9		264,140		220,097		0		14,327		2,628,444		0		0		3,127,008
512 . ACCESS ROADS - 19-46KM			0.0		38,752.5		160,244		439,216		0		5,789		5,690,163		0		0		6,295,412
513 . ACCESS ROADS TO VILLAGE AND AIRSTRIP			0.0		1,479.7		0		21,402		0		943		284,460		0		0		306,805
TOTAL: 510 . ACCESS ROADS			0.0		67,936.1		424,384		680,715		0		21,059		8,603,067		0		0		9,729,225
520 . BOREFIELD
521 . BOREFIELD - YEO			0.0		60,992.0		3,358,139		640,175		10,217,829		492,114		7,006,519		0		0		21,714,776
522 . BOREFIELD ACCESS TRACK - YEO			0.0		15,170.0		395,954		385,682		0		59,893		4,631,188		0		0		5,472,717
523 . BOREFIELD - ANNE BEADELL			0.0		5,937.7		727,207		167,470		1,676,354		72,812		631,321		0		0		3,275,164
524 . BOREFIELD ACCESS ROAD AND TRACK - AN			0.0		7,328.4		265,325		150,728		0		21,456		1,695,224		0		0		2,132,733
TOTAL: 520 . BOREFIELD			0.0		89,428.1		4,746,625		1,344,055		11,894,183		646,275		13,964,252		0		0		32,595,390

User Id / DB:	QuestV3User / SERVER=SRVR02;DATABASE=GRR-QV3-GRP-Prodn	Run Date:	05:39 pm    19-Aug-2016
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	Gruyere Gold Project	Estimate Summary By Facility
	Gold Road Resources Ltd	Report Currency: A - AUSTRALIAN    Include Other Currencies:☑
	Estimate Base Date: 30-Jun-2016

> Area	Quantity Unit	Freight Tonnes		LBHrs		Plant Equipment		Vendor Reps		Bulk Material		Freight		Labour		SubCont Distribs		Constn Equip		TOTAL
> Facility
530 . PERMANENT VILLAGE
531 . ACCOMMODATION			0.0		12,838.9		2,719,262		451,559		0		406,770		1,176,053		4,729,094		0		9,482,738
532 . COMMON BUILDINGS			0.0		27,702.8		6,554,401		484,200		0		592,020		2,537,586		0		0		10,168,207
533 . SERVICES			0.0		59,005.0		68,220		399,992		1,791,642		8,880		5,361,953		0		0		7,630,687
534 . LANDSCAPING			0.0		13,951.7		0		63,900		0		0		1,277,995		0		0		1,341,895
TOTAL: 530 . PERMANENT VILLAGE			0.0		113,498.4		9,341,883		1,399,651		1,791,642		1,007,670		10,353,587		4,729,094		0		28,623,527
540 . AERODROME & STRIP
541 . AIRSTRIP			0.0		25,943.1		210,900		302,480		0		12,654		3,809,502		0		0		4,335,536
542 . FACILITIES			0.0		376.5		1,309,763		129,351		1,593		108,062		280,589		181,125		0		2,010,483
TOTAL: 540 . AERODROME & STRIP			0.0		26,319.6		1,520,663		431,831		1,593		120,716		4,090,091		181,125		0		6,346,019
550 . ADMINISTRATION BUILDINGS
551 . ADMINISTRATION AND MINING OFFICE			0.0		2,193.4		1,238,783		62,289		63,618		82,015		189,120		0		0		1,635,825
552 . TRAINING AND INDUCTION ROOM			0.0		519.3		124,879		6,255		10,052		16,569		44,723		0		0		202,478
553 . ADMIN OFFICE LUNCH ROOM			0.0		140.7		84,675		2,937		1,563		5,323		12,953		0		0		107,451
554 . ADMIN OFFICE ABLUTION BLOCK			0.0		84.8		90,094		2,955		1,771		10,555		7,885		0		0		113,260
555 . GATE HOUSE			0.0		36.3		42,524		1,373		443		5,278		3,355		0		0		52,973
TOTAL: 550 . ADMINISTRATION BUILDINGS			0.0		2,974.5		1,580,955		75,809		77,447		119,740		258,036		0		0		2,111,987
620 . OVERHEAD POWER LINES
621 . 22KV POWER DISTRIBUTION TO BOREFIELD			0.0		40,819.8		0		267,798		5,040,123		200,177		5,471,689		0		0		10,979,787
622 . 22KV POWER DISTRIBUTION TO VILLAGE A			0.0		390.9		0		2,564		48,260		1,916		52,387		0		0		105,127
623 . 11KV TAILINGS			0.0		1,563.3		0		10,255		193,027		7,666		209,556		0		0		420,504
TOTAL: 620 . OVERHEAD POWER LINES			0.0		42,774.0		0		280,617		5,281,410		209,759		5,733,632		0		0		11,505,418

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	Gruyere Gold Project	Estimate Summary By Facility
	Gold Road Resources Ltd	Report Currency: A - AUSTRALIAN    Include Other Currencies:☑
	Estimate Base Date: 30-Jun-2016

> Area	Quantity Unit	Freight Tonnes		LBHrs		Plant Equipment		Vendor Reps		Bulk Material		Freight		Labour		SubCont Distribs		Constn Equip		TOTAL
> Facility
630 . POWER STATION
638 . POWER GENERATION			0.0		0.0		0		0		0		0		0		0		0		0
TOTAL: 630 . POWER STATION			0.0		0.0		0		0		0		0		0		0		0		0
640 . ELECTRICAL & INSTRUMENTATION - PROCESS PLANT
641 . ELECTRICAL BULKS & POWER DISTRIBUTIO			0.0		8,084.8		2,106,884		144,901		2,008,574		164,620		757,997		0		0		5,182,976
642 . SWITCHROOMS			0.0		2,786.4		270,387		33,657		305,409		16,524		221,429		0		0		847,406
644 . CONTROLS			0.0		987.0		718,050		23,296		0		28,722		92,537		0		0		862,605
645 . COMMUNICATIONS			0.0		2,324.8		277,764		18,120		0		11,111		217,967		0		0		524,962
646 . LIGHTING & SMALL POWER			0.0		4,680.5		730,585		40,937		0		29,223		438,826		0		0		1,239,571
647 . EARTHING			0.0		866.9		0		8,284		162,300		6,492		81,277		0		0		258,353
TOTAL: 640 . ELECTRICAL & INSTRUMENTATION - PROCESS PLA			0.0		19,730.4		4,103,670		269,195		2,476,283		256,692		1,810,033		0		0		8,915,873
710 . TEMPORARY CONSTRUCTION EQUIPMENT
711 . TEMPORARY CONSTRUCTION EQUIPMENT			0.0		59,472.5		7,151,403		692,067		1,032,436		101,761		5,213,031		100,000		0		14,290,698
TOTAL: 710 . TEMPORARY CONSTRUCTION EQUIPMENT			0.0		59,472.5		7,151,403		692,067		1,032,436		101,761		5,213,031		100,000		0		14,290,698
720 . TEMPORARY CONSTRUCTION FACILITIES BUILDINGS
721 . TEMPORARY CONSTRUCTION FACILITIES B			0.0		4,381.6		1,600,902		120,308		43,844		249,512		580,612		0		0		2,595,178
TOTAL: 720 . TEMPORARY CONSTRUCTION FACILITIES BUILDING			0.0		4,381.6		1,600,902		120,308		43,844		249,512		580,612		0		0		2,595,178
730 . TEMPORARY CONSTRUCTION CAMP - GRUYERE
731 . ACCOMMODATION			0.0		2,089.1		832,000		105,159		0		177,688		191,361		902,131		0		2,208,339
732 . COMMON BUILDINGS			0.0		2,066.8		9,466		0		0		0		189,317		0		0		198,783
733 . SERVICES			0.0		3,860.6		17,682		63,882		851,760		0		353,625		0		0		1,286,949
TOTAL: 730 . TEMPORARY CONSTRUCTION CAMP - GRUYERE			0.0		8,016.5		859,148		169,041		851,760		177,688		734,303		902,131		0		3,694,071

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System/Report Id:	3.02.75 / rptEstimateSummaryByFacility_303	Page:	7 of 11

	Gruyere Gold Project	Estimate Summary By Facility
	Gold Road Resources Ltd	Report Currency: A - AUSTRALIAN    Include Other Currencies:☑
	Estimate Base Date: 30-Jun-2016

> Area	Quantity Unit	Freight Tonnes		LBHrs		Plant Equipment		Vendor Reps		Bulk Material		Freight		Labour		SubCont Distribs		Constn Equip		TOTAL
> Facility
750 . CONTRACTOR INDIRECTS
751 . CONTRACTOR CAMP & MEALS			0.0		0.0		0		335,994		0		0		0		5,710,575		0		6,046,569
752 . CONTRACTOR FLIGHTS			0.0		0.0		0		91,977		0		0		0		1,955,682		0		2,047,659
753 . CONTRACTOR OVERHEADS			0.0		0.0		0		952,619		78,000		0		15,397,999		3,623,377		0		20,051,995
TOTAL: 750 . CONTRACTOR INDIRECTS			0.0		0.0		0		1,380,590		78,000		0		15,397,999		11,289,634		0		28,146,223
760 . ENGINEERING
761 . EARLYWORKS ENGINEERING			0.0		16,829.9		0		67,718		0		0		2,702,650		6,000		0		2,776,368
762 . NON-PROCESS PLANT INFRASTRUCTURE (			0.0		1,377.9		153,000		11,493		31,171		0		275,550		0		0		471,214
763 . FEED - PROCESS PLANT			0.0		23,973.8		0		89,020		0		0		3,533,685		27,000		0		3,649,705
764 . DETAIL ENGINEERING DESIGN (DED) - PRO			0.0		90,640.0		0		328,797		0		0		13,130,075		21,750		0		13,480,622
765 . ENGINEERING SUPPORT TO IFC			0.0		1,152.0		0		4,608		0		0		184,320		0		0		188,928
766 . PROCESS PLANT - CONSTRUCTION MANAG			0.0		89,773.3		0		326,830		0		0		13,073,091		0		0		13,399,921
767 . VENDOR COMMISSIONING			0.0		2,387.0		0		26,935		0		0		477,400		600,000		0		1,104,335
768 . TECHNICAL COMMISSIONING			0.0		11,620.0		0		40,012		0		0		1,600,411		0		0		1,640,423
TOTAL: 760 . ENGINEERING			0.0		237,753.9		153,000		895,413		31,171		0		34,977,182		654,750		0		36,711,516

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	Gruyere Gold Project	Estimate Summary By Facility
	Gold Road Resources Ltd	Report Currency: A - AUSTRALIAN    Include Other Currencies:☑
	Estimate Base Date: 30-Jun-2016

> Area	Quantity Unit	Freight Tonnes		LBHrs		Plant Equipment		Vendor Reps		Bulk Material		Freight		Labour		SubCont Distribs		Constn Equip		TOTAL
> Facility
810 . PROJECT & CONSTRUCTION MANAGEMENT
811 . PERTH OFFICE			0.0		33,371.4		0		0		0		0		3,788,808		781,809		0		4,570,617
812 . SITE OFFICE			0.0		103,847.7		0		0		331,201		0		9,328,538		624,563		0		10,284,302
813 . OWNER’S TEAM CAMP ACCOMMODATION			0.0		0.0		0		0		0		0		0		657,000		0		657,000
814 . OWNER’S TEAM FIFO			0.0		0.0		0		0		0		0		0		500,571		0		500,571
817 . ENTERPRISE IT			0.0		0.0		0		0		0		0		0		59,868		0		59,868
818 . CONSULTANTS			0.0		6,624.0		0		0		0		0		1,069,050		1,131,008		0		2,200,058
819 . COMMUNICATIONS			0.0		0.0		0		0		0		0		0		1,286,204		0		1,286,204
TOTAL: 810 . PROJECT & CONSTRUCTION MANAGEMENT			0.0		143,843.1		0		0		331,201		0		14,186,396		5,041,023		0		19,558,620
820 . PRE-OPERATION EXPENSES
821 . OPERATIONAL READINESS			0.0		23,116.7		0		0		0		0		1,750,690		5,381,480		0		7,132,170
822 . MINE GEOLOGY			0.0		14,843.3		0		0		18,980		0		628,230		207,856		0		855,066
823 . MINING			0.0		42,400.8		0		0		50,297		0		2,295,675		686,800		0		3,032,772
824 . PROCESSING			0.0		68,593.9		0		0		18,980		0		3,488,508		845,379		0		4,352,867
825 . HSE			0.0		7,508.6		0		0		7,592		0		387,507		98,178		0		493,277
826 . SITE ADMINISTRATION			0.0		36,256.7		0		0		19,929		0		1,596,428		476,851		0		2,093,208
827 . SITE MANAGEMENT			0.0		15,955.7		0		0		64,532		0		1,644,654		254,153		0		1,963,339
TOTAL: 820 . PRE-OPERATION EXPENSES			0.0		208,675.7		0		0		180,310		0		11,791,692		7,950,697		0		19,922,699
850 . PERMITS & LICENCES
851 . TAXES, DUTIES , CUSTOMS			0.0		0.0		0		0		0		0		0		274,571		0		274,571
853 . PERMITS & LICENSES			0.0		0.0		0		0		0		0		0		81,500		0		81,500
TOTAL: 850 . PERMITS & LICENCES			0.0		0.0		0		0		0		0		0		356,071		0		356,071

User Id / DB:	QuestV3User / SERVER=SRVR02;DATABASE=GRR-QV3-GRP-Prodn	Run Date:	05:39 pm    19-Aug-2016
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	Gruyere Gold Project	Estimate Summary By Facility
	Gold Road Resources Ltd	Report Currency: A - AUSTRALIAN    Include Other Currencies:☑
	Estimate Base Date: 30-Jun-2016

> Area	Quantity Unit	Freight Tonnes		LBHrs		Plant Equipment		Vendor Reps		Bulk Material		Freight		Labour		SubCont Distribs		Constn Equip		TOTAL
> Facility
860 . FIRST FILLS
861 . GRINDING MEDIA			0.0		0.0		1,462,896		36,572		0		0		0		0		0		1,499,468
862 . REAGENTS			0.0		0.0		1,501,919		37,548		0		0		0		0		0		1,539,467
863 . FUEL / LUBRICANTS			0.0		0.0		100,000		7,500		0		0		0		0		0		107,500
TOTAL: 860 . FIRST FILLS			0.0		0.0		3,064,815		81,620		0		0		0		0		0		3,146,435
870 . CAPITAL & OPERATING SPARES
871 . OPERATING SPARES			0.0		0.0		2,722,665		120,214		0		108,908		0		0		0		2,951,787
872 . CAPITAL SPARES			0.0		0.0		3,204,032		83,304		0		128,162		0		0		0		3,415,498
873 . COMMMISSIONING SPARES			0.0		0.0		944,478		24,559		0		37,780		0		0		0		1,006,817
TOTAL: 870 . CAPITAL & OPERATING SPARES			0.0		0.0		6,871,175		228,077		0		274,850		0		0		0		7,374,102
880 . INSURANCES & FEES
882 . CONSTRUCTION WORK INSURANCE			0.0		0.0		0		0		0		0		0		394,129		0		394,129
884 . PUBLIC LIABILITY			0.0		0.0		0		0		0		0		0		100,000		0		100,000
885 . TRANSIT INSURANCE			0.0		0.0		0		0		0		0		0		73,432		0		73,432
TOTAL: 880 . INSURANCES & FEES			0.0		0.0		0		0		0		0		0		567,561		0		567,561
890 . CAPITAL EQUIPMENT
894 . LIGHT VEHICLES			0.0		0.0		2,027,190		50,680		0		0		0		0		0		2,077,870
895 . MEDIUM VEHICLES			0.0		0.0		787,300		19,683		0		0		0		0		0		806,983
896 . EMERGENCY VEHICLES			0.0		0.0		1,104,000		51,932		0		5,415		0		0		0		1,161,347
897 . MOBILE EQUIPMENT			0.0		0.0		2,403,212		62,301		0		21,436		0		0		0		2,486,949
TOTAL: 890 . CAPITAL EQUIPMENT			0.0		0.0		6,321,702		184,596		0		26,851		0		0		0		6,533,149

User Id / DB:	QuestV3User / SERVER=SRVR02;DATABASE=GRR-QV3-GRP-Prodn	Run Date:	05:39 pm    19-Aug-2016
System/Report Id:	3.02.75 / rptEstimateSummaryByFacility_303	Page:	10 of 11

	Gruyere Gold Project	Estimate Summary By Facility
	Gold Road Resources Ltd	Report Currency: A - AUSTRALIAN    Include Other Currencies:☑
	Estimate Base Date: 30-Jun-2016

> Area	Quantity Unit	Freight Tonnes		LBHrs		Plant Equipment		Vendor Reps		Bulk Material		Freight		Labour		SubCont Distribs		Constn Equip		TOTAL
> Facility
920 . PROJECT CONTINGENCY
923 . CONTINGENCY - OWNERS COST			0.0		0.0		0		0		0		0		0		42,500,000		0		42,500,000
TOTAL: 920 . PROJECT CONTINGENCY			0.0		0.0		0		0		0		0		0		42,500,000		0		42,500,000
TOTAL REPORT:			0.0		1,532,536.9		124,584,086		15,745,706		67,461,948		9,275,929		209,943,271		79,856,741		0		506,867,681

User Id / DB:	QuestV3User / SERVER=SRVR02;DATABASE=GRR-QV3-GRP-Prodn	Run Date:	05:39 pm    19-Aug-2016
System/Report Id:	3.02.75 / rptEstimateSummaryByFacility_303	Page:	11 of 11

	Gruyere Gold Project	Estimate Summary By Area
	Gold Road Resources Ltd	Report Currency: A - AUSTRALIAN    Include Other Currencies:☑
	Estimate Base Date: 30-Jun-2016

	Quantity Unit	Freight Tonnes		LBHrs		Plant Equipment		Vendor Reps		Bulk Material		Freight		Labour		SubCont Distribs		Constn Equip		TOTAL
> Area
110 . MINE DEVELOPMENT			0.0		6,879.4		0		0		0		0		29,662,193		5,204,655		0		34,866,848
120 . MINE SERVICES INFRASTRUCTURE			0.0		0.0		0		0		0		0		649,100		380,000		0		1,029,100
210 . SITE PREPARATION AND DRAINAGE			0.0		14,064.0		591,909		372,656		0		9,128		4,412,750		0		0		5,386,443
230 . PLANT SECURITY FENCING			0.0		1,160.8		477,350		51,336		0		76,071		97,730		0		0		702,487
240 . SURFACE WATER DIVERSION CHANNELS			0.0		8,661.7		0		137,490		0		0		1,833,224		0		0		1,970,714
310 . CRUSHING			0.0		51,750.9		5,392,532		685,960		6,470,247		811,683		4,313,056		0		0		17,673,478
320 . ORE STORAGE			0.0		30,367.1		1,057,558		335,607		3,663,326		125,141		2,522,910		0		0		7,704,542
330 . GRINDING & CLASSIFICATION			0.0		141,348.1		42,073,355		2,340,996		11,759,617		2,228,735		12,126,190		0		0		70,528,893
340 . LEACHING AND ADSORPTION			0.0		85,471.1		6,682,103		1,256,173		10,881,672		1,034,092		7,628,575		0		0		27,482,615
350 . ELUTION AND GOLD RECOVERY			0.0		27,219.7		4,283,985		438,857		2,375,182		196,435		2,429,451		0		0		9,723,910
360 . REAGENTS			0.0		9,947.1		1,549,866		103,885		500,053		78,767		883,014		0		0		3,115,585
370 . TAILINGS DISPOSAL			0.0		63,938.8		3,231,089		974,749		3,611,381		1,010,778		9,004,350		0		0		17,832,347
410 . AIR SERVICES			0.0		7,567.8		249,926		47,581		166,681		39,604		707,481		0		0		1,211,273
420 . WATER			0.0		24,463.9		3,681,338		301,894		1,209,597		135,232		2,831,131		0		0		8,159,192
430 . PIPING			0.0		17,811.6		0		173,886		2,252,872		118,587		1,641,991		0		0		4,187,336
440 . PLANT AREA BUILDINGS			0.0		6,611.7		1,458,830		76,614		225,265		89,815		546,312		0		0		2,396,836
450 . PROCESS AND SITE SERVICES			0.0		4,047.4		312,732		33,116		122,365		19,321		361,856		0		0		849,390

User Id / DB:	QuestV3User / SERVER=SRVR02;DATABASE=GRR-QV3-GRP-Prodn	Run Date:	06:47 pm    19-Aug-2016
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	Gruyere Gold Project	Estimate Summary By Area
	Gold Road Resources Ltd	Report Currency: A - AUSTRALIAN    Include Other Currencies:☑
	Estimate Base Date: 30-Jun-2016

	Quantity Unit	Freight Tonnes		LBHrs		Plant Equipment		Vendor Reps		Bulk Material		Freight		Labour		SubCont Distribs		Constn Equip		TOTAL
> Area
460 . LABORATORY			0.0		2,400.5		1,405,552		48,471		29,635		56,980		216,714		0		0		1,757,352
470 . COMMUNICATIONS			0.0		0.0		4,182,691		104,567		0		0		0		0		0		4,287,258
480 . SEWAGE TREATMENT			0.0		4,020.9		212,945		28,283		122,775		32,987		381,330		0		0		778,320
510 . ACCESS ROADS			0.0		67,936.1		424,384		680,715		0		21,059		8,603,067		0		0		9,729,225
520 . BOREFIELD			0.0		89,428.1		4,746,625		1,344,055		11,894,183		646,275		13,964,252		0		0		32,595,390
530 . PERMANENT VILLAGE			0.0		113,498.4		9,341,883		1,399,651		1,791,642		1,007,670		10,353,587		4,729,094		0		28,623,527
540 . AERODROME & STRIP			0.0		26,319.6		1,520,663		431,831		1,593		120,716		4,090,091		181,125		0		6,346,019
550 . ADMINISTRATION BUILDINGS			0.0		2,974.5		1,580,955		75,809		77,447		119,740		258,036		0		0		2,111,987
620 . OVERHEAD POWER LINES			0.0		42,774.0		0		280,617		5,281,410		209,759		5,733,632		0		0		11,505,418
630 . POWER STATION			0.0		0.0		0		0		0		0		0		0		0		0
640 . ELECTRICAL & INSTRUMENTATION - PROCESS PLANT			0.0		19,730.4		4,103,670		269,195		2,476,283		256,692		1,810,033		0		0		8,915,873
710 . TEMPORARY CONSTRUCTION EQUIPMENT			0.0		59,472.5		7,151,403		692,067		1,032,436		101,761		5,213,031		100,000		0		14,290,698
720 . TEMPORARY CONSTRUCTION FACILITIES BUILDINGS			0.0		4,381.6		1,600,902		120,308		43,844		249,512		580,612		0		0		2,595,178
730 . TEMPORARY CONSTRUCTION CAMP - GRUYERE			0.0		8,016.5		859,148		169,041		851,760		177,688		734,303		902,131		0		3,694,071
750 . CONTRACTOR INDIRECTS			0.0		0.0		0		1,380,590		78,000		0		15,397,999		11,289,634		0		28,146,223
760 . ENGINEERING			0.0		237,753.9		153,000		895,413		31,171		0		34,977,182		654,750		0		36,711,516
810 . PROJECT & CONSTRUCTION MANAGEMENT			0.0		143,843.1		0		0		331,201		0		14,186,396		5,041,023		0		19,558,620

User Id / DB:	QuestV3User / SERVER=SRVR02;DATABASE=GRR-QV3-GRP-Prodn	Run Date:	06:47 pm    19-Aug-2016
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	Gruyere Gold Project	Estimate Summary By Area
	Gold Road Resources Ltd	Report Currency: A - AUSTRALIAN    Include Other Currencies:☑
	Estimate Base Date: 30-Jun-2016

	Quantity Unit	Freight Tonnes		LBHrs		Plant Equipment		Vendor Reps		Bulk Material		Freight		Labour		SubCont Distribs		Constn Equip		TOTAL
> Area
820 . PRE-OPERATION EXPENSES			0.0		208,675.7		0		0		180,310		0		11,791,692		7,950,697		0		19,922,699
850 . PERMITS & LICENCES			0.0		0.0		0		0		0		0		0		356,071		0		356,071
860 . FIRST FILLS			0.0		0.0		3,064,815		81,620		0		0		0		0		0		3,146,435
870 . CAPITAL & OPERATING SPARES			0.0		0.0		6,871,175		228,077		0		274,850		0		0		0		7,374,102
880 . INSURANCES & FEES			0.0		0.0		0		0		0		0		0		567,561		0		567,561
890 . CAPITAL EQUIPMENT			0.0		0.0		6,321,702		184,596		0		26,851		0		0		0		6,533,149
920 . PROJECT CONTINGENCY			0.0		0.0		0		0		0		0		0		42,500,000		0		42,500,000
TOTAL REPORT:			0.0		1,532,536.9		124,584,086		15,745,706		67,461,948		9,275,929		209,943,271		79,856,741		0		506,867,681

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Corrs Chambers Westgarth

Annexure B

North Yamarna Tenements

Tenement Number	Project	Status	Tenement Number	Project	Status
Exploration Licences			Prospecting Licences
E38/1083	Yamarna	Granted	P38/3352	Yamarna	Granted
E38/1388	Yamarna	Granted	P38/3824	Yamarna	Granted
E38/1858	Yamarna	Granted	P38/3869	Yamarna	Granted
E38/1931	Yamarna	Granted	P38/3870	Yamarna	Granted
E38/2235	Yamarna	Granted	P38/3887	Yamarna	Granted
E38/2236	Yamarna	Granted	P38/3895	Yamarna	Granted
E38/2249	Yamarna	Granted	P38/3896	Yamarna	Granted
E38/2250	Yamarna	Granted	P38/4149	Yamarna	Granted
E38/2319	Yamarna	Granted	P38/4150	Yamarna	Granted
E38/2320	Yamarna	Granted	P38/4151	Yamarna	Granted
E38/2325	Yamarna	Granted	P38/4193	Yamarna	Granted
E38/2326	Yamarna	Granted	P38/4194	Yamarna	Granted
E38/2356	Yamarna	Granted	P38/4195	Yamarna	Granted
E38/2415	Yamarna	Granted	P38/4196	Yamarna	Granted
E38/2446	Yamarna	Granted	P38/4197	Yamarna	Granted
E38/2447	Yamarna	Granted	P38/4198	Yamarna	Granted
E38/2513	Yamarna	Granted
E38/2529	Yamarna	Granted
E38/2735	Yamarna	Granted
E38/2766	Yamarna	Granted
E38/2794	Yamarna	Granted
E38/2797	Yamarna	Granted
E38/2798	Yamarna	Granted
E38/2836	Yamarna	Granted
E38/2860	Yamarna	Granted
E38/2913	Yamarna	Granted
E38/2931	Yamarna	Granted
E38/2932	Yamarna	Application
E38/2964	Yamarna	Granted
E38/2965	Yamarna	Granted
E38/2966	Yamarna	Granted
E38/2987	Yamarna	Granted
E38/3041	Yamarna	Granted

Gruyere Project Joint Venture Agreement page 123

Corrs Chambers Westgarth

E38/3046	Yamarna	Application
E38/3047	Yamarna	Granted
E38/3048	Yamarna	Granted
E38/2178	Yamarna	Granted
E38/2362	Yamarna	Granted
E38/3077	Yamarna	Application

Gruyere Project Joint Venture Agreement page 124

Corrs Chambers Westgarth

Annexure C

South Yamarna Tenements

Tenement number	Status	Reporting Group
E38/2291	Granted
E38/2292	Granted
E38/2293	Granted
E38/2294	Granted
E38/2363	Granted
E38/2427	Granted
E38/2507	Granted
E38/2531	Granted
E38/2902	Granted
E38/2917	Granted
E38/2930	Granted
E38/2944	Granted
E38/2967	Granted
E38/2968	Granted
E38/3104	Granted
E38/3105	Granted
E38/3106	Granted
E38/2355	Granted
E38/3107	Granted
L38/236	Granted

Gruyere Project Joint Venture Agreement page 125

Corrs Chambers Westgarth

Annexure D

Confidentiality Undertaking

Gruyere Project Joint Venture Agreement page 126

Annexure D

Gruyere Joint Venture Agreement Confidentiality Undertaking

THIS DEED is made [insert date]

BY [insert full name and address of confidant] (Confidant)

Background

A Gold Road Resources Limited ABN 13 109 289 527 and Gruyere Mining Company Pty Ltd ACN 615 729 005 (collectively Participants) are participants in the Gruyere Joint Venture (Joint Venture) governed by an agreement made on [insert date] between the Participants (Joint Venture Agreement). [Insert Manager] is the manager of the Joint Venture (Manager).

B The Joint Venture Agreement obliges the Participants and the Manager to maintain confidentiality of information relating to the Joint Venture.

C The Confidant has or will have access to certain information relating to the Joint Venture for the purpose of [¹purchasing or otherwise acquiring the whole or part of the Interest of a Participant, or shares in a Participant or assessing or negotiating such a purchase / ¹acting as professional or other independent consultant or adviser to a Participant or the Manager in connection with the Joint Venture or its Interest in the Joint Venture ] (Permitted Purpose) and has undertaken to maintain confidentiality in relation to that information, on the terms set out in this deed.

The parties agree

1 Confidential Information

Unless otherwise agreed by the Participants, all information obtained in relation to the Joint Venture and which is not in the public domain (or which is in the public domain only as a consequence of a breach of this deed) (Confidential Information) shall be used only for the Permitted Purpose and must be kept confidential and shall not be disclosed by the Confidant otherwise than:

(a) to the extent required by legislation or other applicable legal requirement;

(b) if and to the extent it may be necessary or desirable to disclose to any government or government authority in connection with applications for consents, approvals, authorities

¹  Select whichever is appropriate

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or indications of no objection reasonably required or expected to be required in relation to the Permitted Purpose;

(c) to a recognised financial institution in connection with any loans sought to be arranged in connection with the Permitted Purpose;

(d) to any Participant or the Manager or any director, officer, employee of a Participant or the Manager;

(e) to any agent, contractor or consultant or adviser of the Manager or a Participant (as the case may be) for the Permitted Purpose;

(f) to the extent that the Confidant is acting as professional or other independent consultant or adviser to a Participant or the Manager, in any way and to any person that the Participant or Manager could disclose that Confidential Information, if disclosed for and on behalf of the Manager or Participant (as the case may be) for the Permitted Purpose and subject to compliance with the Manager or Participant’s obligations under the Joint Venture Agreement,

provided however that any disclosure pursuant to clauses 1.1(e) or 1.1(f) shall only be made subject to the person to whom disclosure is made covenanting and agreeing in favour of the Participants and the Manager to be bound by like provisions to this deed.

2 Continuing obligation

The Confidant shall continue to be bound by the terms of this deed notwithstanding that the Confidant’s involvement or connection with the Joint Venture may cease at any time in the future.

3 Term

The Confidant shall continue to be bound by the terms of this deed notwithstanding that the Confidant’s involvement or connection with GOR or the Joint Venture may cease at any time in the future.

4 General

(a) This deed contains the entire agreement between the parties in respect of its subject matter and takes the place of all previous agreements, understandings, representations and warranties about that subject matter.

(b) This deed is executed in favour of the Participants, the Manager and each of their Affiliates. The Participants, the Manager and each Affiliates has the benefit of, and is entitled to enforce this deed, even though it is not a party to this deed.

(c) This deed is irrevocable and may only be varied if the Participants, the Manager and the Confidant agree in writing.

(d) If a party does not exercise a right at any time in connection with a default under this deed, this does not mean that it has waived the right or cannot exercise it later.

(e) This deed is governed by the laws of Western Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Western Australia.

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5 Defined terms

In this deed, the following definitions apply unless the context requires otherwise:

Affiliate means, with respect to any corporation, another corporation which Controls, is Controlled by, or is under common Control with, such corporation.

Control has the meaning given to that term in section 50AA of the Corporations Act, and Controlled has a corresponding meaning.

Corporations Act means the Corporations Act 2001 (Cth).

6 Interpretation

In this deed the following rules of interpretation apply unless the contrary intention appears:

(a) headings are for convenience only and do not affect the interpretation of this deed;

(b) the singular includes the plural and vice versa;

(c) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

(d) the words ‘such as’, ‘including’, ‘particularly’ and similar expressions are not used as nor are intended to be interpreted as words of limitation;

(e) a reference to:

(i) a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;

(ii) a party is a reference to GFA and GFAM or the Confidant and includes their successors and permitted assigns;

(iii) a document includes all amendments or supplements to that document;

(iv) a clause, term, party, schedule or attachment is a reference to a clause or term of, or party, schedule or attachment to this deed;

(v) this deed includes all schedules and attachments to it; and

(f) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this deed or any part of it.

Executed as a deed.

[insert execution clauses]

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Corrs Chambers Westgarth

Annexure E

Auditor’s Confidentiality Undertaking

Gruyere Project Joint Venture Agreement page 127

Annexure E

Gruyere Joint Venture Agreement Auditor Confidentiality Undertaking

THIS DEED is made [insert date]

BY [insert full name and address of confidant] (Confidant)

Background

A Gold Road Resources Limited ABN 13 109 289 527 (GOR) and Gruyere Mining Company Pty Ltd ACN 615 729 005 (GFA) are participants in the Gruyere Joint Venture (Joint Venture) governed by an agreement made on [insert date] between the Participants (Joint Venture Agreement) and [insert] (Manager) is the manager of the Joint Venture.

B The Joint Venture Agreement obliges GFA and Gruyere Management Pty Ltd ACN 615 728 795 (GFAM) to provide the Confidant with certain information in relation to the bulk purchasing and bulk ordering of goods and services for the operations of GFA and its Affiliates.

C The Confidant has or will have access to certain information relating to GFA, GFAM or their Affiliates and has undertaken to maintain confidentiality in relation to that information, on the terms set out in this deed.

The parties agree

1 Confidentiality obligations

(a) The Confidant covenants for the benefit of GFA and its Affiliates:

(i) to keep confidential the Confidential Information and to use it solely for the Approved Purpose; and

(ii) to not use any Confidential Information to the competitive disadvantage of GFA or its Affiliates.

(b) Subject to sub-clause (c), the Confidant may disclose Confidential Information to its Representatives to the extent that the relevant person needs that information for the Approved Purpose.

(c) The Confidant must:

(i) before disclosing Confidential Information to a Representative of the Confidant, ensure that each Representative of the Confidant is made aware of the Confidant’s obligations under this deed and ensure that such Representative complies with the terms of this deed as if it were the Confidant; and

(ii) on request by GFA, provide written notice to GFA of the identity of any Representative of the Confidant that has received, or is to receive, the Confidential Information.

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(d) The Confidant must take reasonable steps to protect the Confidential Information and keep it secure from unauthorised persons.

(e) The Confidant must inform GFA and GFAM as soon as reasonably practicable if the Confidant becomes aware of, or suspects that there has been a breach of this deed. The Confidant must promptly do anything which GFA and GFAM reasonably requires to prevent or restrain a suspected or actual breach of this deed.

(f) This deed does not give the Confidant or any other person any right, title or interest in the Confidential Information.

(g) Nothing in this deed prevents the disclosure by the Confidant of Confidential Information to the extent that it is required by law, regulation, legal process, order of any government agency or the rules of a recognised stock exchange, provided that the Confidant must only disclose the minimum amount of information necessary to comply with the requirement and, to the extent permitted by law and as is reasonably practicable must:

(i) promptly notify GFA and GFAM of the requirement to disclose the Confidential Information and provide details of the circumstances of the proposed disclosure; and

(ii) consult with GFA and GFAM as to the form of disclosure to be made and take account of any reasonable comments of GFA and GFAM which are provided to it.

(h) The Confidant acknowledges that its obligations under this clause 2 are in addition to, and nothing in this deed limits, any common law or equitable obligations of confidence owed to GFA and GFAM or its Affiliate by the Confidant or its Representatives.

2 Term

The Confidant shall continue to be bound by the terms of this deed notwithstanding that the Confidant’s involvement or connection with GOR or the Joint Venture may cease at any time in the future.

3 General

(a) This deed contains the entire agreement between the parties in respect of its subject matter and takes the place of all previous agreements, understandings, representations and warranties about that subject matter.

(b) This deed is executed in favour of GFA and GFAM and each of its Affiliates. GFA and GFAM and each Affiliate has the benefit of, and is entitled to enforce this deed, even though it is not a party to this deed.

(c) This deed is irrevocable and may only be varied if GFA and GFAM and the Confidant agree in writing.

(d) If either party does not exercise a right at any time in connection with a default under this deed, this does not mean that it has waived the right or cannot exercise it later.

(e) This deed is governed by the laws of Western Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Western Australia.

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4 Defined terms

In this deed, the following definitions apply unless the context requires otherwise:

Affiliate means, with respect to any corporation, another corporation which Controls, is Controlled by, or is under common Control with, such corporation.

Approved Purpose means the sole purpose of enabling the Confidant to confirm, without disclosure of the Confidential Information, whether or not GFA and GFAM are in compliance with clause 6.11(a) of the Joint Venture Agreement.

Confidential Information, in relation to GFA and GFAM, means:

(a) all information (whether written or oral and regardless of form) relating to GFA and GFAM and its Affiliate disclosed or made available after the date of this deed by GFA and GFAM or its Representatives to the Confidant or its Representatives in connection with the Joint Venture Agreement; and

(b) all information (regardless of form) prepared by or on behalf of the Confidant or its Representatives which is based on or derived from, or which includes, incorporates or refers to, any of the foregoing information.

Control has the meaning given to that term in section 50AA of the Corporations Act, and Controlled has a corresponding meaning.

Corporations Act means the Corporations Act 2001 (Cth).

Representative, in relation to a party, means:

(a) an Affiliate of the party; and

(b) officers, employees, agents and contractors of the party or an Affiliate of the party.

5 Interpretation

In this deed the following rules of interpretation apply unless the contrary intention appears:

(a) headings are for convenience only and do not affect the interpretation of this deed;

(b) the singular includes the plural and vice versa;

(c) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

(d) the words ‘such as’, ‘including’, ‘particularly’ and similar expressions are not used as nor are intended to be interpreted as words of limitation;

(e) a reference to:

(i) a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;

(ii) a party is a reference to GFA and GFAM or the Confidant and includes their successors and permitted assigns;

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(iii) a document includes all amendments or supplements to that document;

(iv) a clause, term, party, schedule or attachment is a reference to a clause or term of, or party, schedule or attachment to this deed;

(v) this deed includes all schedules and attachments to it; and

(f) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this deed or any part of it.

Dated:

Executed as a deed

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Corrs Chambers Westgarth

Annexure F

Area of Interest

Gruyere Project Joint Venture Agreement page 128

[

Corrs Chambers Westgarth

Annexure G

Standing Pre-Approved List

Gruyere Project Joint Venture Agreement page 129

Annexure F

1 Standing Pre-approved List

No	Company
1.	Goldcorp Inc.
2.	Barrick Gold Corporation
3.	Newmont Mining Corporation
4.	Newcrest Mining Limited
5.	Randgold Resources Ltd
6.	Agnico Eagle Mines Limited
7.	Eldorado Gold Corporation
8.	AngloGold Ashanti Limited
9.	Yamana Gold Inc.
10.	Kinross Gold Corporation
11.	Sibanye Gold Ltd
12.	Acacia Mining PLC
13.	B2Gold Corporation
14.	IAMGOLD Corporation
15.	Hecla Mining Company
16.	Harmony Gold Mining Co Ltd
17.	New Gold Inc
18.	OceanaGold Corporation
19.	Tahoe Resources Inc.
20.	Evolution Mining Limited
21.	Northern Star Resources Ltd

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22.	Saracen Mineral Holdings Limited
23.	Independence Group NL
24.	Regis Resources Limited
25.	St Barbara Ltd
26.	Alacer Gold Corp.
27.	Newmarket Gold Inc.
28.	Primero Mining Corp.
29.	Torex Gold Resources Inc.

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EX-4.21

Exhibit 4.21

REVOLVING CREDIT FACILITY AGREEMENT

amongst

ABSA BANK LIMITED

(acting through its Corporate and Investment Banking division)

GFI JOINT VENTURE HOLDINGS PROPRIETARY LIMITED

GOLD FIELDS OPERATIONS LIMITED

and

THE ORIGINAL GUARANTORS LISTED IN SCHEDULE 1

TABLE OF CONTENTS

1.	PARTIES	1
2.	DEFINITIONS AND INTERPRETATION	1
3.	INTRODUCTION	36
4.	THE FACILITY	36
5.	CONDITIONS OF UTILISATION	37
6.	UTILISATION OF FACILITY	39
7.	INTEREST	41
8.	INTEREST PERIODS	45
9.	REPAYMENTS	47
10.	PREPAYMENTS	47
11.	FEES	52
12.	TAX GROSS UP AND INDEMNITIES	52
13.	INCREASED COSTS	56
14.	COSTS AND EXPENSES	57
15.	GUARANTEE AND INDEMNITY	58
16.	REPRESENTATIONS AND WARRANTIES	62
17.	INFORMATION UNDERTAKINGS	71
18.	FINANCIAL COVENANTS	78
19.	GENERAL UNDERTAKINGS	79
20.	DEFAULT	88
21.	CHANGE OF PARTY	96
22.	CHANGES TO THE OBLIGORS	99
23.	PAYMENT MECHANICS	102
24.	CONFIDENTIALITY	103
25.	SET-OFF	105
26.	NOTICES AND DOMICILIA	105
27.	GENERAL	108

SCHEDULE 1:	ORIGINAL GUARANTORS	109
SCHEDULE 2:	ADVANCE CONDITION DOCUMENTS	110
SCHEDULE 3:	FORM OF UTILISATION REQUEST	113
SCHEDULE 4:	SILICOSIS LITIGATION	115
SCHEDULE 5:	FORM OF ACCESSION UNDERTAKING	116
SCHEDULE 6:	FORM OF RESIGNATION LETTER	118
SCHEDULE 7:	FORM OF COMPLIANCE CERTIFICATE	119
SCHEDULE 8:	PERMITTED TRANSFEREES	120

Page 1.

REVOLVING CREDIT FACILITY AGREEMENT

1. PARTIES

1.1 The Parties to this Agreement are:

1.1.1 ABSA BANK LIMITED (acting through its Corporate and Investment Banking division);

1.1.2 GFI JOINT VENTURE HOLDINGS PROPRIETARY LIMITED (as Original Borrower);

1.1.3 GOLD FIELDS OPERATIONS LIMITED (as Original Borrower);

and

1.1.4 THE ORIGINAL GUARANTORS LISTED IN SCHEDULE 1 (as Original Guarantors).

1.2 The Parties agree as set out below.

2. DEFINITIONS AND INTERPRETATION

2.1 In this Agreement and in the other Finance Documents, unless the context dictates otherwise or unless otherwise defined in a Finance Document, the words and expressions set forth below shall bear the following meanings and cognate expressions shall bear corresponding meanings:

2.1.1 “ABSA” means ABSA Bank Limited (Registration No. 1986/004794/06), a public company and registered bank duly incorporated according to the company and banking laws of South Africa;

2.1.2 “Accession Undertaking” means:

2.1.2.1 in relation to any Additional Borrower, an undertaking substantially in the form set out in Schedule 5 (Form of Accession Undertaking) delivered or to be delivered to the Facility Agent and by which an Additional Borrower will become a Party to this Agreement; and

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2.1.2.2 in relation to any Additional Guarantor, an undertaking substantially in the form set out in Schedule 5 (Form of Accession Undertaking) delivered or to be delivered to the Facility Agent and by which an Additional Guarantor will become a Party to this Agreement;

2.1.3 “Additional Borrower” means any company which has become a Party as a Borrower in accordance with clause 22.2 (Additional Borrowers);

2.1.4 “Additional Guarantor” means any company which has become a Party as a Guarantor in accordance with clause 22.4 (Additional Guarantors);

2.1.5 “Additional Obligor” means an Additional Borrower and/or an Additional Guarantor;

2.1.6 “Agreement” means this Revolving Credit Facility Agreement and its Schedules;

2.1.7 “Applicable Anti-Corruption Law” means any anti-corruption or other similar law applicable to the business conducted by a Material Group Company at the relevant time in any jurisdiction in which that Material Group Company conducts business;

2.1.8 “Arranger” means ABSA;

2.1.9 “Associate” has the meaning given to such term in clause 2.2.1.1 (Consolidated EBITDA) of this Agreement;

2.1.10 “Auditors” means, at any time, the auditors of the Parent at that time, being KPMG as at the Signature Date, and any replacement of those auditors appointed by the Parent;

2.1.11 “Australian Obligor” means Gruyere Holdings;

2.1.12 “Availability Period” means the period commencing on the CP Satisfaction Date and ending on the earlier of:

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2.1.12.1 the date on which the Available Facility is cancelled in terms of this Agreement; and

2.1.12.2 the date which is 1 (one) Month prior to the Final Maturity Date;

2.1.13 “Available Commitment” means, in relation to any Lender, that Lender’s Commitment minus (subject as set out below):

2.1.13.1 the amount of its participation in any outstanding Loans; and

2.1.13.2 in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date;

provided that for the purposes of calculating a Lender’s Available Commitment in relation to any proposed Utilisation, that Lender’s participation in any Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date shall not be deducted from that Lender’s Commitment;

2.1.14 “Available Facility” means the aggregate for the time being of each Lender’s Available Commitment;

2.1.15 “Base Rate” means, subject to clause 8.1.3, JIBAR or where it is not possible to determine JIBAR on any Reset Date, the ZAR-JIBAR-Reference Banks Rate;

2.1.16 “Borrowers” means the Original Borrowers and each Additional Borrower, unless it has ceased to be a Borrower in accordance with clause 0 (Change to the Obligors), and a reference to “Borrower” shall be any one of them as the context requires;

2.1.17 “Breakage Costs” means the amount (if any) by which:

2.1.17.1 the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a

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Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

2.1.17.2 the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Johannesburg interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period;

2.1.18 “BVI Obligors” means Gold Fields Orogen Holding (BVI) Limited, Gold Fields Holdings Company (BVI) Limited and Gold Fields Ghana Holdings (BVI) Limited;

2.1.19 “Business Day” means any day (other than a Saturday, Sunday or an official public holiday in South Africa within the meaning of the Public Holidays Act, 1994) on which banks generally are open for business in Johannesburg;

2.1.20 “Cerro Corona Operation” means the gold and copper mine in Peru owned and operated by the Cerro Corona Subsidiary;

2.1.21 “Cerro Corona Subsidiary” means Gold Fields La Cima S.A.;

2.1.22 “Commitment” means:

2.1.22.1 in relation to the Original Lender, R500 000 000 (Five Hundred Million Rand); and

2.1.22.2 in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

in each case, (a) to the extent not cancelled, reduced or transferred by it

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under this Agreement, and (b) exclusive of any accrued and unpaid or capitalised interest;

2.1.23 “Companies Act” means the Companies Act, 71 of 2008;

2.1.24 “Compliance Certificate” means a certificate substantially in the form of the letter set out in Schedule 7 (Form of Compliance Certificate);

2.1.25 “Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the Loan Market Association or in any other form agreed between the Parent and the Facility Agent;

2.1.26 “Constitutional Documents” means, in respect of any person at any time, the then current and up-to-date constitutional documents of such person at such time (including, without limitation, such person’s memorandum of incorporation, certificate of incorporation, articles of incorporation or commercial registration certificate);

2.1.27 “CP Satisfaction Date” means the date upon which the conditions set out in clause 5.1 have been fulfilled or, where capable of waiver, waived, as the case may be;

2.1.28 “Default” means an Event of Default or any event or circumstances specified in clause 20.1 (Events of Default) which would (with the expiry of a grace period, the giving of notice or the making of any determination under the Finance Documents or any combination of the foregoing) be an Event of Default;

2.1.29 “Encumbrance” means:

2.1.29.1 any mortgage, pledge, lien, assignment or cession conferring security, hypothecation, security interest, preferential right or trust arrangement or other encumbrance securing any obligation of any person; or

2.1.29.2 any arrangement under which money or claims to, or for the benefit of, a bank or other account may be applied, set off or made

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subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person; or

2.1.29.3 any other type of preferential agreement or arrangement (including any title transfer and retention arrangement), the effect of which is the creation of a security interest;

2.1.30 “Environmental Claim” means any claim, proceeding or investigation by any person in respect of any Environmental Law;

2.1.31 “Environmental Law” means any law applicable to the business conducted by a Material Group Company at the relevant time in any jurisdiction in which that Material Group Company conducts business which relates to the pollution, degradation or protection of the environment or harm to or the protection of human health or the health of animals or plants;

2.1.32 “Environmental Permits” means any permit, licence, consent, approval and other authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any Material Group Company conducted on or from the properties owned or used by that Material Group Company;

2.1.33 “Event of Default” means any event or circumstance specified as such in clause 20.1 (Events of Default);

2.1.34 “Facility” means the revolving credit facility made available to the Borrowers under this Agreement as described in clause 4 (The Facility);

2.1.35 “Facility Agent” means ABSA;

2.1.36 “Fee Letter” means any letter or letters between the Arranger and the Original Borrowers or the Facility Agent and the Original Borrowers setting out any of the fees referred to in clause 11 (Fees);

2.1.37 “Final Maturity Date” means the 3rd anniversary of the CP Satisfaction Date;

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2.1.38 “Finance Documents” means:

2.1.38.1 this Agreement;

2.1.38.2 any Fee Letter;

2.1.38.3 any Utilisation Request;

2.1.38.4 any Accession Undertaking;

2.1.38.5 any other agreement or document at any time designated a Finance Document by written agreement between the Facility Agent and the Borrowers; and

2.1.38.6 any amendment agreement to any of the Finance Documents referred to in clauses 2.1.38.1 to 2.1.38.5 above;

and “Finance Document” means, as the context requires, any of them;

2.1.39 “Finance Party” means:

2.1.39.1 each Lender; and

2.1.39.2 the Facility Agent;

and “Finance Parties” means, as the context requires, all of them;

2.1.40 “Financial Close Documents” means all of the documents and other evidence listed in Schedule 2 (Financial Close Documents);

2.1.41 “Financial Covenants” means the financial covenants and ratios set out in clause 18.1 (Financial Condition);

2.1.42 “GAAP” means the generally accepted accounting principles set out in IFRS;

2.1.43 “GFIJVH” means GFI Joint Venture Holdings Proprietary Limited (Registration No. 1998/023354/07), a private company duly incorporated according to the company laws of South Africa;

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2.1.44 “GF Ghana” means Gold Fields Ghana Holdings (BVI) Limited (Registration No. 651405), a limited liability company duly incorporated according to the company laws of the British Virgin Islands;

2.1.45 “GF Holdings” means Gold Fields Holdings Company (BVI) Limited (Registration No. 651406), a limited liability company duly incorporated according to the company laws of the British Virgin Islands;

2.1.46 “GFO” means Gold Fields Operations Limited (Registration No. 1959/003209/06), a public company duly incorporated according to the company laws of South Africa;

2.1.47 “GFOH” means Gold Fields Orogen Holding (BVI) Limited (Registration No. 184982), a limited liability company duly incorporated according to the company laws of the British Virgin Islands;

2.1.48 “Ghanaian Companies” means Gold Fields Ghana Limited and Abosso Goldfields Limited and “Ghanaian Company” means either of them as required by the context;

2.1.49 “Gruyere Holdings” means Gruyere Holdings Pty Ltd ABN 65 615 728 491, a limited liability company duly incorporated under the laws of Western Australia, Australia;

2.1.50 “Group” means the Borrowers, Parent, the Guarantors and their Subsidiaries from time to time;

2.1.51 “Group Company” means any member of the Group and “Group Companies” means, as the context requires, all of them;

2.1.52 “GST” has the meaning given in the GST Act;

2.1.53 “GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

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2.1.54 “Guarantors” means the Original Guarantors and each Additional Guarantor, unless it has ceased to be a Guarantor in accordance with clause 0 (Change to the Obligors), and a reference to “Guarantor” shall be to any one of them as the context requires;

2.1.55 “IFRS” means International Financial Reporting Standards issued and/or adopted by the International Accounting Standards Board;

2.1.56 “Interest Period” means, in relation to a Loan, each period determined in accordance with clause 8 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause 7.4 (Default Interest);

2.1.57 “JIBAR” means, in relation to any Interest Period, the rate for the period which most closely approximates such Interest Period which appears on the Reuters Screen SAFEY Page as at 11h00 Johannesburg time on the first day of such Interest Period;

2.1.58 “JSE” means the exchange operated by JSE Limited;

2.1.59 “JSE Listings Requirements” means the listings requirements for public listed companies published by JSE Limited in accordance with the provisions of the Financial Markets Act, 2012;

2.1.60 “Lender” means:

2.1.60.1 the Original Lender; and

2.1.60.2 any bank or financial institution which has become a Party in accordance with clause 21 (Change of Party),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement;

2.1.61 “Loan” means a loan made or to be made under the Facility or (as the context may require) the principal amount outstanding for the time being of that loan;

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2.1.62 “Majority Lenders” means:

2.1.62.1 if there are no Loans then outstanding, a Lender or Lenders whose Commitments aggregate more than 662/3% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 662/3% of the Total Commitments immediately prior to the reduction); or

2.1.62.2 at any other time, a Lender or Lenders whose participations in the Loans then outstanding aggregate more than 662/3% of all the Loans then outstanding;

2.1.63 “Margin” means 2.55% (two point fifty five percent) (which includes, subject to clause 13 (Increased Costs), all statutory, liquid and reserve costs, the Lenders’ credit margin and all other regulatory costs);

2.1.64 “Market Capitalisation” means the product obtained as a result of multiplying (A) by (B), where (A) is the average closing price for the issued shares of the Parent on the Johannesburg Stock Exchange during the 30 day period prior to the date the relevant Obligor or Material Group Company has entered into a legally binding commitment to make the relevant acquisition or investment or the relevant sale, lease, transfer or other disposal (as applicable) and (B) is the total number of shares (including, without double counting those represented by American depository receipts) issued by the Parent;

2.1.65 “Material Adverse Effect” means a material adverse effect on:

2.1.65.1 the business, operations, property or financial condition of the Group taken as a whole;

2.1.65.2 the ability of an Obligor to perform its financial or other material obligations under the Finance Documents to which it is a party; or

2.1.65.3 the validity and enforceability of the Finance Documents or any of them;

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2.1.66 “Material Group Companies” means:

2.1.66.1 each Obligor; and

2.1.66.2 any Group Company from time to time that is not a Non-Material Group Company,

and “Material Group Company” means, as the context requires, any one of them;

2.1.67 “Month” means a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day but one in the next calendar month, except that:

2.1.67.1 subject to clause 2.1.67.3, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

2.1.67.2 if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

2.1.67.3 if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end;

2.1.68 “Newshelf” means Newshelf 899 Proprietary Limited (Registration No. 2007/019941/07), a private company duly incorporated according to the company laws of South Africa;

2.1.69 “NYSE” means the New York Stock Exchange operated by NYSE Euronext;

2.1.70 “Non-Material Group Company” means, at any time, a member of the Group (other than an Obligor) which had EBITDA (determined on

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the same basis as Consolidated EBITDA) or gross assets in its most recently ended Financial Year (on a consolidated basis taking into account it and its Subsidiaries only) less than or equal to 10% (ten percent) of Consolidated EBITDA (but including, for these purposes only, the net income of any Project Finance Subsidiaries) or gross assets of the Group (calculated according to the most recent set of audited consolidated financial statements delivered pursuant to clause 17.1 (Financial Statements)). Compliance with the aforementioned condition shall be determined by reference to the latest audited financial statements of such member of the Group (consolidated in the case of a member of the Group which itself has Subsidiaries), provided that:

2.1.70.1 if in the case of any member of the Group, which itself has Subsidiaries, and in respect of which no consolidated financial statements are prepared and audited, its consolidated EBITDA and gross assets shall be determined on the basis of pro forma consolidated financial statements of the relevant member of the Group and its Subsidiaries, prepared for this purpose by the Parent;

2.1.70.2 if any intra-Group transfer or re-organisation takes place, the audited financial statements of the Group Company and all relevant members of the Group shall be adjusted by the Parent in order to take into account such intra-Group transfer or re-organisation; and

2.1.70.3 the audited financial statements of the Group and any relevant member of the Group shall be adjusted in such a manner as the Auditors think fair and appropriate to take account of the acquisition or disposal of any member of the Group or any business of any member of the Group, after the date or at which the audited financial statements of the Group are made up.

Should there be any dispute regarding whether any member of the Group is or is not a Non-Material Group Company such dispute shall be

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referred, at the request of the Facility Agent, to the Auditors and a report by the Auditors that a member of the Group is or is not a Non-Material Group Company shall, in the absence of manifest error, be conclusive and binding on all Parties. The costs of obtaining the report by the Auditors will be borne by the unsuccessful party to the dispute;

2.1.71 “Obligor” means:

2.1.71.1 a Borrower;

2.1.71.2 a Guarantor; or

2.1.71.3 any other person comprising a Group Company, designated as an Obligor by agreement between the Facility Agent, the Parent and such person from time to time, and who accedes to this Agreement as an Additional Obligor,

and “Obligors” means, as the context requires, all of them;

2.1.72 “Original Borrowers” means:

2.1.72.1 GFIJVH; and

2.1.72.2 GFO,

and “Original Borrower” means, as the context requires, any of them;

2.1.73 “Original Financial Statements” means the unaudited consolidated financial statements of the Parent for the Financial Year ended 31 December 2016;

2.1.74 “Original Guarantors” means the parties listed in Schedule 1 (Original Guarantors);

2.1.75 “Original Lender” means ABSA;

2.1.76 “Parent” means Gold Fields Limited (Registration No. 1968/004880/06), a public company duly incorporated according to the company laws of South Africa and listed on both the JSE and the NYSE;

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2.1.77 “Parties” means:

2.1.77.1 the Lenders;

2.1.77.2 the Borrowers;

2.1.77.3 the Facility Agent; and

2.1.77.4 the Guarantors,

and “Party” means, as the context requires, any one of them;

2.1.78 “Permitted Disposal” means any sale, lease, transfer or other disposal:

2.1.78.1 by an Obligor or any member of the Group of obsolete or redundant assets which are no longer required for the efficient operation of the business of such Obligor or such member of the Group; or

2.1.78.2 by an Obligor or any member of the Group in the ordinary course of its day-to-day business if that sale, lease, transfer or other disposal is not otherwise restricted by a term of any Finance Document; or

2.1.78.3 by an Obligor to another Obligor, other than to an Additional Obligor; or

2.1.78.4 by a member of the Group that is not an Obligor to an Obligor; or

2.1.78.5 by an Obligor to an Additional Obligor or to a member of the Group that is not an Obligor if such sale, lease, transfer or other disposal is concluded at arm’s length; or

2.1.78.6 by a member of the Group that is not an Obligor to another member of the Group that is not an Obligor; or

2.1.78.7 by any member of the Group to any other person where the higher

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of the market value or consideration receivable when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal by any member of the Group (other than a sale, lease, transfer or other disposal referred to in clauses 2.1.78.1, 2.1.78.2, 2.1.78.3, 2.1.78.4, 2.1.78.5, 2.1.78.6 and 2.1.78.8) does not exceed 25% (twenty-five percent) of the Market Capitalisation in any Financial Year subject to a maximum of 30% (thirty percent) of the Market Capitalisation at such time in aggregate during the period from the date of this Agreement to the Final Maturity Date; or

2.1.78.8 for which the Facility Agent has given its prior written consent (acting on the instructions of the Majority Lenders);

2.1.79 “Permitted Encumbrance” means:

2.1.79.1 any Encumbrance created prior to the Signature Date which has been disclosed:

a) in writing to the Facility Agent prior to the Signature Date; or

b) in the Original Financial Statements,

and which only secures indebtedness outstanding at the Signature Date if the principal amount or original facility thereby secured is not increased after the Signature Date;

2.1.79.2 any title transfer or retention arrangement entered into by any Group Company in the normal course of the trading activities and on terms no worse for that Group Company than the standard terms of the relevant supplier;

2.1.79.3 any netting or set-off arrangement entered into by any Group Company in the ordinary course of its banking arrangements (which shall include, for the avoidance of doubt, those pursuant to

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hedging arrangements in relation to gold, silver, copper and other commodity prices, foreign exchange rates and interest rates where such arrangements are entered into for the purposes of providing protection against fluctuation in such rates or prices in the ordinary course of business), for the purpose of netting debit and credit balances;

2.1.79.4 any lien arising by operation of law and in the ordinary course of trading and not by reason of any default (whether in payment or otherwise) of any Group Company;

2.1.79.5 any Encumbrance over or affecting (or transaction described in clause 19.3 (Negative Pledge) (“Quasi-Encumbrance”) affecting) any asset acquired by a member of the Group after the date of this Agreement if:

a) the Encumbrance or Quasi-Encumbrance was not created in contemplation of the acquisition of that asset by a member of the Group;

b) the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a member of the Group; and

c) the Encumbrance or Quasi-Encumbrance is (other than an Encumbrance or Quasi-Encumbrance otherwise permitted pursuant to clauses 2.1.79.2, 2.1.79.3, 2.1.79.4, 2.1.79.6, 2.1.79.7, 2.1.79.8 or 2.1.79.9) removed or discharged within 6 (six) Months of the date of acquisition of such asset;

2.1.79.6 any Encumbrance or Quasi-Encumbrance over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Encumbrance or Quasi-Encumbrance is created prior to the date on which that company becomes a member of the Group, if:

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a) the Encumbrance or Quasi-Encumbrance was not created in contemplation of the acquisition of that company;

b) the principal amount secured has not increased in contemplation of or since the acquisition of that company; and

c) the Encumbrance or Quasi-Encumbrance is (other than an Encumbrance or Quasi-Encumbrance otherwise permitted pursuant to clauses 2.1.79.2, 2.1.79.3, 2.1.79.4, 2.1.79.6, 2.1.79.7, 2.1.79.8 or 2.1.79.9) removed or discharged within 6 (six) Months of that company becoming a member of the Group;

2.1.79.7 any Encumbrance or Quasi-Encumbrance granted in respect of Project Finance Borrowings over assets of, or the shares in, a Project Finance Subsidiary;

2.1.79.8 in respect of Encumbrances or Quasi-Encumbrances over or affecting any asset of any Material Group Company, any Encumbrance or Quasi-Encumbrance securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Encumbrance or Quasi-Encumbrance other than any permitted under clauses 2.1.79.1 to 2.1.79.7 above and clauses 2.1.79.9 and 2.1.79.10 below) does not at any time exceed 12% (twelve percent) of Consolidated Tangible Net Worth (or its equivalent in another currency) (but adjusted to include the net value of new assets acquired since the last date of the latest set of consolidated annual financial statements of the Group);

2.1.79.9 any other Encumbrance or Quasi-Encumbrance created with the prior written approval of the Facility Agent (acting on the instructions of the Majority Lenders);

2.1.79.10 any Encumbrance or Quasi-Encumbrance granted in respect of

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Financial Indebtedness incurred in connection with the Cerro Corona Operation over the business or assets of the Cerro Corona Subsidiary or over the Ownership Interests in the Cerro Corona Subsidiary provided that the amount of Financial Indebtedness secured by all such Encumbrances or Quasi-Encumbrances permitted by this clause 2.1.79.10 does not at any time in aggregate exceed US$200 000 000 (Two Hundred Million United States Dollars) (or its equivalent). In this clause 2.1.79.10 “Ownership Interests” means:

a) the shares issued by the Cerro Corona Subsidiary;

b) any shareholder loans made to the Cerro Corona Subsidiary;

c) to the extent required by Peruvian law, the shares in the holding company which directly owns the shares issued by the Cerro Corona Subsidiary provided that such holding company’s sole assets are shares issued by, and any loans made by it to, the Cerro Corona Subsidiary and its sister company, Mineral Gold Fields S.A.

2.1.80 “Permitted Guarantee” means:

2.1.80.1 any guarantees of any Financial Indebtedness of any member of the Group;

2.1.80.2 any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph 2.1.79.3 of the definition of “Permitted Encumbrance”;

2.1.80.3 any guarantees or indemnities outstanding on the date of this Agreement; or

2.1.80.4 any guarantees not falling within paragraph 2.1.80.1, 2.1.80.2 or 2.1.80.3 above so long as the aggregate amount of such guarantees outstanding at any time when aggregated with the amount of any

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loans permitted pursuant to paragraph 2.1.82.6 of “Permitted Loan” does not exceed $250,000,000 (or its equivalent) at any time;

2.1.81 “Permitted Indebtedness” means Financial Indebtedness:

2.1.81.1 arising under the Finance Documents;

2.1.81.2 arising under any environmental bond which any member of the Group is required to issue under any applicable law;

2.1.81.3 arising in connection with the Cerro Corona Operation up to a maximum aggregate amount of US$200 000 000 (Two Hundred Million United States Dollars) (or its equivalent);

2.1.81.4 arising under any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price but not for speculative purposes;

2.1.81.5 of the Group existing and available on the date of this Agreement (or, of any person that becomes a member of the Group from time to time, provided that, such Financial Indebtedness existed at the time such person became a member of the Group and was not created in anticipation thereof);

2.1.81.6 between Group Companies to the extent incurred for the purposes of financing capital expenditure of the Group and general corporate and working capital requirements; or

2.1.81.7 not falling within clauses 2.1.81.1, 2.1.81.2, 2.1.81.3, 2.1.81.4, 2.1.81.5 or 2.1.81.6 above provided that the aggregate amount of all Financial Indebtedness (excluding, for the avoidance of doubt, any Financial Indebtedness incurred by a Guarantor or a Project Finance Subsidiary) permitted under this clause 2.1.81.7 does not at any time exceed US$300 000 000 (Three Hundred Million United States Dollars) (or its equivalent);

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2.1.82 “Permitted Loan” means:

2.1.82.1 any trade credit extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of its trading activities;

2.1.82.2 Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Permitted Indebtedness (except under paragraph 2.1.81.4 of that definition);

2.1.82.3 a loan made by an Obligor to another Obligor or made by a Material Group Company which is not an Obligor to another Material Group Company;

2.1.82.4 any loan between Group Companies to the extent made for the purposes of financing general corporate and working capital requirements;

2.1.82.5 any loan made by an Obligor or Material Group Company which is outstanding on the date of this Agreement; or

2.1.82.6 any loan (other than a loan permitted under paragraphs 2.1.82.1, 2.1.82.2, 2.1.82.3, 2.1.82.4 or 2.1.82.5 above) so long as the aggregate amount of the Financial Indebtedness under any such loans when aggregated with the amount of any guarantees permitted pursuant to paragraph 2.1.80.4 of “Permitted Guarantee” does not exceed $250,000,000 (or its equivalent) at any time;

2.1.83 “Permitted Transferees” means, subject to clause 21.2.3, any person listed in Schedule 8 (Permitted Transferees);

2.1.84 “Project Finance Borrowings” means:

2.1.84.1 any indebtedness to finance (or refinance) a project comprised of the ownership, development, construction, refurbishment, commissioning and/or operation of assets which is incurred by a

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Project Finance Subsidiary in connection with such project and in respect of which the recourse of the person(s) making any such finance (or re-finance) available to that Project Finance Subsidiary for the payment, repayment and prepayment of such indebtedness is limited to (i) the Project Finance Subsidiary and its assets and/or the shares in that Project Finance Subsidiary and/or (ii) during the period prior to successful completion of the relevant completion tests applicable to such project guarantees from any one or more members of the Group;

2.1.84.2 any indebtedness the terms and conditions of which have been approved by the Facility Agent and which the Facility Agent has agreed in writing (acting on the instructions of the Majority Lenders) to treat as a “Project Finance Borrowing” for the purposes of this Agreement;

2.1.85 “Project Finance Subsidiary” means a single purpose company or other entity (excluding the Obligors) whose sole business is a project comprised of the ownership, development, construction, refurbishment, commissioning and/or operation of an asset which has incurred Project Finance Borrowings;

2.1.86 “Rand” and “R” means South African Rand, the lawful currency of South Africa;

2.1.87 “Reference Banks” means Absa Bank Limited, Nedbank Limited, FirstRand Bank Limited and Standard Bank of South Africa Limited;

2.1.88 “Relevant Provision” means any financial covenant or other similar covenant or undertaking that requires the Parent, any member of the Group or the Group (as a whole) to achieve and maintain a stated level of financial condition or financial performance (or any event of default that has an equivalent effect);

2.1.89 “Repeating Representations” means each of those representations and warranties set out in clause 16.1 (Representations and Warranties)

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which are stated as being deemed to be repeated as provided for pursuant to clause 16.2 (Repetition);

2.1.90 “Repetition Date” has the meaning given to it in clause 16.2 (Repetition);

2.1.91 “Reset Date” means the first day of each Interest Period, being the date in each case upon which the relevant Base Rate is to be determined for such Interest Period, provided the first Reset Date shall be the first Utilisation Date;

2.1.92 “Resignation Letter” means a letter substantially in the form of the letter set out in Schedule 6 (Form of Resignation Letter);

2.1.93 “Rollover Loans” means one or more Loans:

2.1.93.1 made or to be made on the same day that a maturing Loan is due to be repaid;

2.1.93.2 the aggregate amount of which is equal to or less than the maturing Loan; and

2.1.93.3 made or to be made for the purpose of refinancing a maturing Loan;

2.1.94 “SAFEX Overnight Deposit Rate” means:

2.1.94.1 on the relevant Reset Date, the overnight deposit rate designated as (“SFXROD”) which appears on the Reuters SAFEX Money Market Screen as of 11h00 Johannesburg time on that date, rounded to the third decimal point; or

2.1.94.2 where the SAFEX Overnight Deposit Rate cannot be determined on account of the relevant rate not appearing on the Reuters SAFEX Money Market Screen, an equivalent rate determined by the Facility Agent, acting in a commercially reasonable manner;

2.1.95 “Sanctions” means any economic, financial or trade sanctions laws,

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regulations, embargoes or restrictive measures administered, enacted or enforced by the United States government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the government of the Republic of South Africa or any other relevant sanctions authority which replaces, or is a successor to, any of the foregoing;

2.1.96 “Sanctioned Country” means a country, territory or region that is the target of Sanctions;

2.1.97 “Signature Date” means the date of the signature of this Agreement by the Party signing last in time, provided that all the Parties have signed this Agreement;

2.1.98 “South Africa” means the Republic of South Africa as constituted from time to time;

2.1.99 “Subsidiary” means a “subsidiary” as defined in the Companies Act and shall include any person who would, but for not being a “company” under the Companies Act, qualify as a “subsidiary” as defined in the Companies Act;

2.1.100 “Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including, without limitation, any penalty or interest payable in connection with any failure to pay or delay in paying any of the same);

2.1.101 “Tax Credit” means a credit against, relief or remission for, or repayment of any Tax;

2.1.102 “Tax Deduction” means a deduction or withholding for or on account of Tax from payment under a Finance Document;

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2.1.103 “Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under clause 12.1 (Tax gross-up) or a payment under clause 12.2 (Tax indemnity);

2.1.104 “Total Commitments” means the aggregate of all the Lenders’ Commitments at any time;

2.1.105 “Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents;

2.1.106 “Utilisation” means a utilisation of the Facility;

2.1.107 “Utilisation Date” means the date of a Utilisation being the date upon which the relevant Loan is made;

2.1.108 “Utilisation Request” means a notice substantially in the form set out in Schedule 3 (Form of Utilisation Request);

2.1.109 “VAT” means value added tax leviable in terms of the Value Added Tax Act, 1991 and GST; and

2.1.110 “ZAR-JIBAR-Reference Banks Rate” means the mid-market rate between deposits and loans in Rand for an Interest Period quoted by the Reference Banks at approximately 11am Johannesburg time on the relevant Reset Date. The Facility Agent will request the principal Johannesburg office of each of the Reference Banks to provide a quotation of its rate. If at least two quotations are provided, the rate for that Reset Date will be the arithmetic means of the quotations. If fewer than two quotations are provided, the rate for that Reset Date will be determined by the Facility Agent in accordance with clauses 7.7 and 7.8.

2.2 Financial Definitions

2.2.1 In the Finance Documents, the accounting expressions set forth below shall bear the following meanings:

2.2.1.1 “Consolidated EBITDA” means, in respect of any Measurement

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Period, the consolidated net income of the Group (less the net income of any Project Finance Subsidiaries but including any dividends received in cash by any member of the Group (other than a Project Finance Subsidiary) from a Project Finance Subsidiary), before, without duplication and all as calculated in accordance with GAAP, the requirements of its jurisdiction of incorporation and accounting practices and financial reference periods, in each case consistent with those applied in preparation of the Original Financial Statements:

a) any provision on account of normal, deferred and royalty taxation;

b) any interest, commission, discounts or other fees incurred or payable, received or receivable by any member of the Group in respect of Indebtedness for Borrowed Money;

c) any other interest received or receivable by any member of the Group on any deposit or bank account;

d) any non-cash adjustments to the environment rehabilitation and/or reclamation expenses;

e) any amount attributable to the amortisation of intangible assets and depreciation of tangible assets;

f) any non-cash gains or losses relating to and resulting from the marked to market valuation of derivative and/or financial instruments;

g) any losses from (or gains on the reversal of previously recognised) write-downs or impairments of assets and/or investments;

h) any gains or losses recognised on the attributable share of results of Associates after tax, but including any dividends

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received in cash by any member of the Group from such an Associate;

i) any share-based payments;

j) any other extraordinary or exceptional items; and

k) any other material non-cash gain or loss that needs to be accounted for under GAAP, the requirements of its jurisdiction of incorporation and accounting practices and financial reference periods, in each case consistent with those applied in preparation of the Original Financial Statements.

For any company that is not a Subsidiary of the Group but in which any member of the Group directly or indirectly owns an equity interest of more than 20% (twenty per cent) of the issued share capital (an “Associate”), the Parent may include in the Consolidated EBITDA the percentage of the equity interest of the amount that would be the EBITDA of the Associate;

2.2.1.2 “Consolidated Net Borrowings” means, at any time, the aggregate amount of all obligations of the members of the Group, other than Project Finance Subsidiaries (but including, for the avoidance of doubt, any guarantee obligations of any other member of the Group in respect of the obligations of a Project Finance Subsidiary), for or in respect of Indebtedness for Borrowed Money but excluding any such obligation to any member of the Group, adjusted to take account of the aggregate amount of freely available cash and cash equivalents held by any member of the Group, other than Project Finance Subsidiaries, and so that no amount shall be included or excluded more than once, provided that, if a percentage of the EBITDA of any Associate is included in the Consolidated EBITDA then the same percentage of such Associate’s Consolidated Net Borrowings (but

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as if references in such definition to “Group” were references to the Associate and its Subsidiaries) will be included in the calculation of Consolidated Net Borrowings;

2.2.1.3 “Consolidated Net Finance Charges” means, in respect of any Measurement Period, the aggregate amount of the interest (including the interest element of leasing and hire purchase payments and capitalised interest), commission, fees, discounts and other finance payments payable by any member of the Group, other than Project Finance Subsidiaries, (including any commission, fees, discounts and other finance payment payable by any member of the Group under any interest rate hedging arrangement but deducting any commission, fees, discounts and other finance payments receivable by any member of the Group under any interest rate hedging instrument) but deducting any other interest receivable by any member of the Group, other than Project Finance Subsidiaries, on any deposit or bank account, provided that, if a percentage of the EBITDA of any Associate is included in the Consolidated EBITDA then the same percentage of such Associate’s Consolidated Net Finance Charges (but as if references in such definition to “Group” were references to the Associate and its Subsidiaries) will be included in the calculation of Consolidated Net Finance Charges;

2.2.1.4 “Consolidated Tangible Net Worth” means, at any time, the “Total Equity”, as reported in the “Consolidated Statement of Changes in Equity” in the last set of annual consolidated financial statements of the Parent delivered to the Facility Agent pursuant to this Agreement;

2.2.1.5 “Financial Indebtedness” means (without double counting) any indebtedness of the Group for or in respect of:

a) moneys borrowed;

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b) any amount raised by acceptance under any acceptance credit facility;

c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease (other than any liability in respect of a lease or hire purchase contract which would, in accordance with GAAP in force as at the date of this Agreement, have been treated as an operating lease);

e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

f) the amount of any liability in respect of any purchase price for assets or services the payment of which is deferred where the deferral of such price is either:

i. used primarily as a method of raising credit; or

ii. not made in the ordinary course of business;

g) any agreement or option to re-acquire an asset if one of the primary reasons for entering into such agreement or option is to raise finance;

h) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

i) any derivative transaction (a “Derivative Transaction”) entered into in connection with protection against or benefit from fluctuation in any rate or price save for a Derivative Transaction entered into in relation to any amount payable

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to a trade creditor (and, when calculating the value of any Derivative Transaction, only the marked to market value shall be taken into account which, for the avoidance of doubt, may be an addition to or subtraction from the amount of Financial Indebtedness);

j) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

k) any amount raised by the issue of redeemable shares to the extent such shares are redeemable prior to the Final Maturity Date; and

l) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in clauses a) to k) above,

but not including any indebtedness owed by any Obligor to any other Obligor;

2.2.1.6 “Financial Year” means, at any time, the financial year of the Group ending on 31 December in each calendar year;

2.2.1.7 “Indebtedness for Borrowed Money” means Financial Indebtedness save for any indebtedness for or in respect of clauses 2.2.1.5i) and 2.2.1.5j) of the definition of “Financial Indebtedness”;

2.2.1.8 “Measurement Period” means each period of 12 (twelve) Months ending on the last day of the Parent’s Financial Year and each period of 12 (twelve) Months ending on the last day of the first half of the Parent’s Financial Year.

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2.3 Interpretation and Construction

2.3.1 A document in an “agreed form” is a document which has been initialled as such on or before the relevant date for the purposes of identification by or on behalf of the Borrower and the Facility Agent or, if not so initialled, is in form and substance reasonably satisfactory to the Facility Agent.

2.3.2 Any reference in any Finance Document to:

2.3.2.1 an “affected person” shall have the meaning ascribed thereto in section 128 of the Companies Act;

2.3.2.2 an “affiliate” means, in relation to any person, a Subsidiary of that person or a holding company of that person or any other Subsidiary of that holding company;

2.3.2.3 an “amendment” includes a supplement, novation or re-enactment and “amended” is to be construed accordingly;

2.3.2.4 “arm’s length” means terms that are fair and reasonable to the counterparty of a transaction and no more or less favourable to the other party to the relevant transaction as could reasonably be expected to be obtained in a comparable arm’s length transaction with a person that is not the ultimate holding company of such counterparty or an entity of which such counterparty or its ultimate holding company has direct or indirect control, or owns directly or indirectly more than 20% (twenty percent) of the share capital or similar rights of ownership;

2.3.2.5 “assets” includes properties, revenues and rights of every description;

2.3.2.6 “audited” means, in respect of any financial statement those financial statements as audited by the Auditors;

2.3.2.7 “authorisations” mean any authorisation, consent, registration, filing, agreement, notarisation, certificate, licence, approval,

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resolution, permit and/or authority or any exemption from any of the aforesaid, by, with or from any authority (including, without limitation, any approvals required from the South African Reserve Bank in relation to any Finance Document or any transaction contemplated under any Finance Document);

2.3.2.8 “authority” means any government or governmental, administrative, fiscal or judicial authority, body, court, department, commission, tribunal, registry or any stated owned or controlled authority which principally performs governmental functions;

2.3.2.9 “business rescue” shall have the meaning ascribed thereto in section 128 of the Companies Act;

2.3.2.10 “business rescue practitioner” shall have the meaning ascribed thereto in section 128 of the Companies Act;

2.3.2.11 a “calendar month” shall be construed as a named month, i.e. January, February, March, April, May, June, July, August, September, October, November and December;

2.3.2.12 a “clause” shall, subject to any contrary indication, be construed as a reference to a clause hereof;

2.3.2.13 a Default is “continuing” if it has not been remedied (where such default is capable of remedy) or waived;

2.3.2.14 “financially distressed” shall have the meaning ascribed thereto in section 128 of the Companies Act;

2.3.2.15 a “holding company” shall be construed in accordance with the Companies Act;

2.3.2.16 the words “including” and “in particular” are used by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any of the preceding words;

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2.3.2.17 “indebtedness” shall be construed so as to include any obligation (whether incurred as principal or as surety or as guarantor) for the payment or repayment of money, whether present or future, actual or contingent;

2.3.2.18 “law” shall be construed as any law (including statutory, common or customary law), statute, constitution, decree, judgment, treaty, regulation, directive, by-law, order, other legislative measure, directive, requirement, request or guideline (whether or not having the force of law but, if not having the force of law, is generally complied with by the persons to whom it is addressed or applied) of any government, supranational, local government, statutory or regulatory or self-regulatory or similar body or authority or court and the common law, as amended, replaced, re-enacted, restated or reinterpreted from time to time;

2.3.2.19 the words “other” and “otherwise” shall not be construed eiusdem generis with any foregoing words where a wider construction is possible;

2.3.2.20 a “person” shall be construed as a reference to any person, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing;

2.3.2.21 a “regulation” means any regulation, rule, official directive, request or guideline (whether or not having the force of law but complied with generally) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

2.3.2.22 “repay” (or any derivative form of that word) includes “prepay” (or any derivative form of that word);

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2.3.2.23 “security interest” means any mortgage, pledge, lien, charge, assignment, cession, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security;

2.3.2.24 a “Schedule” shall, subject to any contrary indication, be construed as a reference to a schedule hereof or a schedule of a Finance Document;

2.3.3 Unless inconsistent with the context or save where the contrary is expressly indicated in any Finance Document:

2.3.3.1 if any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it appears only in an interpretation clause, effect shall be given to it as if it were a substantive provision of the relevant Finance Document;

2.3.3.2 when any number of days is prescribed in any Finance Document, same shall be reckoned inclusively of the first and exclusively of the last day unless the last day falls on a day which is not a Business Day, in which case the last day shall be the next succeeding Business Day;

2.3.3.3 in the event that the day for payment of any amount due in terms of any Finance Document should fall on a day which is not a Business Day, the relevant day for payment shall be the preceding Business Day;

2.3.3.4 in the event that the day for performance of any obligation to be performed in terms of any Finance Document should fall on a day which is not a Business Day, the relevant day for performance shall be the succeeding Business Day;

2.3.3.5 any reference in any Finance Document to an enactment is to that enactment as at the Signature Date and as amended or re-enacted from time to time;

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2.3.3.6 any reference in any Finance Document to this Agreement or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document as same may have been, or may from time to time be, amended, varied, novated or supplemented;

2.3.3.7 except as expressly provided for in any Finance Document, no provision of any Finance Document constitutes a stipulation for the benefit of any person who is not a Party to the relevant Finance Document;

2.3.3.8 references to day/s, calendar month/s or year/s shall be construed as Gregorian calendar day/s, calendar month/s or year/s;

2.3.3.9 a reference to a Party includes that Party’s successors-in-title and permitted assigns;

2.3.3.10 where any Party is required to provide any consent or approval or agree to the actions of any other Party, the request for such consent or approval or agreement shall be in writing and such consent or approval or agreement shall be in writing and shall not be unreasonably withheld or delayed having regard to the financial condition of the Borrower and the Group and the ability of the Obligors to perform their financial or other material obligations under the Finance Documents.

2.3.4 The headings to the clauses and schedules of any Finance Document are for reference purposes only and shall in no way govern or affect the interpretation of nor modify nor amplify the terms of any Finance Document nor any clause or schedule thereof.

2.3.5 Unless inconsistent with the context, an expression in any Finance Document which denotes:

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2.3.5.1 any one gender includes the other genders;

2.3.5.2 a natural person includes a juristic person and vice versa; and

2.3.5.3 the singular includes the plural and vice versa.

2.3.6 The Schedules to any Finance Document form an integral part thereof and words and expressions defined in any Finance Document shall bear, unless the context otherwise requires, the same meaning in such Schedules. To the extent that there is any conflict between the Schedules to any Finance Document and the provisions of the relevant Finance Document, the provisions of the relevant Finance Document shall prevail.

2.3.7 Where any term is defined within the context of any particular clause in any Finance Document, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the same meaning as ascribed to it for all purposes in terms of the relevant Finance Document, notwithstanding that that term has not been defined in any interpretation clause.

2.3.8 The expiration or termination of any Finance Documents shall not affect such of the provisions of the Finance Documents as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

2.3.9 The Finance Documents shall be binding on and enforceable by the administrators, trustees, permitted assigns or liquidators of the Parties as fully and effectually as if they had signed the Finance Documents in the first instance and reference to any Party shall be deemed to include such Party’s administrators, trustees, permitted assigns or liquidators, as the case may be.

2.3.10 The use of any expression in any Finance Document covering a process

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available under South African law such as winding-up (without limitation eiusdem generis) shall, if any of the Parties to the Finance Documents is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such other jurisdiction.

2.3.11 Where figures are referred to in numerals and in words in any Finance Document, if there is any conflict between the two, the words shall prevail.

3. INTRODUCTION

3.1 The Borrowers require the Facility for the purpose of funding (i) capital expenditure of the Group, and (ii) general corporate and working capital requirements of the Group.

3.2 The Lenders have agreed to make the Facility available to the Borrowers in accordance with the terms and conditions of this Agreement.

4. THE FACILITY

4.1 The Facility

The Lenders agree to make available to the Borrowers a revolving credit facility in an aggregate amount equal to the Total Commitments, subject to the terms and conditions of this Agreement.

4.2 Purpose of the Facility

The Borrowers shall utilise the Facility for the purpose of funding (i) capital expenditure of the Group, and (ii) general corporate and working capital requirements of the Group.

4.3 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

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4.4 Finance Parties’ Rights and Obligations

4.4.1 The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

4.4.2 The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

4.4.3 A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

4.5 Facility Agent

While ABSA is the only Lender under the Facility, all references to the Facility Agent in this Agreement shall be construed as references to ABSA in its capacity as a Lender.

5. CONDITIONS OF UTILISATION

5.1 Initial Conditions Precedent

The Lenders shall not be obliged to make any Loan to any Borrower under the Facility unless:

5.1.1 all of the Financial Close Documents have been delivered to the Facility Agent in a form and in substance satisfactory to the Facility Agent. The Facility Agent shall notify the Parent and the Lenders promptly on being so satisfied; or

5.1.2 to the extent that any Financial Close Documents are not in a form and in substance satisfactory to the Facility Agent or have not been delivered, the Facility Agent has, upon written notice to all of the Parties, waived or deferred delivery of those Financial Close Documents

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which are not in a form and in substance satisfactory to it or which have not been delivered pursuant to clause 5.3 (Waiver of Conditions Precedent);

5.1.3 the Facility Agent being satisfied that no business rescue proceedings have commenced in respect of any Material Group Company, which in the case of a Material Group Company (other than an Obligor) could reasonably be expected to have a Material Adverse Effect.

5.2 Further Conditions to Utilisation of Facility

The Lenders shall not be obliged to make any Loan to any Borrower under the Facility unless on the proposed Utilisation Date:

5.2.1 in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Rollover Loan, and in the case of any other Loan, no Default is continuing or would result from the proposed Loan;

5.2.2 the Repeating Representations are true, accurate and complete in all material respects.

5.3 Waiver or Deferral of Conditions Precedent

5.3.1 Satisfaction of any of the conditions set out in:

5.3.1.1 clause 5.1 (Initial Conditions Precedent) may be waived or deferred by the Facility Agent acting on the instructions of the Majority Lenders;

5.3.1.2 clause 5.2 (Further Conditions to Utilisation of Facility) may be waived or deferred by the Facility Agent acting on the instructions of the Majority Lenders.

5.3.2 Waiver or deferral of delivery of any of the Financial Close Documents either at all or in a form and in substance satisfactory to the Facility Agent or waiver of any of the further conditions set out in clause 5.2

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(Further Conditions to Utilisation of Facility) shall not prejudice the right of the Facility Agent to require subsequent fulfilment of such condition in a written notice to this effect delivered at the time of such waiver or deferral and, unless otherwise specified in any written notice waiving fulfilment of the relevant condition, the relevant condition shall be fulfilled by the Obligors within 5 (five) Business Days of the date of the written notice waiving fulfilment of such condition.

5.4 Termination

If the CP Satisfaction Date has not occurred before the date falling 60 (sixty) days after the Signature Date then the Facility Agent shall be entitled, acting on the instructions of the Majority Lenders to cancel the Facility by written notice to the Borrowers. Such cancellation shall be without prejudice to the Borrowers’ obligation under clause 14 (Costs and Expenses) to pay any costs, fees, expenses or taxes then due and payable.

6. UTILISATION OF FACILITY

6.1 Subject to clause 5 (Conditions of Utilisation), a Borrower may utilise the Facility during the Availability Period by delivering to the Facility Agent a duly completed Utilisation Request not later than 11h00 not less than 3 (three) Business Days prior to the proposed Utilisation Date.

6.2 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

6.2.1 the proposed Utilisation Date is a Business Day within the Availability Period;

6.2.2 the currency of the proposed Loan is Rand;

6.2.3 the amount of the proposed Loan is a minimum amount of R10 000 000 (Ten Million Rand) (or, if less, the Available Facility);

6.2.4 it specifies an Interest Period of three Months applicable to the proposed Loan;

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6.2.5 it specifies a bank account in South Africa to which the Borrower wishes the proceeds of the Loan to be credited; and

6.2.6 the proposed Loan together with the aggregate of the Loans still outstanding on the proposed Utilisation Date shall not exceed the Available Facility.

6.3 Only one Loan may be requested in each Utilisation Request.

6.4 Only one Utilisation Request may be outstanding at any point in time, provided that a joint request by GFO and GFIJVH in their capacities as members of the South Deep Joint Venture will be deemed to be one Utilisation Request.

6.5 A maximum of two Utilisation Requests may be delivered in any calendar month during the Availability Period.

6.6 A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than 10 (ten) Loans would be outstanding at any point in time and to this effect, the Lender will consolidate 2 (two) or more outstanding Loans made to the same Borrower maturing on the same date, such that the relevant Rollover Loan made to refinance such maturing Loans will be in respect of such outstanding Loans as consolidated into 1 (one) Loan.

6.7 The Borrower acknowledges and agrees that any Utilisation Request signed by an authorised signatory (as designated in terms of paragraph 1.2.2 of Schedule 2 (Financial Documents)) on behalf of a Borrower shall be deemed to be a valid Utilisation Request issued by that Borrower and any Loan made pursuant to such Utilisation Request to that Borrower shall constitute a valid Loan to that Borrower.

6.8 If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available on the Utilisation Date.

6.9 The amount of each Lender’s participation in each Loan will be equal to the

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proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

7. INTEREST

7.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

7.1.1 Base Rate; and

7.1.2 Margin.

7.2 Payment of interest

7.2.1 In respect of each Interest Period of three Months selected in accordance with clause 8.1.2, each Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each such Interest Period.

7.3 Margin Adjustments

7.3.1 The Margin for all Loans shall, on each date on which the Parent notifies the Agent that a revised long term credit rating assigned to the Parent by either Moody’s or Standard & Poor’s is published or withdrawn, be adjusted to the percentage rate set out opposite the relevant long term credit rating assigned to the Parent in the table below.

Rating (Standard & Poor’s )	Rating (Moody’s)		Margin p.a.
BBB-		Baa3		2.05	%
BB+		Ba1		2.55	%
BB		Ba2		3.05	%

7.3.2 Any adjustment to the Margin (whether upwards or downwards) will apply from the date on which the Parent notifies the Agent of the publication of the relevant change to, or to the extent applicable, the withdrawal of the long term credit rating assigned to the Parent by Moody’s or Standard & Poor’s.

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7.3.3 If at any time there is a difference in the long term credit ratings assigned to the Parent by each of Standard & Poor’s and Moody’s, the applicable Margin will be the average of the Margins applicable to the relevant ratings.

7.3.4 If at any time only one of Standard & Poor’s or Moody’s assigns a long term credit rating to the Parent or if either Standard & Poor’s or Moody’s ceases to assign a long term credit rating to the Parent:

7.3.4.1 the applicable Margin will be the average of (x) the Margin applicable to the rating assigned by the remaining rating agency or the rating agency that has issued a rating (as applicable) and (y) the applicable Margin set out in the table above opposite the ratings BB- in the case of Standard & Poor’s and Ba3 in the case of Moody’s; or

7.3.4.2 the Parent may obtain a substitute rating from another statistical rating agency acceptable to the Agent, acting reasonably, but until such time as a substitute rating agency is appointed by the Parent and has assigned a long term credit rating to the Parent, the Margin shall be determined in accordance with clause 7.3.4.1 above.

7.3.5 Following any substitution under clause 7.3.4.2 above, references in this clause 7.3 to Moody’s or Standard & Poor’s as the case may be shall be to such substitute rating agency.

7.3.6 If none of Moody’s, Standard & Poor’s or any other statistical ratings agency appointed by the Parent under clause 7.3.4.2 above, assign a long term credit rating to the Parent, the Margin set out in the table above opposite the ratings BB- in the case of Standard & Poor’s and Ba3 in the case of Moody’s will apply.

7.3.7 Notwithstanding any other provision, if at any time an Event of Default is continuing, the Margin will be 3.50 per cent. per annum.

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7.3.8 If the relevant Event of Default ceases to be continuing, the Margin will be calculated in accordance with clause 7.3.1 above, and shall take effect in relation to each Loan from the next Business Day after the date on which the relevant Event of Default ceases to be continuing.

7.3.9 The Parent shall notify the Agent promptly upon (and in any event within three (3) Business Days) becoming aware that Moody’s, and/or Standard & Poor’s and/or any other statistical ratings agency as appointed by the Parent under clause 7.3.4.2 above has published or withdrawn a long term credit rating assigned to the Parent.

7.4 Default interest

7.4.1 If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to clause 7.4.2, is 2% (two percent) higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably). Any interest accruing under this clause 7.3 shall be immediately payable by the relevant Obligor on demand by the Facility Agent.

7.4.2 If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

7.4.2.1 the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

7.4.2.2 the rate of interest applying to the overdue amount during that first Interest Period shall be 2% (two percent) higher than the rate which would have applied if the overdue amount had not become due.

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7.4.3 Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

7.5 Notification of rates of interest

The Facility Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement.

7.6 Absence of quotations

Subject to clause 7.7 (Market disruption), if the Base Rate is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11h00 (Johannesburg time) on the Reset Date, the applicable Base Rate shall be determined on the basis of the quotations of the remaining Reference Banks.

7.7 Market disruption

7.7.1 If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate which is the sum of:

7.7.1.1 the Margin; and

7.7.1.2 the rate notified to the Facility Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select.

7.7.2 In this Agreement “Market Disruption Event” means:

7.7.2.1 at or about noon on the Reset Date for the relevant Interest Period

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JIBAR is not available on the relevant screen and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine the Base Rate for the relevant Interest Period; or

7.7.2.2 before close of business in Johannesburg on the Reset Date for the relevant Interest Period, the Facility Agent receives notifications from any Lender that the cost to it of obtaining matching deposits in the Johannesburg interbank market would be in excess of the Base Rate.

7.8 Alternative basis of interest or funding

7.8.1 Without prejudice to the generality of clause 7.7.1, if a Market Disruption Event occurs and the Facility Agent or the Parent so requires, the Facility Agent and the Parent shall enter into negotiations for a period of not more than 30 (thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

7.8.2 Any alternative basis agreed pursuant to clause 7.8.1 above shall, with the prior consent of all the Lenders and the Parent, be binding on all Parties.

8. INTEREST PERIODS

8.1 Selection of Interest Periods

8.1.1 A Borrower shall select an Interest Period for a Loan in the Utilisation Request for that Loan.

8.1.2 Subject to this clause 8 (Interest Periods), a Borrower may select an Interest Period of three Months, as specified in the Utilisation Request.

8.1.3 An Interest Period for a Loan shall not extend beyond the Final Maturity Date. If an Interest Period for a Loan selected by a Borrower would, but for this clause 8.1.3, extend beyond the Final Maturity Date (such Interest Period, a “Broken Period”), then for that Broken Period the Base Rate shall be determined in accordance with the following formula:

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r = r1 + (t- t1) x (r2-r1) / (t2-t1)

where:

r = the Base Rate to be determined,

r1 = the Base Rate for the period closest to but less than that Broken Period, provided that if this would result in r1 being less than 1 month, then r1 shall be equal to JIBAR Overnight Deposit Rate plus 0,01%;

r2 = the Base Rate for the period closest to but greater than that Broken Period;

t1 = the number of days applicable to the period for which r1 is quoted on the first day of that Broken Period;

t2 = the number of days applicable to the period for which r2 is quoted on the first day of that Broken Period;

t = the number of days in that Broken Period.

8.1.4 Each Interest Period for a Loan shall start on the relevant Utilisation Date.

8.1.5 A Loan has 1 (one) Interest Period only.

8.1.6 Subject to this clause 8 (Interest Periods), a Borrower may select a different Interest Period for a Rollover Loan than the Interest Period of the Loan being refinanced by that Rollover Loan in the Utilisation Request delivered for that Rollover Loan.

8.1.7 If a Borrower fails to select an Interest Period for a Loan in the Utilisation Request for that Loan, the Interest Period for the applicable Loan shall be 3 (three) Months.

8.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that

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calendar month (if there is one) or the preceding Business Day (if there is not).

8.3 Consolidation of Loans

If two or more Interest Periods relate to Loans made to the same Borrower and end on the same date, those Loans will be consolidated into, and treated as, a single Loan on the last day of the Interest Period.

8.4 Day Count Convention

Any interest or fee accruing under a Finance Document will accrue from day to day and is calculated inclusive of the first day but exclusive of the last day of an Interest Period on the basis of the actual number of days elapsed and a year of 365 days (irrespective of whether the year is a leap year) or, in any case where the practice in the Johannesburg interbank market differs, in accordance with that market practice.

9. REPAYMENTS

Each Borrower shall repay each Loan made to it on the last day of its Interest Period such that all Loans outstanding under the Facility (including accrued and unpaid interest thereon) shall be repaid in full by no later than the Final Maturity Date.

10. PREPAYMENTS

10.1 Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

10.1.1 that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

10.1.2 upon the Facility Agent notifying the Parent, the Commitment of that Lender will be immediately cancelled; and

10.1.3 each Borrower shall repay that Lender’s participation in the Loans made

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to that Borrower on the last day of the Interest Period for each Loan occurring after the Facility Agent has notified the Parent or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitments shall be cancelled in the amount of the participations repaid.

10.2 Change of control

10.2.1 If any person or group of persons acting in concert gains control of the Parent:

10.2.1.1 the Parent shall promptly notify the Facility Agent upon becoming aware of that event;

10.2.1.2 a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan) and the Facility Agent and the Parent shall consult about the change of control;

10.2.1.3 if the Majority Lenders so require after a period of 45 (forty-five) days from receipt of the notice referred to in clause 10.2.1.1 above, the Facility Agent shall by notice to the Parent, (such notice to be delivered no later than 60 (sixty) days from receipt of the notice referred to in clause 10.2.1.1 above), cancel the Total Commitments and declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable;

10.2.1.4 if the Facility Agent does not serve the notice referred to in clause 10.2.1.3 above, then each Lender may by notice to the Facility Agent, which shall be delivered not earlier than 45 (forty-five) days nor later than 60 (sixty) days from receipt of the notice referred to in 10.2.1.1 above, whereupon the Facility Agent shall by notice to the Parent (such notice to be delivered promptly after

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receipt of the Lender’s notification), cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest thereon and all other amounts due to such Lender under the Finance Documents immediately due and payable, whereupon the Commitment of the Lender will be cancelled and all such outstanding amounts will become immediately due and payable.

10.2.2 For the purpose of clause 10.2.1 above, “control” means:

10.2.2.1 the power (whether by way ownership of shares, proxy, contract, agency or otherwise) to:

a) cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of the Parent; or

b) appoint or remove all, or the majority, of the directors or other equivalent officers of the Parent; or

c) give directions with respect to the operating and financial policies of the Parent which the directors or other equivalent officers of the Parent are obliged to comply with; or

10.2.2.2 the holding of more than one-half of the issued share capital of the Parent (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital).

For the purpose of clause 10.2.1 above, “acting in concert” means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition by any of them, either directly or indirectly, of shares in the Parent, to obtain or consolidate control of the Parent.

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10.3 Voluntary Prepayment

10.3.1 At any time prior to the Final Maturity Date and for as long as no Default is continuing, a Borrower may by giving to the Facility Agent not less than 5 (five) Business Days’ prior written notice (a “Prepayment Notice”) to that effect, prepay the whole or a portion of the Loans made to it (the “Voluntary Prepayment Portion”), subject to the conditions and provisions relating to prepayment as set out in clauses 10.3.2 and 10.7 (Restrictions and Miscellaneous Provisions relating to Prepayments).

10.3.2 Any proposed voluntary prepayment hereunder shall be conditional upon and subject to compliance by the Borrowers with the following conditions and provisions:

10.3.2.1 such prepayment shall not result in a breach of the Financial Covenants immediately after such prepayment has been made;

10.3.2.2 the Voluntary Prepayment Portion being prepaid shall be a minimum aggregate amount of R10 000 000 (Ten Million Rand) (or, if less, the amount of the then outstanding Loans) and in integral multiples of R10 000 000 (Ten Million Rand) thereafter.

10.4 Cancellation

Any unutilised portion of the Available Facility shall be cancelled on the last day of the Availability Period and the Available Facility shall be reduced to zero.

10.5 Voluntary Cancellation

During the Availability Period, the Parent may, if it gives the Facility Agent not less than 10 (ten) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of R10 000 000 (Ten Million Rand) and integral multiples of R10 000 000 (Ten Million Rand) in excess thereof) of the Available Facility. Any cancellation under this clause 10.5 shall reduce the Commitments of the Lenders rateably.

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10.6 Breakage Costs

10.6.1 Each Borrower shall, within 3 (three) Business Days of demand by a Finance Party, pay to that Finance Party its Breakage Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

10.6.2 Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Breakage Costs for any Interest Period in which they accrue.

10.7 Restrictions and Miscellaneous Provisions relating to Prepayments

10.7.1 Any notice of cancellation or prepayment given by any Party under this clause 10 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

10.7.2 Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Breakage Costs, without premium or penalty.

10.7.3 Unless a contrary indication appears in this Agreement, any part of any Loan which is prepaid may be reborrowed in accordance with the terms of this Agreement.

10.7.4 The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

10.7.5 No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

10.7.6 If the Facility Agent received a notice under this clause 10 it shall promptly forward a copy of that notice to either the Parent or the affected Lender, as appropriate.

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11. FEES

11.1 Commitment Fees

11.1.1 The Borrowers shall pay to the Facility Agent (for the account of each Lender) a commitment fee in Rand which shall be computed daily at the rate of 0.8925% per annum on that Lender’s Available Commitment.

11.1.2 The accrued commitment fee is payable on the last day of each successive period of 6 (six) Months which ends during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

11.2 Arranging Fee

The Borrowers shall pay to the Arranger an arranging fee in the amount and at the times agreed in a Fee Letter.

11.3 Agency Fee

The Borrowers shall pay to the Facility Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

12. TAX GROSS UP AND INDEMNITIES

12.1 Tax gross-up

12.1.1 Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

12.1.2 The Parent shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, without prejudice to clause 12.1.1 a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to

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that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Parent and, if applicable, that Obligor.

12.1.3 If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

12.1.4 If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

12.1.5 Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

12.2 Tax indemnity

12.2.1 The Parent shall (within 3 (three) Business Days of demand by the Facility Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines (in its absolute discretion) will be or has been (directly or indirectly) suffered for or on account of Tax by that Finance Party in respect of a Finance Document.

12.2.2 Clause 12.2.1 above shall not apply:

12.2.2.1 with respect to any Tax assessed on a Finance Party:

a) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

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b) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

12.2.2.2 to the extent a loss, liability or cost is compensated for by an increased payment under clause 12.1 (Tax gross-up).

12.2.3 A Finance Party making, or intending to make a claim under clause 12.2.1 above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Parent.

12.2.4 A Finance Party shall, on receiving a payment from an Obligor under this clause 12.2, notify the Facility Agent.

12.3 Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines (in its absolute discretion) that:

12.3.1 a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

12.3.2 that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to such Obligor which that Finance Party determines (in its absolute discretion) will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by such Obligor.

12.4 Stamp taxes

The Parent shall pay and, within 3 (three) Business Days of demand,

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indemnify each Finance Party against any cost, loss or liability that a Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

12.5 Value added tax

12.5.1 All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to clause 12.5.3 below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

12.5.2 If VAT is chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply.

12.5.3 Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is

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entitled to credit or repayment from the relevant tax authority in respect of the VAT.

13. INCREASED COSTS

13.1 Increased costs

13.1.1 Subject to clause 13.3 (Exceptions), the Borrowers shall, within 20 (twenty) Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation after the Signature Date, (ii) compliance with any law or regulation made after the Signature Date, or (iii) the implementation or application of, or compliance with, Basel III or any law or regulation that implements or applies Basel III (except, in each case, to the extent that any such costs were reasonably capable of being calculated by the relevant Finance Party as at the Signature Date or the date on which it became a party to this Agreement).

13.1.2 In this Agreement “Increased Costs” means:

13.1.2.1 a reduction in the rate of return from a Facility or on a Finance Party’s (or its affiliate’s) overall capital;

13.1.2.2 an additional or increased cost; or

13.1.2.3 a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

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13.2 Increased cost claims

13.2.1 A Finance Party intending to make a claim pursuant to clause 13.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Parent.

13.2.2 Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate in accordance with clause 27.2 (Accounts and Certificates) confirming the amount of its Increased Costs.

13.3 Exceptions

Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

13.3.1 attributable to a Tax Deduction required by law to be made by an Obligor;

13.3.2 compensated for by clause 12.2 (Tax indemnity) (or would have been compensated for under clause 12.2 (Tax indemnity) but was not so compensated solely because any of the exclusions in clause 12.2.2 applied); or

13.3.3 attributable to the wilful breach by the relevant Finance Party or its affiliates of any law or regulation.

14. COSTS AND EXPENSES

14.1 Transaction Expenses

The Parent (or a Borrower nominated by the Parent) shall promptly within 5 (five) Business Days of demand pay the Facility Agent the amount of all reasonable or necessary costs and expenses, including reasonable and agreed legal fees payable up to an aggregate maximum amount of R10 000.00 (Ten Thousand Rand) excluding VAT and disbursements, reasonably incurred by the Facility Agent and the Lenders in connection with:

14.1.1 the negotiation, preparation, printing and execution of:

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14.1.1.1 this Agreement, the other Finance Documents and the Financial Close Documents; and

14.1.1.2 any other Finance Documents executed after the Signature Date;

provided that no Obligor shall be liable for any cost or expense so incurred (other than the legal fees referred to above) in excess of R20 000 (Twenty Thousand Rand) unless the incurral of that cost or expense has been approved in writing by the Parent in advance of its incurral.

14.2 Amendment Costs

An Obligor shall within 5 (five) Business Days of demand reimburse the Facility Agent for the amount of all costs, fees and expenses reasonably incurred by the Facility Agent in connection with any amendment, waiver or consent requested by that Obligor in relation to any Finance Document.

14.3 Enforcement Costs

The Obligors shall be jointly and severally liable for payment, within 5 (five) Business Days of demand of the amount of all costs and expenses (including legal fees on the scale as between attorney and own client whether incurred before or after judgement) incurred by any Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

15. GUARANTEE AND INDEMNITY

15.1 Guarantee and Indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

15.1.1 guarantees to each Finance Party the punctual performance by each Borrower of all that Borrower’s obligations under the Finance Documents;

15.1.2 undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

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15.1.3 indemnifies each Finance Party immediately on demand (and shall make the relevant payment within 5 (five) Business Days of such demand) against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which the Finance Party would otherwise have been entitled to recover.

15.2 Continuing Guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents regardless of any intermediate payment or discharge in whole or in part.

15.3 Reinstatement

If any payment by an Obligor or any one of them or any discharge given by a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of administration, insolvency, business rescue proceedings, liquidation, winding up or any similar event:

15.3.1 the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction has not occurred; and

15.3.2 each Finance Party shall be entitled to recover the value or amount of that security or payment from each Obligor as if the payment, discharge, avoidance or reduction has not occurred.

15.4 Waiver of Defences

The obligations of each Guarantor under this clause 15 (Guarantee and Indemnity) will not be affected by an act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this clause 15 (Guarantee and Indemnity) (without limitation and whether or not known to it or any Finance Party) including:

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15.4.1 any time, waiver or consent granted to, or composition with, the Obligors or any one of them or other person;

15.4.2 the release of the Obligors or any one of them or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

15.4.3 the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Obligors or any one of them or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

15.4.4 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Obligors or any one of them or any other person;

15.4.5 any amendment (however fundamental) or replacement of a Finance Document or any other document or security;

15.4.6 any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

15.4.7 any insolvency, business rescue proceedings, liquidation, administration, winding up or similar proceedings.

15.5 Immediate Recourse

Each Guarantor waives any right it may have of first requiring any Finance Party to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this clause 15.

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15.6 Subordination of Guarantors’ Rights

15.6.1 When any Default has occurred and is continuing, each of the Guarantors acknowledges and agrees that any recourse claims it may have against the Obligors or any one of them (the “Recourse Claims”) shall be subordinated to the claims of the Lenders against the Obligors under this Agreement so that until the earlier to occur of the discharge in full of all the Obligors’ obligations under the Finance Documents (the “Secured Obligations”) or the remedy of the Default:

15.6.1.1 the Finance Parties’ claims will rank in priority to the Recourse Claims; and

15.6.1.2 no Guarantor will claim, receive or accept, directly or indirectly, payment of any Recourse Claims; and

15.6.1.3 no Guarantor shall take, accept or receive the benefit of any Encumbrance from any Obligor; and

15.6.1.4 no Guarantor shall obtain or enforce any judgement against any Obligor in relation to any of the Recourse Claims.

15.6.2 No Guarantor shall petition or apply for or vote in favour of any resolution for the winding-up, dissolution or administration or analogous or similar process with regard to the Obligors or any one of them prior to the date of full and final discharge of the Secured Obligations.

15.6.3 In any liquidation of (whether provisional or final) or judicial management of or compromise of any Obligor, no Guarantor shall prove or seek to prove claims in respect of any Recourse Claims it may have prior to the date of full and final discharge of all of the Secured Obligations if the effect of such proof would be to reduce the dividend payable to the Finance Parties in relation to the Finance Parties’ claims at the time of such liquidation, judicial management or compromise.

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15.7 Appropriations

15.7.1 Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

15.7.1.1 refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or agent or other person on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

15.7.1.2 hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this clause 15.

15.8 Additional Security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security and neither shall it prejudice any other guarantee or security now or subsequently held by the Lender.

16. REPRESENTATIONS AND WARRANTIES

16.1 Representations and Warranties

Each Obligor makes the representations and warranties set out in this clause 16.1 to each Finance Party.

16.1.1 Status

16.1.1.1 It is a limited liability company, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

16.1.1.2 It has the power to own its assets and carry on its business as it is being conducted or is contemplated to be conducted.

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16.1.2 Power and Authority

It has the power to enter into and perform, and has taken all necessary action to authorise its entry into, and performance of, the Finance Documents to which it is party and the transactions contemplated by those Finance Documents.

16.1.3 Binding Obligations

The obligations expressed to be assumed by it in each Finance Document to which it is a party are, subject to any general principles of law as at the Signature Date limiting its obligations, which are specifically referred to in any legal opinion delivered pursuant to clause 5.1 (Initial Conditions Precedent) or clause 0 (Change to Obligors), legal, valid, binding and enforceable obligations.

16.1.4 Non-Conflict with Other Obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents to which it is a party do not and will not conflict with:

16.1.4.1 any law applicable to it;

16.1.4.2 its Constitutional Documents; or

16.1.4.3 any material agreement or instrument binding upon it or any of its assets.

16.1.5 Authorisations

All authorisations required:

16.1.5.1 to enable it lawfully to enter into, exercise its rights and comply with its obligations under the Finance Documents to which it is a party and to ensure that the obligations expressed to be assumed by it thereunder are legal, valid, binding and enforceable;

16.1.5.2 to enable it to lawfully conduct its business where failure to obtain such authorisation would result in a Material Adverse Effect; and

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16.1.5.3 to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

have been obtained or effected and are in full force and effect.

16.1.6 Governing law and enforcement

Subject to any general principles of law as at the date of this Agreement set out in any legal opinion delivered pursuant to clause 5.1 (Initial conditions precedent) or clause 0 (Changes to the Obligors):

16.1.6.1 the choice of South African law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation; and

16.1.6.2 any judgment obtained in South Africa in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.

16.1.7 Sanctions

16.1.7.1 Neither the Parent nor any Subsidiary of the Parent, nor any director, employee or officer of the Parent or any Subsidiary of the Parent, nor to the Parent’s actual knowledge and belief, any agent, affiliate or representative of the Parent or any Subsidiary is an individual or entity currently the subject or target of any Sanctions (in place as at the Signature Date) nor is the Parent or any Subsidiary of the Parent located, organised, resident or operating in any Sanctioned Country (designated as such as at the Signature Date).

16.1.7.2 For the past five years, neither the Parent nor any Subsidiary has knowingly engaged in, nor is now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

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16.1.8 Deduction of Tax

It is not required under the law of its jurisdiction of incorporation to make any deduction for or on account of Tax from any payment it may make under any Finance Document.

16.1.9 No filing or stamp taxes

Except to the extent set out in any legal opinion provided pursuant to clause 5.1 (Initial conditions precedent) or clause 0 (Changes to the Obligors) in relation to it, under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.

16.1.10 No Default

16.1.10.1 No Default is continuing or might reasonably be expected to result from the making of any Utilisation.

16.1.10.2 It is not, nor is it likely to be as a result of entering into and performing its obligations under the Finance Documents, in violation of any law or in breach of or in default under any agreement to which it is a party or which is binding on it or any of its assets to an extent or in a manner which could reasonably be expected to have a Material Adverse Effect.

16.1.11 No Misleading Information

16.1.11.1 All written factual information supplied by it to the Finance Parties in connection with this Agreement (excluding equity analysts reports and the reports from credit rating agencies) was true and accurate in all material respects as at the date it was given or as at the date (if any) at which it was stated and was not deliberately misleading in any material respects at such date.

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16.1.11.2 The financial projections and forecasts contained in the information have been prepared in good faith on the basis of recent historical information and on the basis of reasonable assumptions.

16.1.11.3 It has not knowingly withheld any information which, if disclosed, could reasonably be expected materially and adversely to affect the decision of any Finance Party in considering whether or not to provide finance to the Borrowers.

16.1.12 Financial Statements

16.1.12.1 The Original Financial Statements were prepared in accordance with GAAP.

16.1.12.2 The Original Financial Statements fairly represent the Group’s financial condition and operations during the relevant financial period.

16.1.13 Pari Passu Ranking

Its payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally in the jurisdiction of its incorporation.

16.1.14 No Proceedings Pending or Threatened

Other than as disclosed in the Original Financial Statements, the financial statements most recently delivered to the Facility Agent pursuant to clause 17.1 (Financial Statements) or arising from the litigation disclosed in Schedule 4 (Silicosis Litigation), no litigation, arbitration or administrative proceedings of or before any court or arbitral body have been started or (to the best of its knowledge and

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belief, after due enquiry) threatened against it which could reasonably be expected to affect the validity, legality or enforceability of any Finance Documents to which it is a party or its obligations thereunder.

16.1.15 No Winding-Up

16.1.15.1 No Material Group Company has taken any corporate action, nor have any other steps been taken or legal proceedings started or (to the best of its knowledge and belief, after due enquiry) threatened against any Material Group Company, for its winding-up, dissolution, administration, re-organisation or the commencement of business rescue proceedings or for the enforcement of any Encumbrance over all or any of its revenues or assets or for the appointment of a receiver, administrator, administrative receiver, business rescue practitioner, conservator, custodian, trustee or similar officer of it or of all or any of its assets, which in the case of a Material Group Company (other an Obligor) could reasonably be expected to have a Material Adverse Effect.

16.1.15.2 The board of any Material Group Company that is financially distressed, which in the case of a Material Group Company (other than an Obligor) could reasonably be expected to have a Material Adverse Effect, has delivered the written notice required in terms of section 129(7) of the Companies Act.

16.1.16 No Encumbrances

16.1.16.1 No Encumbrance exists over all or any of the assets of any Material Group Company except for Permitted Encumbrances.

16.1.16.2 No Encumbrance would arise as a result of the execution of and performance of its rights and obligations under the Finance Documents.

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16.1.17 Assets

It and each Material Group Company has good title to or validly leases or licenses all of the assets necessary to carry on its business as presently conducted, to the extent that failure to comply with this clause 16.1.17 (Assets) could reasonably be expected to have a Material Adverse Effect.

16.1.18 Insurance

Each Material Group Company maintains insurances on and in relation to its business and assets against those risks and to the extent as is usual for companies in the jurisdiction in which it conducts its business carrying on substantially similar business in such jurisdiction.

16.1.19 Environmental Compliance

Each Material Group Company has adopted and complies with an environmental policy which requires monitoring of and compliance with all applicable Environmental Law and Environmental Permits applicable to it from time to time unless non-compliance with such policy could not reasonably be expected to cause a Material Adverse Effect.

16.1.20 Environmental Claims

Other than as disclosed in the Original Financial Statements or the financial statements most recently delivered to the Facility Agent pursuant to clause 17.1 (Financial Statements), no Environmental Claim (not of a frivolous or vexatious nature) has been commenced or (to the best of its knowledge and belief, having made due enquiry) is threatened against any Material Group Company where that claim would be reasonably likely, if determined against that Material Group Company, to have a Material Adverse Effect.

16.1.21 Taxation

16.1.21.1 It and each Material Group Company has duly and punctually

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paid and discharged all Taxes imposed upon it or its assets within the time period allowed without incurring penalties except to the extent that:

a) payment is being contested in good faith, it has maintained adequate reserves for those Taxes and payment can be lawfully withheld; or

b) the aggregate amount of Taxes being withheld does not exceed US$30,000,000 (or its equivalent).

16.1.21.2 It is not and no Material Group Company is materially overdue in the filing of any Tax returns.

16.1.22 Ownership of Material Group Companies

16.1.22.1 Each existing Material Group Company on the date of this Agreement (other than the Cerro Corona Subsidiary, Newshelf, GFO, GFIJVH and the Ghanaian Companies) is a wholly-owned Subsidiary of the Parent and any member of the Group which becomes a Material Group Company after the date of this Agreement will be a wholly or partially owned Subsidiary of the Parent and the members of the Group holding the shares in such Material Group Company have not reduced their shareholding in such Subsidiary below the level of their shareholding at the time such Subsidiary became a Material Group Company.

16.1.22.2 The Parent holds at least 74% (seventy-four percent) of the issued share capital of Newshelf.

16.1.22.3 Newshelf holds at least 74% (seventy-four percent) of the issued share capital of each of GFO and GFIJVH.

16.1.22.4 The Parent indirectly holds at least 90% (ninety percent) of the issued share capital of each Ghanaian Company.

16.1.22.5 The Parent indirectly holds at least 99% (ninety-nine percent) of

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the common shares in the share capital of the Cerro Corona Subsidiary (which equates to 98,5% (ninety eight comma five percent) of the issued and outstanding shares in the share capital of the Cerro Corona Subsidiary).

16.1.23 Anti-corruption

Each Material Group Company has conducted its businesses in compliance with the Applicable Anti-Corruption Laws and has instituted policies and procedures designed to promote and achieve compliance with such laws.

16.1.24 No Material Adverse Effect

There has been no change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Obligors or the Group taken as a whole since 31 December 2016 which could reasonably be expected to have a Material Adverse Effect.

16.2 Repetition

16.2.1 All the representations and warranties in this clause 16 (Representations and Warranties) are made by each Obligor on the Signature Date (other than in respect of clause 16.1.12, which is deemed to be made on the date such information is provided).

16.2.2 The Repeating Representations are made or deemed to be made by an Additional Guarantor, the day on which it becomes an Additional Guarantor.

16.2.3 All the representations and warranties in this clause 16 are deemed to be made by each Obligor (by reference to the facts and circumstances then existing) on the date of each Utilisation Request and Utilisation Date.

16.2.4 The Repeating Representations are deemed to be made on each Repetition Date by each Obligor in either case by reference to the facts and circumstances then existing on that Repetition Date.

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16.2.5 For the purposes of clause 16.2.2 above:

16.2.5.1 “Repeating Representations” means the representations and warranties contained in clause 16.1.1 (Status) to clause 16.1.24 (No Material Adverse Effect) (each inclusive) with the exception of clauses 16.1.3 (Binding Obligations), 16.1.6 (Governing Law and Enforcement), 16.1.8 (Deduction of Tax), 16.1.9 (No Filing or Stamp Taxes), 16.1.11 (No Misleading Information) and 16.1.14 (No Proceedings Pending or Threatened); save that the references in clauses 16.1.12.1 and 16.1.12.2 to “the Original Financial Statements” shall, for the purposes of this Repeating Representation, be construed as references to the most recent audited consolidated financial statements of the Group and the audited financial statements of the Borrowers and each Guarantor delivered to the Facility Agent under clause 17.1 (Financial Statements).

16.2.5.2 “Repetition Date” means the first day of each Interest Period (other than on the first day of the first Interest Period for a Loan).

16.3 Reliance

The Finance Parties have entered into the Finance Documents to which each of them is a party on the strength of, and relying on, the representations and warranties set out in clause 16.1 (Representations and Warranties), each of which shall be deemed to be a separate representation and warranty given without prejudice to any other representation or warranty and deemed to be a material representation inducing the Finance Parties to enter into the Finance Documents to which each of them is party.

17. INFORMATION UNDERTAKINGS

The undertakings in this clause 17 (Information Undertakings) are given in favour of each Finance Party and remain in force from the Signature Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

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17.1 Financial Statements

The Parent shall supply to the Facility Agent:

17.1.1 as soon as the same become available, but in any event within 120 (one hundred and twenty) days after the end of each of its Financial Years the audited consolidated financial statements of the Parent for that Financial Year;

17.1.2 as soon as the same become available, but in any event within 150 (one hundred and fifty) days after the end of each of its Financial Years:

17.1.2.1 the audited financial statements of each Obligor (other than Gruyere Holdings Pty Ltd, GF Holdings, GF Ghana and GFOH unless there is a legal requirement to audit its financial statements and any other Obligor which is not legally required to audit its financial statements) for that Financial Year; and

17.1.2.2 if the audited financial statements of Gruyere Holdings Pty Ltd, GF Holdings, GF Ghana and/or GFOH and/or any other Obligor which is not legally required to audit its financial statements (as the case may be) are not delivered under 17.1.2.1 above, the unaudited financial statements of Gruyere Holdings Pty Ltd, GF Holdings, GF Ghana and/or GFOH and/or any other Obligor which is not legally required to audit its financial statements (as the case may be) for that Financial Year; and

17.1.3 as soon as the same become available, but in any event within 60 (sixty) days after the first 6 (six) Months of each of its Financial Years:

17.1.3.1 the unaudited financial statements of each Obligor for the first 6 (six) Month period of that Financial Year; and

17.1.3.2 the unaudited consolidated financial statements of the Parent for the first 6 (six) Month period of that Financial Year.

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17.2 Compliance Certificate

17.2.1 The Parent shall supply to the Facility Agent, with each set of consolidated financial statements delivered pursuant to clause 17.1.1 and 17.1.3 of clause 17.1 (Financial Statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with clause 18 (Financial Covenants) as at the date as at which those financial statements were drawn up.

17.2.2 Each Compliance Certificate shall be signed by 2 (two) directors of the Parent and, if required to be delivered with the audited consolidated financial statements delivered pursuant to clause 17.1.2.1 of clause 17.1 (Financial statements), by the Auditors.

17.3 Requirements as to Financial Statements

17.3.1 Each set of financial statements delivered pursuant to clause 17.1 (Financial Statements) shall be certified by a director of the Obligor as fairly representing its financial condition as at the date as at which those financial statements were drawn up.

17.3.2 Each Obligor shall procure that each set of financial statements delivered pursuant to clause 17.1 (Financial Statements) is prepared in accordance with GAAP, the requirements of its jurisdiction of incorporation and accounting practises and financial reference periods consistent with those applied in the preparation of the Original Financial Statements.

17.3.3 Clause 17.3.2 shall not apply to the extent that, in relation to any sets of financial statements, the Obligor notifies the Facility Agent that there has been a change in GAAP or the accounting practices or reference periods and its Auditors (in the case of its annual audited financial statements) or the Parent (in the case of any of its other financial statements) delivers to the Facility Agent:

17.3.3.1 a description of any change necessary for those financial statements to reflect GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

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17.3.3.2 sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause 18 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

17.3.4 If an Obligor notifies the Facility Agent of a change in accordance with clause 17.3.3 above, then an Obligor and the Facility Agent shall enter into negotiations in good faith with a view to agreeing:

17.3.4.1 whether or not the change might result in material alteration in the commercial effect of any of the terms of this Agreement or any other Finance Document; and

17.3.4.2 if so, any amendments to this Agreement or any other Finance Document which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms,

and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

17.3.5 Any reference in this Agreement to “financial statements” shall be construed as a reference to those financial statements as the same may be adjusted under this clause 17.3 to reflect the basis upon which the Original Financial Statements were prepared.

17.4 Access to Records

At any time after the occurrence of a Default and for so long as it is continuing, upon the request of the Facility Agent, each Obligor shall (at that Obligor’s expense) provide to that person or any of its representatives and professional advisors such access to that Obligor’s records (including its

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general ledger), books and assets as that person may require at reasonable times and upon reasonable notice.

17.5 Information: Miscellaneous

Each Obligor shall supply to the Facility Agent (in sufficient copies for all Finance Parties, if the Facility Agent so requests under clause 17.7 (Delivery of Information)):

17.5.1 all documents dispatched by that Obligor to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

17.5.2 the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Group Company which, if adversely determined against it, would be reasonably likely to result in a Material Adverse Effect; and

17.5.3 such further information (including an extract of its general ledger) regarding the financial condition, business and operations of any Group Company as any Finance Party (through the Facility Agent) may reasonably request.

17.6 Notification of Default

17.6.1 Each Obligor shall notify in writing the Facility Agent of any Default and the steps, if any, being taken to remedy it promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor). This obligation extends (without limitation) to any facts or circumstances:

17.6.1.1 Which are reasonably likely to result in the commencement of business rescue proceedings, whether commenced by the board of directors of each Obligor, by an affected person or at the instance of the court pursuant to a court order commencing business rescue proceedings;

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17.6.1.2 Related to the receipt by it of any application from an affected person in terms of section 131 of the Companies Act, a copy of which application and all related documentation shall be promptly delivered by the Obligor to the Facility Agent; and

17.6.1.3 Related to the convening of a meeting of the board of directors of the Obligor to consider a resolution by such board to commence business rescue proceedings, a copy of which resolution shall promptly be delivered by the Obligor to the Facility Agent.

17.6.2 Each Obligor undertakes to deliver to the Facility Agent, written notice, no later than 5 (five) Business Days prior to the date upon which a board meeting to approve a resolution contemplated under section 129 of the Companies Act is to be held, together with the details of the date and place at which the meeting will be held so as to enable the Facility Agent in its discretion to attend such meeting. The Obligors further agree that the Facility Agent shall be entitled in its discretion to attend the meeting and should it do so then the Facility Agent shall, subject to applicable laws, have the right to be consulted in respect of the appointment of an appropriate business rescue practitioner.

17.6.3 Promptly upon a request by the Facility Agent, each Borrower shall supply to the Facility Agent a certificate signed by 2 (two) directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing specifying the Default and the steps, if any, being taken to remedy it).

17.7 Delivery of Information

17.7.1 Without prejudice to clause 26 (Notices and Domicilia), any documents to be delivered under this clause 17 (Delivery of Information) may be delivered by the Obligors to the Facility Agent (and by the Facility Agent to the Lenders):

17.7.1.1 by e-mail where the Majority Lenders have expressly agreed, by written notice to the Facility Agent, to receive such documents by

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e-mail and has informed the Facility Agent of an e-mail address pursuant to clause 26 (Notices and Domicilia), provided that, for this purpose, any such notification shall also be followed-up by telefax; or

17.7.1.2 to the extent that it becomes common practise in South Africa to do so and the Facility Agent has agreed to do so and (as applicable) a Finance Party has expressly agreed, by written notice to the Facility Agent (such agreement not to be unreasonably withheld or delayed), by reference to a website, the address of which (and the location of the relevant documents at such website) has been confirmed to such Party in accordance with clause 26 (Notices and Domicilia).

17.7.2 If a Finance Party requests delivery to it of a paper copy of any document to be delivered by an Obligor under this clause 17 (Information Undertakings) in place of an electronic copy of such document, it shall notify the Facility Agent accordingly. The Facility Agent shall request an Obligor in writing to provide such paper copies promptly upon receipt of any such notice and such Obligor shall be obliged promptly to do so.

17.8 Know your customer requirements

17.8.1 If any Finance Party (or any prospective New Lender) is obliged to comply with know your customer or similar identification procedures under the Financial Intelligence Centre Act, 2001 or any similar legislation in circumstances where the necessary information is not already available to it, each Obligor must promptly, on the request of that Finance Party, supply to the Finance Party any documentation or other evidence which that Finance Party reasonably requests (whether for itself or on behalf of a prospective new Lender) to enable that Finance Party or prospective New Lender to carry out all such procedures.

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17.8.2 The Parent shall, by not less than 10 (ten) Business Days’ prior written notice to the Facility Agent, notify the Facility Agent (which shall promptly notify the Lenders) of its intention to request that one of the subsidiaries becomes an Obligor pursuant to clause 0 (Changes to the Obligors) either as an Additional Borrower or Additional Guarantor.

17.8.3 Following the giving of any notice pursuant to clause 17.8.2 above, if the accession of any Additional Obligor requires any Finance Party to carry out know your customer procedures in circumstances where the required information is not already available to it, the Parent must promptly, on request by that Finance Party, supply to the Finance Party any documentation or other evidence which that Finance Party reasonably requires in order to carry out all applicable know your customer procedures.

17.8.4 Each Lender must promptly on the request of the Facility Agent supply to the Facility Agent any documentation or other evidence which is reasonably required by the Facility Agent to carry out and be satisfied with the results of all know your customer requirements.

18. FINANCIAL COVENANTS

18.1 Financial Condition

The Parent shall ensure that for so long as any amount is outstanding under a Finance Document or any Commitment is in force:

18.1.1 the ratio of Consolidated EBITDA to Consolidated Net Finance Charges in respect of any Measurement Period shall be or shall exceed 5:1;

18.1.2 the ratio of Consolidated Net Borrowings to Consolidated EBITDA shall not in respect of any Measurement Period exceed 2.5:1.

18.2 Financial Testing

The Financial Covenants shall be tested by reference to each of the financial statements and/or each Compliance Certificate delivered pursuant to clause

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17.2 (Compliance Certificate).

18.3 Breach of a Financial Condition Undertaking

Immediately upon becoming aware of a breach of any of the Financial Covenants, each Obligor shall notify the Facility Agent (and provide such details about the breach as the Facility Agent may request) (unless that Obligor is aware that a notification has already been provided by another Obligor).

19. GENERAL UNDERTAKINGS

The undertakings in this clause 19 (General Undertakings) are given in favour of each Finance Party and remain in force from the Signature Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

19.1 Authorisation

Each Obligor shall promptly:

19.1.1 obtain, comply with and do all that is necessary to maintain in full force and effect; and

19.1.2 upon written request by the Facility Agent or a Finance Party supply certified copies to the Facility Agent of,

any authorisation required or desirable under any applicable law to enable it to perform its obligations under the Finance Documents to which it is a Party and to ensure the legality, validity, enforceability or admissibility in evidence of any Finance Documents.

19.2 Compliance with Laws

Each Obligor shall comply in all respects with all laws and regulations (including, but not limited to, Environmental Law) to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents to which it is a party.

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19.3 Negative Pledge

19.3.1 No Obligor shall (and the Parent shall procure that no other Material Group Company will) create or permit to subsist any Encumbrance over any of its assets.

19.3.2 No Obligor shall (and the Parent shall procure that no other Material Group Company will):

19.3.2.1 sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by it or by an Obligor or any other member of the Group;

19.3.2.2 sell, transfer, cede or otherwise dispose of any of its receivables on recourse terms;

19.3.2.3 enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

19.3.2.4 enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising any form of Financial Indebtedness or of financing the acquisition of an asset.

19.3.3 Clauses 19.3.1 and 19.3.2 above do not apply to Permitted Encumbrances.

19.4 Financial Indebtedness

The Parent shall not (and the Parent shall procure that no member of the Group (other than a Guarantor or a Project Finance Subsidiary) shall) incur, create or permit to subsist or have outstanding any Financial Indebtedness or enter into any agreement or arrangement whereby it is entitled to incur, create or permit to subsist any Financial Indebtedness other than Permitted Indebtedness.

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19.5 Disposals and Mergers

19.5.1 No Obligor shall (and the Parent shall ensure that no other Material Group Company will):

19.5.1.1 enter into a single transaction or a series of transactions (whether related or not) and whether voluntarily or involuntarily to sell, lease, transfer or otherwise dispose of any assets; or

19.5.1.2 enter into any amalgamation, demerger, merger or corporate reconstruction.

19.5.2 Clause 19.5.1 above does not apply to:

19.5.2.1 Permitted Disposals; or

19.5.2.2 any amalgamation, demerger, merger or corporate reconstruction of any member of the Group, without insolvency, if:

a) in respect of the Obligors or the successors-in-title or assignees of the Obligors, the Finance Documents are preserved as binding upon the amalgamated, demerged, merged and/or reconstructed members of the Group; and

b) the amalgamated, demerged, merged and/or reconstructed companies will be members of the Group; and

c) such amalgamation, demerger, merger and/or corporate reconstruction will not have a Material Adverse Effect.

19.6 Pari Passu Ranking

Each Obligor shall ensure that at all times the claims of the Finance Parties against it under the Finance Documents rank at least pari passu with claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally in its jurisdiction of incorporation.

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19.7 Change of Business

Each Obligor shall procure that no substantial change is made to the general nature of its business or the business of the Group taken as a whole from that carried on as at the Signature Date.

19.8 Insurance

Each Obligor shall (and the Parent shall ensure that each Material Group Company will) maintain insurances on and in relation to its business and assets with reputable underwriters or insurance companies against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.

19.9 Environmental Compliance

19.9.1 Each Obligor shall (and the Parent shall ensure that each Material Group Company will) comply in all material respects with all Environmental Laws and obtain and maintain any Environmental Permits, take all reasonable steps in anticipation of known or expected future changes to or obligations under the same, and implement procedures to monitor compliance with and to prevent liability under any Environmental Law, to the extent required by applicable law.

19.10 Environmental Claims

Each Obligor shall inform the Facility Agent, in writing as soon as reasonably practical upon becoming aware of the same:

19.10.1 if any Environmental Claim (not of a frivolous or vexatious nature) has been commenced or (to the best of its knowledge and belief, having made due enquiry) threatened against any Material Group Company; or

19.10.2 of any facts or circumstances which will or are reasonably likely to result in any Environmental Claim (not of a frivolous or vexatious nature) being commenced or threatened against any Material Group Company,

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where the claim would be reasonably likely, if determined against that Material Group Company, to have a Material Adverse Effect.

19.11 Sanctions

The Parent shall not (and shall procure that no Subsidiary will):

19.11.1 knowingly use, contribute or otherwise make available the proceeds of any Facility for the purpose of financing or making funds available directly; or

19.11.2 use, contribute or otherwise make available the proceeds of any Facility for the purpose of financing or making funds available indirectly,

to any person which is the subject or target of any Sanctions or located in a Sanctioned Country, to the extent such financing or provision of funds is prohibited by Sanctions.

19.12 Taxation

Each Obligor shall (and the Parent shall ensure that each other Material Group Company will) duly and punctually pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring material penalties, except to the extent:

19.12.1 that such payment is being contested in good faith;

19.12.2 adequate reserves are being maintained for those Taxes; and

19.12.3 where such payment can be lawfully withheld.

19.13 Maintenance of Legal Status

Each Obligor shall (and the Parent shall ensure that each Material Group Company will) do all such things as are necessary to maintain its existence as a legal person and shall maintain its books and records in good order and make all necessary corporate filings with the relevant authorities in its jurisdiction of incorporation.

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19.14 Maintenance of Assets

Each Obligor shall (and the Parent shall ensure that each other Material Group Company shall) ensure that it has good title to or validly leases or licences all of the assets necessary and has all consents and/or authorisations necessary to carry on its business as conducted to the extent that failure to comply with this clause 19.14 could reasonably be expected to have a Material Adverse Effect.

19.15 Acquisitions

19.15.1 No Obligor shall (and the Parent shall ensure that no Material Group Company will), acquire any assets or business or make any investments.

19.15.2 Clause 19.5.1 above shall not apply to:

19.15.2.1 any acquisition of assets or business or any investment made, in each case, on arms length terms where the aggregate amount of consideration for that acquisition or investment does not exceed 20 per cent. of Market Capitalisation;

19.15.2.2 any acquisition or investment made in the ordinary course of trading of the acquiring or investing entity;

19.15.2.3 any investment in the ordinary course of trading of the Group of cash whose disposal is permitted under Clause 19.5 (Disposals and Mergers);

19.15.2.4 an acquisition or investment by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal; or

19.15.2.5 any acquisition or investment (not being an acquisition that is classed as a “Category 1” transaction under the Listing Requirements of the JSE Limited):

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a) made on arms length terms;

b) where the amount of consideration for such acquisition or investment is funded directly, or out of the proceeds of, an issue of shares in the Parent; and

c) in respect of which the Parent has confirmed to the Agent that the LTM EBITDA of the entity or asset to be acquired or invested in is positive, and that the asset or entity will be immediately cash accretive to the Group as certified by the Parent in a certificate signed by the chief financial officer of the Parent.

19.15.3 For the purposes of this clause 19.15:

“LTM EBITDA” of an entity or asset means, at any time, the last 12 Months’ earnings before interest, tax, depreciation and amortisation of that entity or attributable to that asset (determined by reference to the most recently available financial statements relevant to that entity or asset).

19.16 Anti-corruption

19.16.1 No Obligor shall (and the Parent shall ensure that no Material Group Company will) directly or indirectly use the proceeds of the Facilities for any purpose which would breach any Applicable Anti-Corruption Laws.

19.16.2 The Parent shall (and shall ensure that each of its Material Group Companies will) maintain and enforce, policies and procedures designed to promote and ensure compliance with all Applicable Anti-Corruption Laws.

19.17 Ownership of Material Group Companies

Subject to applicable law, the Parent shall ensure that:

19.17.1 each existing Material Group Company on the date of this Agreement (other than the Cerro Corona Subsidiary, Newshelf, GFO, GFIJVH and

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the Ghanaian Companies) is and continues to be a wholly-owned Subsidiary of the Parent and each member of the Group which becomes a Material Group Company after the date of this Agreement is a wholly or partially owned Subsidiary of the Parent and that members of the Group will hold and continue to hold at least the same percentage of the issued share capital of such Material Group Company as was held by members of the Group at the time such Subsidiary became a Material Group Company;

19.17.2 the Parent holds and continues to hold at least 74% (seventy-four percent) of the issued share capital of Newshelf;

19.17.3 Newshelf holds and continues to hold at least 74% (seventy-four percent) of the issued share capital of each of GFO and GFIJVH;

19.17.4 the Parent indirectly holds and continues to indirectly hold at least 90% (ninety percent) of the issued share capital of each Ghanaian Company; and

19.17.5 the Parent indirectly holds and continues to indirectly hold at least 99% (ninety-nine percent) of the common shares in the share capital of the Cerro Corona Subsidiary (which equates to 98,5% (ninety eight comma five percent) of the issued and outstanding shares in the share capital of the Cerro Corona Subsidiary).

19.18 Loans or credit

19.18.1 Except as permitted under paragraph 19.18.2 below, no Obligor shall (and the Parent shall ensure that no other Material Group Company will) be a creditor in respect of any Financial Indebtedness, or incur, grant or allow to remain outstanding any guarantees (except as required under the Finance Documents) in respect of any Financial Indebtedness.

19.18.2 Paragraph 19.18.1 above does not apply to:

19.18.2.1 a Permitted Loan;

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19.18.2.2 a Permitted Guarantee; or

19.18.2.3 for the avoidance of doubt, any performance or similar bond guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of trade, including any environmental bond which a member of the Group is required to issue under any applicable law.

19.19 Most Favoured Lender Agreement

19.19.1 Subject to paragraph 19.19.2 below, the Parent shall not (and shall ensure that no Obligor or Material Group Company will):

19.19.1.1 enter into any credit facility, bond or note facility (each an “MFL Agreement”) that contains or benefits from a Relevant Provision which is either not included in this Agreement (and would be beneficial to the Lenders) or would be more beneficial to the lenders, noteholders or bondholders under such MFL Agreement than any analogous provision of this Agreement is to the Lenders, or

19.19.1.2 amend any MFL Agreement so that the lenders, noteholders or bondholders under such MFL Agreement benefit from a Relevant Provision which is either not included in this Agreement (and would be beneficial to the Lenders) or would be more beneficial to the lenders, noteholders or bondholders under such MFL Agreement than any analogous provision of this Agreement is to the Lenders,

unless in each case, the Parent promptly and in any event within ten (10) Business Days after such circumstance arises gives notice accordingly to the Facility Agent (the “MFL Notice”) and provides a copy of the Relevant Provision to the Facility Agent.

19.19.2 Paragraph 19.19.1 above shall not apply to:

19.19.2.1 any credit facility, bond or note facility entered into by the Parent,

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an Obligor or a Material Group Company which is existing as at the date of this Agreement (an “Existing MFL Agreement”) save in respect of amendments made to such Existing MFL Agreements;

19.19.2.2 any credit facility, bond, or note facility entered into for the purpose of refinancing a facility made available under an Existing MFL Agreement (a “Refinancing MFL Agreement”) on substantially the same terms as the Existing MFL Agreement it is refinancing; or

19.19.2.3 any credit facility, bond or note facility, in relation to which the Financial Indebtedness to be incurred, or incurred thereunder constitutes Project Finance Borrowings (a “Project Finance Borrowing MFL Agreement”).

19.19.3 Unless the Agent (acting on the instructions of the Majority Lenders) notifies the Parent within fifteen (15) Business Days after receipt of the MFL Notice that it does not wish to accept the Relevant Provision, such Relevant Provision shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if fully set out in this Agreement, without any further action required on the part of any Party, effective as of the date when such Relevant Provision became effective under the MFL Agreement. Thereafter each Obligor will promptly enter into such documentation and take such other action as the Agent (acting on the instructions of the Majority Lenders) may reasonably request in order to give effect to (and give evidence of authorisation of) any amendments or additions to this Agreement required to give effect to the Relevant Provision under this Agreement.

20. DEFAULT

20.1 Events of Default

Each of the events set out in this clause 19.18 (Default) is an Event of Default (whether or not caused by any reason whatsoever outside the control of the Borrowers, any other Obligor or any other person).

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20.1.1 Non-Payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless payment is made within 3 (three) Business Days of its due date.

20.1.2 Financial Covenants

Any requirement of clause 18 (Financial Covenants) is not satisfied.

20.1.3 Other Obligations under Finance Documents

20.1.3.1 Subject to clause 20.3 (Remedy), an Obligor does not comply with any provision of the Finance Documents (other than those referred to in clause 20.1.1 (Non-Payment) and clause 20.1.2 (Financial Covenants).

20.1.3.2 No Event of Default will occur under clause 20.1.3.1 if the Taxes not duly and punctually paid and discharged and in respect of which the undertaking contained in clause 19.11 (Taxation) is given do not exceed an amount of US$30 000 000 (Thirty Million United States Dollars) (or its equivalent).

20.1.4 Misrepresentation

20.1.4.1 Subject to clause 20.3 (Remedy), any representation or statement made or in the case of clause 16.2.1 (Repetition), deemed to be made by any Obligor or in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Documents is or is proved to have been incorrect or misleading in any material and adverse respect when made or in the case of clause 16.2.1 (Repetition), deemed to be made.

20.1.4.2 No Event of Default will occur under clause 20.1.4.1 if the Taxes

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in respect of which the representation contained in clause 19.11 (Taxation) was made does not exceed an amount of US$30 000 000 (Thirty Million United States Dollars) (or its equivalent).

20.1.5 Cross-Default

20.1.5.1 Any Financial Indebtedness of a Material Group Company is not paid when due, nor where there is an applicable grace period, within the originally applicable grace period.

20.1.5.2 Any Financial Indebtedness of a Material Group Company is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

20.1.5.3 Any commitment for any Financial Indebtedness of a Material Group Company is cancelled or suspended by a creditor of a Material Group Company as a result of an event of default (however described).

20.1.5.4 Any creditor of a Material Group Company becomes entitled to declare any Financial Indebtedness of a Material Group Company due and payable prior to its specified maturity as a result of an event of default (however described).

20.1.5.5 No Event of Default will occur under this clause 20.1.5 (Cross Default) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness, falling within clauses 20.1.5.1 to 20.1.5.4 is less than US$30 000 000 (Thirty Million United States Dollars) (or its equivalent).

20.1.6 Insolvency

20.1.6.1 Any Material Group Company is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its

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debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its classes of creditors with a view to rescheduling any of its Financial Indebtedness which in the case of a Material Group Company (other than an Obligor) could reasonably be expected to have a Material Adverse Effect.

20.1.6.2 The value of the assets of any Material Group Company, fairly valued, is less than its liabilities (taking into account contingent and prospective liabilities) which in the case of a Material Group Company (other than an Obligor) could reasonably be expected to have a Material Adverse Effect.

20.1.6.3 A moratorium is declared or takes effect in respect of any Financial Indebtedness of any Material Group Company.

20.1.6.4 Any Material Group Company is financially distressed, which in the case of a Material Group Company (other than an Obligor) could reasonably be expected to have a Material Adverse Effect, and the board of that Material Group Company has not timeously delivered the written notice required in terms of section 129(7) of the Companies Act.

20.1.7 Insolvency Proceedings

Any corporate action, legal proceedings or other similar procedure or steps taken in relation to:

20.1.7.1 the suspension of payments, a moratorium of any Financial Indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Material Group Company;

20.1.7.2 a composition, compromise, assignment or arrangement with any creditor or class of creditors of any Material Group Company;

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20.1.7.3 the appointment of a liquidator, receiver, administrator, administrative receiver, judicial manager, compulsory manager or other similar officer in respect of any Material Group Company or any of its assets;

20.1.7.4 enforcement of any Encumbrance over any assets of any Material Group Company; or

20.1.7.5 any analogous procedure or step is taken in any jurisdiction and any such procedure or proceedings are not contested in good faith nor discharged within thirty (30) days (or such shorter period provided for contesting such procedure or proceedings under the laws of the relevant jurisdiction).

20.1.8 Failure to comply with Final Judgement

Any Material Group Company fails within 5 (five) Business Days of the due date to comply with or pay any sum due from it under any material final judgement or any final order made or given by any court of competent jurisdiction. For the purposes of this clause 20.1.7.1 (Failure to comply with Final Judgement), a “material final judgement” shall be any judgement for the payment of a sum of money in excess of US$30 000 000 (or its equivalent).

20.1.9 Creditors’ Process

Any expropriation (other than an expropriation where fair compensation is received) or the operation of the attachment, sequestration, distress or execution affects any material asset of a Material Group Company and is not discharged within 21 (twenty-one) days. For the purposes of this clause 20.1.9 (Creditor’s Process) a “material asset” is any single income producing asset of the relevant Material Group Company which contributes not less than 5% (five percent) towards the Consolidated EBITDA or gross assets of the Group (calculated according to the most recent set of audited consolidated financial statements delivered pursuant to clause 17.1 (Financial Statements)), provided that any loss

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of mineral rights arising as a result of the operation of the Mineral and Petroleum Resources Development Act, No. 28 of 2002 (the “MPRDA”) (including the broad-based socio-economic empowerment charter (the “Mining Charter”), the revised Mining Charter, the Code of Good Practice for the Minerals Industry and the Housing and Living Condition Standard for the Mining Industry published in accordance with the MPRDA), substantially in its current form as at the Signature Date and/or the operation of the Mineral and Petroleum Resources Royalty Act, No. 28 of 2008, substantially in its current form as at the Signature Date, shall not constitute an expropriation for the purposes of this clause 20.1.9 (Creditor’s Process).

20.1.10 Unlawfulness

It is or becomes unlawful for an Obligor to perform any of its obligations under the Financial Documents or such obligations cease to be legal, valid, binding or enforceable obligations.

20.1.11 Repudiation

An Obligor repudiates a Finance Document or any Finance Document is declared to be or is otherwise unenforceable against an Obligor by a court of the jurisdiction of incorporation of the relevant Obligor.

20.1.12 Governmental Intervention

By or under the authority of any government:

20.1.12.1 the management of any Material Group Company is wholly or partially displaced or the authority of any Material Group Company in the conduct of its business is wholly or partially curtailed; or

20.1.12.2 all or a majority of the issued shares of any Material Group Company or material part of its revenues or assets is seized, nationalised, expropriated or compulsorily acquired. For the

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purposes of this clause 20.1.12 (Governmental Intervention) “material part of its revenues or assets” shall in relation to the relevant Material Group Company be construed as revenues comprising not less than 5% (five percent) of the Consolidated EBITDA or gross assets of the Group calculated mutatis mutandis in accordance with the provisions of clause 20.1.9 (Creditor’s Process) or assets which contribute not less than 5% (five percent) towards the Consolidated EBITDA or gross assets of the Group calculated mutatis mutandis accordance with the provisions of clause 20.1.9 (Creditor’s Process), provided that neither the implementation of the MPRDA (including the Mining Charter, the revised Mining Charter, the Code of Good Practice for the Minerals Industry and the Housing and Living Condition Standard for the Mining Industry published in accordance with the MPRDA) substantially in its current form as at the Signature Date nor the implementation of the Mineral and Petroleum Resources Royalty Act, No. 28 of 2008, substantially in its current form as at the Signature Date, shall constitute a seizure, nationalisation, expropriation or compulsory acquisition as contemplated by this clause 20.1.12 (Governmental Intervention).

20.1.13 Material Adverse Effect

Any change occurs in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Obligors or the Group taken as a whole since 31 December 2016, which has resulted in or could reasonably be expected to have a Material Adverse Effect.

20.1.14 Cessation of Business

Any Material Group Company ceases to carry on the business which it undertakes at the Signature Date.

20.2 Acceleration

20.2.1 If any Event of Default occurs which is continuing, the Facility Agent

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shall be entitled (acting on the instructions of the Majority Lenders) and without prejudice to any other rights or remedies which the Finance Parties may have under any of the Financial Documents by notice to the Borrowers and the Parent to:

20.2.1.1 cancel the Total Commitments whereupon they shall immediately be cancelled;

20.2.1.2 declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

20.2.1.3 declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent on the instructions of the Majority Lenders.

20.3 Remedy

20.3.1 No Event of Default under this clause 20.1 (Events of Default) (other than those referred to in clause 20.1.1 (Non-payment) and 20.1.2 (Financial covenants)) will occur if the failure to comply or circumstance giving rise to the same is capable of remedy and is remedied by an Obligor within 10 (ten) days of the earlier of the Facility Agent giving notice to the Obligors or any Obligor becoming aware of the failure to comply.

20.3.2 For the purposes of clause 20.3.1, the events or circumstances referred to in clause 20.1.5 (Cross-default), clause 20.1.6 (Insolvency), clause 20.1.7 (Insolvency Proceedings), clause 20.1.8 (Failure to comply with final judgment), clause 20.1.9 (Creditors’ process), clause 20.1.10 (Unlawfulness), clause 20.1.11 (Repudiation), clause 20.1.12 (Governmental Intervention), clause 20.1.13 (Material Adverse Effect) and clause 20.1.14 (Cessation of Business) shall be deemed to be incapable of remedy save to the extent set out therein unless the Facility Agent determines otherwise.

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21. CHANGE OF PARTY

21.1 Cession and Delegation by the Lenders

21.1.1 Subject to this clause, any Lender (the “Existing Lender”) may:

21.1.1.1 cede any of its rights; or

21.1.1.2 delegate any of its obligations,

under this Agreement and any corresponding rights or obligations under any other Finance Document to another bank or financial institution, any one of whom shall be a new lender (the “New Lender”).

21.2 Consent of Parent to Cession and Delegation by the Lenders

21.2.1 The consent of the Parent is required for any cession or delegation by an Existing Lender, unless the cession or delegation is to (a) a Permitted Transferee, (b) another Lender, or (c) an affiliate of a Lender.

21.2.2 The consent of the Parent to a cession or delegation must not be unreasonably withheld or delayed. The Parent will be deemed to have given its consent 5 (five) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Parent within that time.

21.2.3 Notwithstanding clause 21.2.1, the Parent (acting reasonably) shall at any time (other than during the 15 (fifteen) Business Day notice period referred to in clause 21.6 (Notification)) be entitled to deliver a written notice to the Facility Agent specifying that it wishes to remove a Permitted Transferee from the list set out in Schedule 8 (Permitted Transferees). Such written notice shall set out reasonable grounds for the Parent’s request to remove such Permitted Transferee from the list set out in Schedule 8 (Permitted Transferees). If the Facility Agent is satisfied (acting on the instructions of the Lenders) that the Parent has reasonable grounds for such removal, the Facility Agent shall notify the Parent in writing accordingly and such Permitted Transferee shall

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thereupon cease to be a Permitted Transferee; provided that, to the extent that such Permitted Transferee is already a Lender as at the date of such removal, such removal shall not obligate any Finance Party to acquire or re-acquire such Permitted Transferee’s participation in any Loans.

21.3 New Lender to become Bound

In the event an Existing Lender cedes any of its rights or delegates any of its obligations as contemplated under clause 21.1 (Cession and Delegation by the Lender), the Existing Lender shall procure that the New Lender agrees to become bound by all the terms and conditions of this Agreement and the other Finance Documents to which the Existing Lender is a party as a party thereto.

21.4 Limitation of responsibility of Existing Lenders

21.4.1 Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

21.4.1.1 the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

21.4.1.2 the financial condition of any Obligor;

21.4.1.3 the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or

21.4.1.4 the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

21.4.2 Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

21.4.2.1 has made (and shall continue to make) its own independent

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investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

21.4.2.2 will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

21.4.3 Nothing in any Finance Document obliges an Existing Lender to:

21.4.3.1 accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 21.4 (Limitation of Responsibility of Existing Lenders); or

21.4.3.2 support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

21.5 Disclosure of Information

A Lender may disclose to any of its affiliates and/or any other person:

21.5.1 to (or through) whom that the Lender cedes, assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under the Finance Documents;

21.5.2 with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, the Finance Documents or any Obligor; or

21.5.3 to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation,

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any information about an Obligor, the Group and the Finance Documents as that Lender shall consider appropriate if, in relation to clauses 21.5.1 and 21.5.2 above, the person to whom the information is to be given has agreed to maintain such information as confidential information and has executed a Confidentiality Undertaking.

21.6 Notification

A Lender proposing to effect any cession, assignment or transfer occurring pursuant to this clause 21 (Change of Party) shall give the Parent and each other Finance Party 15 (fifteen) Business Days’ prior written notice of any such proposed cession, assignment or transfer.

21.7 Additional Parties

Each of the Lenders appoints the Facility Agent to receive on its behalf each Accession Undertaking delivered to the Facility Agent and to accept and sign it if, in the Facility Agent’s opinion, it is complete and appears on its face to be authentic and duly executed by the relevant acceding party and until accepted and signed by the Facility Agent that document shall not be effective.

22. CHANGES TO THE OBLIGORS

22.1 Assignment and transfer by Obligors

No Obligor may cede any of its rights or delegate any of its obligations under the Finance Documents without the prior written consent of the Facility Agent.

22.2 Additional Borrowers

22.2.1 The Parent may request that any of its Subsidiaries become an Additional Borrower. That Subsidiary shall become an Additional Borrower (and consequently an Additional Guarantor) if:

22.2.1.1 either:

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a) that Subsidiary is a wholly-owned Subsidiary incorporated in the same jurisdiction as an existing Borrower; or

b) all the Lenders, acting reasonably, approve the addition of that Subsidiary;

22.2.1.2 the Parent delivers to the Facility Agent a duly completed and executed Accession Undertaking;

22.2.1.3 the Parent confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and

22.2.1.4 the Facility Agent has received all of the documents and other evidence listed in paragraphs 1, 3, 4 and 6 of Schedule 2 (Financial Close Documents) mutatis mutandis in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent.

22.2.2 The Facility Agent shall notify the Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in paragraphs 1, 3, 4 and 6 of Schedule 2 (Financial Close Documents) mutatis mutandis in relation to that Additional Borrower.

22.3 Resignation of an Additional Borrower

22.3.1 The Parent may request that a Borrower (other than the Original Borrowers) ceases to be a Borrower by delivering to the Facility Agent a Resignation Letter.

22.3.2 The Facility Agent shall accept a Resignation Letter and notify the Parent and the Lenders of its acceptance if:

22.3.2.1 no Default is continuing or would result from the acceptance of the Resignation Letter (and the Parent has confirmed to the Facility Agent that this is the case); and

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22.3.2.2 the Borrower is under no actual or contingent obligations as a Borrower under any Finance Documents,

whereupon that company shall cease to be a Borrower and shall have no further rights or obligations under the Finance Documents.

22.4 Additional Guarantors

22.4.1 The Parent may request that any of its Subsidiaries become an Additional Guarantor. That Subsidiary shall become an Additional Guarantor if;

22.4.1.1 the Parent delivers to the Facility Agent a duly completed and executed Accession Undertaking; and

22.4.1.2 the Facility Agent has received all of the documents and other evidence listed in paragraphs 1, 3, 4 and 6 of Schedule 2 (Financial Close Documents) mutatis mutandis in relation to that Additional Guarantor, each in form and substance satisfactory to the Facility Agent.

22.4.2 The Facility Agent shall notify the Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in paragraphs 1, 3, 4 and 6 of Schedule 2 (Financial Close Documents) mutatis mutandis in relation to that Additional Guarantor.

22.5 Repetition of Representations

Delivery of an Accession Undertaking constitutes confirmation by the relevant Subsidiary that the representations in clause 16 (Representations and Warranties) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

22.6 Resignation of an Additional Guarantor

22.6.1 The Parent may request that a Guarantor (other than an Original Guarantor) ceases to be a Guarantor by delivering to the Facility Agent a Resignation Letter.

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22.6.2 The Facility Agent shall accept a Resignation Letter and notify the Parent and the Lenders of its acceptance if no Default is continuing or would result from the acceptance of the Resignation Letter and the Parent has confirmed to the Facility Agent that this is the case.

23. PAYMENT MECHANICS

23.1 All payments to be made by the Obligors under any of the Finance Documents shall be governed by the following provisions:

23.1.1 all payments shall be made to the Facility Agent on the due date for such payment into the bank account nominated by the Facility Agent;

23.1.2 all payments shall be made for value by no later than 15h00 on the due date for such payment; and

23.1.3 all payments shall be made in immediately available, freely transferable, cleared funds free and clear of set-off, deduction or counterclaim.

23.2 Partial payments

23.2.1 If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

23.2.1.1 first, in or towards payment pro rata of any due but unpaid fees, costs and expenses of the Facility Agent under the Finance Documents;

23.2.1.2 secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under the Finance Documents;

23.2.1.3 thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

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23.2.1.4 fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

23.2.2 The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in clauses 23.2.1.2 to 23.2.1.4.

23.2.3 Clauses 23.2.1 and 23.2.2 will override any appropriation made by an Obligor.

24. CONFIDENTIALITY

24.1 Without the prior written consent of the other Parties, each Party will keep confidential and will not disclose to any person:

24.1.1 the details of any document, the details of the negotiations leading to any document, and the information handed over to such Party during the course of negotiations, as well as the details of all the transactions or agreements contemplated in any document; and

24.1.2 all information relating to the business or the operations and affairs of the Parties (together “Confidential Information”).

24.2 The Parties agree to keep all Confidential Information confidential and to disclose it only to their officers, directors, employees, consultants, shareholders, professional advisers, auditors, any other divisions or affiliates of the Party and any person to whom the Lenders wish to cede any or their respective rights or delegate any of their respective obligations under any of the Finance Documents who:

24.2.1 have a need to know (and then only to the extent that each such person has a need to know);

24.2.2 are aware that the Confidential Information should be kept confidential;

24.2.3 are aware of the disclosing Party’s undertaking in relation to such information in terms of this Agreement; and

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24.2.4 have been directed by the disclosing Party to keep the Confidential Information confidential and have undertaken to keep the Confidential Information confidential. Furthermore, if either Party so requires, the other Party shall procure that each of its employees to whom such disclosure is made, provides a written undertaking of confidentiality to the requesting Party, on terms which meet with that Party’s reasonable satisfaction.

24.3 The obligations of the Parties in relation to the maintenance and non-disclosure of Confidential Information in terms of this Agreement do not extend to information that:

24.3.1 is disclosed to the receiving Party in terms of the Finance Documents but at the time of such disclosure such information is known to be in the lawful possession or control of that Party and not subject to an obligation of confidentiality; or

24.3.2 is or lawfully becomes public knowledge, otherwise than pursuant to a breach of this Agreement by the Party who received such Confidential Information; or

24.3.3 is required by the provisions of any law, statute or regulation or during any court proceedings, or by the rules or regulations of any recognised stock exchange or other regulatory authority (including the United States Securities and Exchange Commission) to be disclosed; or

24.3.4 is exchanged amongst the Lender and the Facility Agent for the purposes of or in connection with the instruction of the Facility Agent or for the purposes of exercising or enforcing any of their rights and/or in performing any of their obligations under this Agreement or any other Finance Document.

24.4 Each of the Finance Parties acknowledges that some or all of the Confidential Information of the Group is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any such Confidential Information for any unlawful purpose.

Page 105.

25. SET-OFF

25.1 A Finance Party may set-off any due and payable obligation owed by an Obligor under the Finance Documents to that Finance Party against any obligation owed by that Finance Party to that Obligor. Each Finance Party shall notify the relevant Obligor (giving full details) promptly after the exercise or purported exercise of any right under this clause 25;

25.2 Without derogating from any right or entitlement of the Finance Party, upon the commencement of business rescue proceedings, or the taking of any steps contemplated under the Companies Act in anticipation of business rescue proceedings, all amounts due and payable by the Obligor to the Finance Party, will at the option of the Finance Party (and without prior notice to the Obligor being required), be reduced by set-off against any other amounts (“Other Amounts”) due and payable by the Finance Party to the Obligor (whether or not arising under this Agreement). To the extent that any Other Amounts are so set-off, those Other Amounts will be discharged promptly in all respects. The Finance Party shall give notice to the Obligors of any set-off effected under this clause. Nothing in this clause will be effective to create a security interest. This clause will be without prejudice and in addition to any other right of set-off, offset, combination of accounts, lien, right of retention or withholding or similar right or requirement to which any party is at any time otherwise entitled or subject (whether by operation of law, contract or otherwise)

26. NOTICES AND DOMICILIA

26.1 Notices

26.1.1 Each Party chooses the addresses set out opposite its name below as its addresses to which any written notice in connection with the Finance Documents may be addressed.

Page 106.

26.1.1.1 ABSA:

	Credit Matters
Name:	Transaction Managers
Address:	15 Alice Lane, Sandton, 2196, Johannesburg.
Telephone Number:	011 - 772 7428 (Iraan Singh) 011 - 895 6466 (Suren Goburdhun)
E-mail:	CIBAfricaPMClient@barclayscapital.com

	Operational Matters
Name:	Operations
Address:	15 Alice Lane, Sandton, 2196, Johannesburg.
Telephone Number:	011 - 895 6198 (Bradley Naidoo) 011 – 895 7220 (Vanessa Pillay)
E-mail:	PCGLineLoansOps@barclayscapital.com

	Legal Notices & Security
Name:	Transaction Administration
Address:	15 Alice Lane, Sandton, 2196, Johannesburg.
Telephone Number:	011 - 895 6972
Telefax number:	011 - 895 7847
E-mail:	xradocmanvalidations@barclayscapital.com arlene.roelofse@absacapital.com

26.1.1.2 Facility Agent:

Absa Bank Limited (acting through its Corporate and Investment Banking Division

15 Alice Lane

Sandown

Sandton

2196

E-Mail: abcapagency@absacapital.com

26.1.1.1 Obligors:

150 Helen Road

SANDTON

2196

Telefax No: +2786 720 2704

Attention: Executive Vice President: Group

Page 107.

General Counsel

E-mail: Taryn.Harmse@goldfields.com

26.1.2 Any notice or communication required or permitted to be given in terms of the Finance Documents shall be valid and effective only if in writing but it shall be competent to give notice by telefax transmitted to its telefax number set out opposite its name above.

26.1.3 Any Party may by written notice to the other Parties change its chosen physical addresses and/or telefax number for the purposes of clause 26.1.1 to any other address(es) and/or telefax number, provided that the change shall become effective on the 14^th (fourteenth) day after the receipt of the notice by the addressee.

26.1.4 Any notice given in terms of this Agreement shall:

26.1.4.1 if sent by a courier service be deemed to have been received by the addressee on the 7^th (seventh) Business Day following the date of such sending;

26.1.4.2 if delivered by hand be deemed to have been received by the addressee on the date of delivery;

26.1.4.3 if transmitted by facsimile be deemed to have been received by the addressee on the 1^st (first) Business Day after the date of transmission,

unless the contrary is proved.

26.1.5 Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a Party shall be an adequate written notice or communication to it, notwithstanding that it was not sent to or delivered at its chosen address and/or telefax number.

26.2 Domicilia

26.2.1 Each of the Parties chooses its physical address referred to in clause 26.1.1 as its domicilium citandi et executandi at which documents in

Page 108.

legal proceedings in connection with this Agreement may be served.

26.2.2 Any Party may by written notice to the other Party change its domicilium from time to time to another address, not being a post office box or a poste restante, in South Africa; provided that any such change shall only be effective on the 14^th (fourteenth) day after deemed receipt of the notice by the other Party pursuant to clause 26.1.5.

27. GENERAL

27.1 Renunciation of Benefits

Each Obligor renounces, to the extent permitted under applicable law, the benefits of each of the legal exceptions of excussion, division, revision of accounts, no value received, errore calculi, non causa debiti, non numeratae pecuniae and cession of actions, and declares that it understands the meaning of each such legal exception and the effect of such renunciation.

27.2 Accounts and Certificates

The entries made in the accounts maintained by the Lenders in connection with the Facility and/or any certificate and/or notice issued, and signed by any manager or director (whose appointment, designation and authority as such it shall not be necessary to prove) of the Lenders or the Facility Agent, save for manifest error, be prima facie proof of the amounts from time to time owing by any Obligor under the Finance Documents.

27.3 Sole Agreement

The Finance Documents constitute the sole record of the agreement between the Parties in regard to the subject matter thereof.

27.4 No Implied Terms

No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in any Finance Document.

Page 109.

27.5 No Variation

No addition to, variation or consensual cancellation of any Finance Document and no extension of time, waiver or relaxation or suspension of any of the provisions or terms of any Finance Document shall be of any force or effect unless in writing and signed by or on behalf of all the parties thereto.

27.6 Extensions and Waivers

No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation hereunder or enforcement of any right arising from any Finance Document and no single or partial exercise of any right by any Party shall under any circumstances be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party’s rights in terms of or arising from any Finance Document or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term of any Finance Document.

27.7 Further Assurances

The Parties undertake at all times to do all such things, to perform all such acts and to take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and import of any Finance Document.

27.8 Waiver of Defences

The provisions of the Finance Documents will not be affected by an act, omission, matter or thing which, but for this clause 27.8 (Waiver of Defences), would reduce, release or prejudice the subordination and priorities in this Agreement including:

27.8.1 any time, waiver or consent granted to, or composition with any person;

27.8.2 the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or any non-presentation or non-

Page 110.

observance of any formality or other requirement in respect of any instrument;

27.8.3 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;

27.8.4 any amendment (however fundamental) or replacement of a Finance Document or any other document or security;

27.8.5 any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

27.8.6 any intermediate payment or discharge of any of the Secured Obligations in whole or in part.

27.9 Independent Advice

Each of the Parties acknowledges that they have been free to secure independent legal and other advice as to the nature and effect of all of the provisions of the Finance Documents and that they have either taken such independent legal and other advice or dispensed with the necessity of doing so. Further, each of the Parties acknowledges that all of the provisions of each Finance Document and the restrictions therein contained are fair and reasonable in all the circumstances and are part of the overall intention of the Parties in connection with the Finance Documents.

27.10 Counterparts

Any Finance Document may be executed in any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

27.11 Waiver of Immunity

Each Obligor waives generally all immunity it or its assets or revenues may

Page 111.

otherwise have in any jurisdiction, including immunity in respect of:

27.11.1 the giving of any relief by way of interdict or order for specific performance or for the recovery of assets or revenues; and

27.11.2 the issue of any process against its assets or revenues for the enforcement of a judgement or, in an action in rem, for the arrest, detention or sale of any of its assets and revenues.

27.12 Governing Law

The entire provisions of each Finance Document shall be governed by and construed in accordance with the laws of South Africa.

27.13 Jurisdiction

The Parties hereby irrevocably and unconditionally consent to the non-exclusive jurisdiction of the High Court of South Africa (South Gauteng High Court, Johannesburg division) (or any successor to that division) in regard to all matters arising from the Finance Documents.

27.14 Severability

Each provision in each Finance Document is severable from all others, notwithstanding the manner in which they may be linked together or grouped grammatically, and if in terms of any judgment or order, any provision, phrase, sentence, paragraph or clause is found to be defective or unenforceable for any reason, the remaining provisions, phrases, sentences, paragraphs and clauses shall nevertheless continue to be of full force. In particular, and without limiting the generality of the aforegoing, the Parties acknowledge their intention to continue to be bound by each Finance Document notwithstanding that any provision may be found to be unenforceable or void or voidable, in which event the provision concerned shall be severed from the other provisions, each of which shall continue to be of full force.

Page 112.

SIGNED at                                          on this the                      day of                      2017.

For and on behalf of

ABSA BANK LIMITED

(acting through its Corporate and Investment Banking division)

/s/ ANTHONY SAM / GREGORY CASEWELL

Name: ANTHONY SAM / GREGORY CASEWELL

Capacity: AUTHORISED / AUTHORISED

Who warrants his authority hereto

SIGNED at                                          on this the                      day of                      2017.

For and on behalf of

GFI JOINT VENTURE HOLDINGS PROPRIETARY LIMITED

/s/ NJ Holland

Name: NJ Holland

Capacity:

Who warrants his authority hereto

SIGNED at                                          on this the                      day of                      2017.

For and on behalf of

GOLD FIELDS OPERATIONS LIMITED

/s/ NJ Holland

Name: NJ Holland

Capacity:

Who warrants his authority hereto

SIGNED at                                          on this the                      day of                      2017.

For and on behalf of

GOLD FIELDS LIMITED

/s/ PA Schmidt

Name: PA Schmidt

Capacity:

Who warrants his authority hereto

Page 113.

SIGNED at                                          on this the                      day of                      2017.

For and on behalf of

GOLD FIELDS HOLDINGS COMPANY (BVI) LIMITED

Name:

Capacity:

Who warrants his authority hereto

SIGNED at Douglas, Isle of Man on this the 27 day of March 2017.

For and on behalf of

GOLD FIELDS OROGEN HOLDING (BVI) LIMITED

/s/ C.C. BIRD

Name: C.C. BIRD

Capacity: DIRECTOR

Who warrants his authority hereto

SIGNED at Douglas Isle of Man on this the 27 day of March 2017.

For and on behalf of

GOLD FIELDS GHANA HOLDINGS (BVI) LIMITED

/s/ C.C. BIRD

Name: C.C. BIRD

Capacity: DIRECTOR

Who warrants his authority hereto

Page 114.

SIGNED at PERTH on this the 30 day of MARCH 2017.

Executed in accordance
with section 127 of the Corporations Act 2001
(Cth) by
GRUYERE HOLDINGS PTY LTD
/s/ STUART MATHEWS	/s/ KELLY CARTER
Name: STUART MATHEWS	Name: KELLY CARTER
Director	COMPANY SECRETARY

Page 115.

SCHEDULE 1

ORIGINAL GUARANTORS

NO.	ORIGINAL GUARANTORS
1.	Gold Fields Limited, incorporated in South Africa (Registration No. 1968/004880/06)
2.	Gold Fields Operations Limited, incorporated in South Africa (Registration No. 1959/003209/06)
3.	Gold Fields Holdings Company (BVI) Limited, incorporated in the British Virgin Islands (Registration No. 651406)
4.	Gold Fields Orogen Holding (BVI) Limited, incorporated in the British Virgin Islands (Registration No. 184982)
5.	GFI Joint Venture Holdings Proprietary Limited, incorporated in South Africa (Registration No. 1998/023354/07)
6.	Gold Fields Ghana Holdings (BVI) Limited, incorporated in the British Virgin Islands (Registration No. 651405)
7.	Gruyere Holdings Pty Ltd, incorporated in Australia (Registration No. 65 615 728 491)

Page 116.

SCHEDULE 2

FINANCIAL CLOSE DOCUMENTS

1. The Obligors

1.1 A copy of the Constitutional Documents of each Obligor.

1.2 A copy of a resolution of the board of directors of each Obligor:

1.2.1 approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving to execute those Finance Documents, including as applicable, such resolutions approving the terms of, and the transactions contemplated by, the Finance Documents to which the Guarantors are a party, as may be required pursuant to section 45 of the Companies Act;

1.2.2 authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

1.2.3 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

1.3 A certificate by a director of the Parent certifying in writing that business rescue proceedings have not commenced in respect of any Material Group Company, which in the case of a Material Group Company (other than an Obligor) could reasonably be expected to have a Material Adverse Effect.

1.4 A specimen of the signature of each person authorised by the resolution referred to in paragraphs 1.2 above.

1.5 In respect of each BVI Obligor:

1.5.1 a certificate of good standing issued by the Registrar of Corporate Affairs; and

Page 117.

1.5.2 a certificate of the registered agent of each company.

2. Finance Documents

A duly executed original of this Agreement and all the Fee Letters.

3. Financial Intelligence Centre Act, 2001

All information and documentation required by the Original Lender in relation to each Obligor to enable it to comply with its obligations under, and the requirements of, the Financial Intelligence Centre Act, 2001 and its own “know your customer” procedures.

4. Legal Opinions

4.1 A legal opinion of Poswa Incorporated in a form reasonably satisfactory to the Original Lender dealing with the capacity and authority of the Obligors, which opinion will include, but will not be limited to, confirmation that the limit on each Obligor’s respective powers will not be exceeded as a result of the borrowings or giving of guarantees or indemnities contemplated by the Finance Documents.

4.2 A legal opinion of Conyers Dill & Pearman, in a form reasonably satisfactory to the Original Lender dealing with matters of British Virgin Island law, including the authority and capacity of the BVI Obligors to enter into the Finance Documents and the validity and enforceability of the Finance Documents, addressed to and capable of being relied upon by the Original Lender.

4.3 A legal opinion of MinterEllison, in a form reasonably satisfactory to the Original Lender dealing with matters of Australian law, including the authority and capacity of the Australian Obligor to enter into the Finance Documents and the validity and enforceability of the Finance Documents, addressed to and capable of being relied upon by the Original Lender.

5. Financial Statements

5.1 The Original Financial Statements together with the latest audited financial

Page 118.

statements of each Obligor (other than Gruyere Holdings Pty Ltd, GF Holdings, GF Ghana and GFOH) or any other Obligor which is not legally required to audit its financial statements).

5.2 The latest unaudited financial statements of GF Holdings, GF Ghana and GFOH.

6. Authorisations and Consents

A copy of any authorisation or consent (to include any relevant corporate, regulatory and shareholder consent or approval (including as applicable, such members resolutions approving the terms of, and the transactions contemplated by, the Finance Documents to which the Guarantors are a party, as may be required pursuant to section 45 of the Companies Act) required to authorise the relevant Obligor to guarantee the Facility or to take any action required to be taken by the relevant Obligor in connection with the Facility) which the Facility Agent reasonably considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of any Finance Document.

Page 119.

SCHEDULE 3

FORM OF UTILISATION REQUEST

To:	ABSA Bank Limited (as Facility Agent)
Date:
Attention:
Dear Sirs

FACILITY AGREEMENT DATED [INSERT DATE] : UTILISATION REQUEST

1. We refer to the Facility Agreement dated [insert] entered into between inter alia us and, ABSA Bank Limited (the “Facility Agreement”).

2. This is an Utilisation Request.

3. The terms defined in the Facility Agreement shall have the same meanings where used in this Utilisation Request.

4. This Utilisation Request is irrevocable.

5. We hereby give you notice that, pursuant to the Facility Agreement and on [insert date], we wish to borrow a Loan in an amount of R[insert] ([insert] Rand) upon the terms and subject to the conditions contained therein.

6. We elect an Interest Period of [insert] Months.

7. We confirm that as of the date hereof:

7.1 the Repeating Representations set out in the Facility Agreement are true and correct in all material respects; and

7.2 no Default has occurred and/or is continuing.

Page 120.

8. The proceeds of the Loan must be credited to the following bank account:

8.1	Bank:	[insert];
8.2	Branch:	[insert];
8.3	Account Name:	[insert];
8.4	Account Number:	[insert];
8.5	Branch Code:	[insert].

Yours faithfully

[BORROWER]

Page 121.

SCHEDULE 4

SILICOSIS LITIGATION

During 2012 and 2014, two court applications were served on Gold Fields and its subsidiaries (as well as other mining companies) by various applicants purporting to represent classes of mine workers (and where deceased, their dependents) who were previously employed by or who are employees of, amongst others, Gold Fields or any of its subsidiaries and who allegedly contracted silicosis and/or tuberculosis.

These are applications in terms of which the court is asked to certify a class action to be instituted by the applicants on behalf of the classes of affected people. According to the applicants, these are the first and preliminary steps in a process, where if the court were to certify the class action, the applicants will in the second stage bring an action wherein they will attempt to hold Gold Fields and other mining companies liable for silicosis and/or tuberculosis and the resultant consequences. The applicants contemplate dealing in the second stage with what the applicants describe as common legal and factual issues regarding the claims arising for the whole of the classes. If the applicants are successful in the second stage, they envisage that individual members of the classes could later submit individual claims for damages against Gold Fields and the other mining companies. These applications do not identify the number of claims that could be instituted against Gold Fields and the other mining companies or the quantum of damages the applicants may seek.

Gold Fields has opposed the applications.

The two class actions were consolidated into one application on October 17, 2014. In terms of the consolidated application, the court was asked to allow the class actions to be certified.

On 13 May 2016, the High Court ordered, amongst other things: (1) the certification of two classes: (a) a silicosis class comprising current and former mine workers who have contracted silicosis and the dependents of mine workers who have died of silicosis; and (b) a tuberculosis class comprising current and former mine workers who have worked on the mines for a period of not less than two years and who have contracted pulmonary

Page 122.

tuberculosis and the dependents of deceased mine workers who died of pulmonary tuberculosis; and (2) that the common law be developed to provide that, where a claimant commences suing for general damages and subsequently dies before close of pleadings, the claim for general damages will transmit to the estate of the deceased claimant.

The progression of the classes certified will be done in two phases: (i) a determination of common issues, on an opt out basis, and (ii) the hearing and determination of individualized issues, on an opt in basis. In addition, costs were awarded in favour of the Claimants.

The High Court ruling did not represent a ruling on the merits of the cases brought by the Claimants. The amount of damages has not yet been quantified for any of the claimants in the Consolidated Class Application or for any other members of the classes.

Gold Fields and the other respondents believed that the judgment addressed a number of highly complex and important issues, including a far reaching amendment of the common law, that have not previously been considered by other courts in South Africa. The High Court itself found that the scope and magnitude of the proposed claims is unprecedented in South Africa and that the class action would address novel and complex issues of fact and law. The respondents applied for leave to appeal against the judgement because they believed that the court’s ruling on some of these issues is incorrect and that another court may come to a different decision.

On 24 June 2016, the High Court granted the mining companies leave to appeal against the finding amending the common law in respect of the transmissibility of general damages claims. It refused leave to appeal on the certification of silicosis and tuberculosis classes.

On 15 July, the Gold Fields and the other respondents each filed petitions to the Supreme Court of Appeal for leave to appeal against the certification of the two separate classes for silicosis and tuberculosis. In an attempt to shorten any delay due to an appeal process, it is permissible to request that the appeals be dealt with on an expedited basis. On 21 September 2016, the Supreme Court of Appeal granted the respondents leave to appeal against all aspects of the class certification judgment of the South Gauteng High Court delivered in May 2016.

Page 123.

In addition to the consolidated application, an individual action has been instituted against Gold Fields and one other mining company in terms of which the plaintiff claims R25.0 million (U.S.$2 million) in damages (and interest on that amount at 15.5% from May 2014 to the date of payment and costs) arising from his alleged contraction of silicosis which he claims was caused by the defendants. Gold Fields has entered an appearance to defend the individual action and has pleaded to the claim. In January 2014, the plaintiff delivered an application to join three other mining companies (including the owners of Gold Fields’ South Deep operation) to the action. The joinder was effected and Gold Fields delivered a revised plea on behalf of the joined Gold Fields defendants. The plaintiff has since applied to amend his particulars of claim which amendment was successfully opposed by Gold Fields. While the plaintiff enrolled the trial for hearing on May 23, 2016, the matter has been removed from the trial roll. Gold Fields is proceeding with trial preparation in the normal course.

Page 124.

SCHEDULE 5

FORM OF ACCESSION UNDERTAKING

To:	ABSA Bank Limited (as Facility Agent)
From:	Gold Fields Limited; and
	[Insert full name of new Borrower/Guarantor] (the “Acceding Party”)
Date:

Dear Sirs

Facility Agreement between ABSA Bank Limited, Gold Fields Limited and others dated [insert] (the “Facility Agreement”)

1. We refer to the Facility Agreement. This is an Accession Undertaking. Terms defined in the Agreement have the same meaning in this Accession Undertaking unless given a different meaning in this Accession Undertaking.

2. The Acceding Party agrees to become an Additional [Borrower/Guarantor] and to be bound by the terms of the Facility Agreement as an Additional [Borrower/Guarantor] pursuant to clause 0 (Change to the Obligors) of the Facility Agreement. The Acceding Party is a company duly incorporated under the laws of [insert name of relevant jurisdiction].

3. The Acceding Party’s administrative details are as follows:

Address:

Fax No:

Attention:

4. This Accession Undertaking shall be governed by and construed in accordance with the laws of South Africa.

Page 125.

For and on behalf of

GOLD FIELDS LIMITED

Name:

Capacity:

Who warrants his authority hereto

For and on behalf of

[insert actual name of Acceding Party]

Name:

Capacity:

Who warrants his authority hereto

Page 126.

SCHEDULE 6

FORM OF RESIGNATION LETTER

To:	ABSA Bank Limited (as Facility Agent)
From:	Gold Fields Limited (the “Parent”); and
	[insert full name of resigning Obligor]
Date:

Dear Sirs

Facility Agreement between ABSA Bank Limited, Gold Fields Limited and others dated [insert] (the “Facility Agreement”)

1 We refer to the Facility Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Accession Letter.

2. Pursuant to [Clause 0 (Resignation of an Additional Borrower)]/[Clause 22.6 (Resignation of an Additional Guarantor)], we request that [resigning Obligor] be released from its obligations as a [Borrower]/[Guarantor] under the Facility Agreement.

3 We confirm that no default is continuing or would result from the acceptance of this request:

4. This Resignation Letter shall be governed by and construed in accordance with the laws of South Africa.

For and on behalf of

GOLD FIELDS LIMITED

Name:

Capacity:

Who warrants his authority hereto

Page 127.

SCHEDULE 7

FORM OF COMPLIANCE CERTIFICATE

To:	ABSA Bank Limited (as Facility Agent)
[Date]

Dear Sirs

FACILITY AGREEMENT BETWEEN ABSA BANK LIMITED, GOLD FIELDS LIMITED AND OTHERS DATED [●] (the “Facility Agreement”)

1. We refer to the Facility Agreement. This is a Compliance Certificate, and terms used in this Compliance Certificate have the same meaning as in the Facility Agreement.

2. We confirm that as at [INSERT]:

2.1 Consolidated EBITDA to Consolidated Net Finance Charges

the ratio of Consolidated EBITDA to Consolidated Net Finance Charges in respect of the Measurement Period ending on [INSERT] was: [    ] : 1; and

2.2 Consolidated Net Borrowings to Consolidated EBITDA

the ratio of Consolidated Net Borrowings to Consolidated EBITDA in respect of the Measurement Period ending on [INSERT] was: [    ] : 1,

and attach calculations showing how these figures were calculated.

3 We confirm that no Default is continuing.^*

For and on behalf of

Gold Fields Limited

Name:

Capacity:

Who warrants his authority hereto

Attachment: Auditor’s letter of confirmation of compliance with financial ratios.

^*  If this statement cannot be made, the Certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

Page 128.

SCHEDULE 8

PERMITTED TRANSFEREES

PART 1

LOCAL BANKS

Standard Bank of South Africa Limited

FirstRand Bank Limited

Nedbank Limited

Investec Bank Limited

PART 2

FINANCIAL INSTITUTIONS

Futuregrowth

Liberty Group Limited

Metropolitan Life Limited

Momentum Group Limited

MIBFA

Old Mutual Specialised Finance (Proprietary) Limited

Old Mutual Life Assurance Company (South Africa) Limited

Public Investment Corporation Limited

Sanlam Capital

Sanlam Life Insurance Limited

Old Mutual Specialised Finance (Proprietary) Limited

Old Mutual Life Assurance Company (South Africa) Limited

Sanlam Capital Markets Limited

Sanlam Emerging Markets Limited

Futuregrowth Asset Management (Pty) Ltd

Liberty Group Limited

MMI Holdings Limited

Mergence Investment Managers (Pty) Ltd

Metropolitan Insurance Company Limited

Metropolitan Life Limited

Taquanta Asset Management

Coronation Fund Managers Limited

RMB Asset Management

Mezzanine Partners 1 GP (Proprietary) Limited

Titan Share Dealers (Proprietary) Limited

Venfin Share Dealers (Proprietary) Limited

Investec Asset Management (Proprietary) Limited

Absa Asset Managers

Stanlib Limited

Vantage Capital Group (Proprietary) Limited

Prudential Portfolio Managers South Africa (Proprietary) Limited

Fairtree Asset Management

Page 129.

Saffron Asset Management

Cadiz Asset Management

Tantulum Asset Management

Atlantic Asset Management

Momentum Asset Managers

Hollard Group

Peregrine Holdings

Ashburton Investments (Proprietary) Limited

Prescient Investment Management Limited

Prescient Evolution Clean Energy and Infrastructure Debt Fund Trust

Citadel

Gryphon

Metope Investments

Terebinth Capital

Channel Life Insurance Limited

Allan Gray Proprietary Limited

KZN Growth Fund Trust

Aluwani

Anchor Capital

PART 3

AFFILIATES

Any bona fide and established affiliates, subsidiaries, holding companies or special purpose vehicles of or funds managed by any of the banks or financial institutions listed in this Schedule 8 which are regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and that are not hedge funds.

EX-4.22

Exhibit 4.22

REVOLVING CREDIT FACILITY AGREEMENT

amongst

THE STANDARD BANK OF SOUTH AFRICA LIMITED

GFI JOINT VENTURE HOLDINGS PROPRIETARY LIMITED

GOLD FIELDS OPERATIONS LIMITED

and

THE ORIGINAL GUARANTORS LISTED IN SCHEDULE 1

TABLE OF CONTENTS

1.	PARTIES	1
2.	DEFINITIONS AND INTERPRETATION	1
3.	INTRODUCTION	33
4.	THE FACILITY	34
5.	CONDITIONS OF UTILISATION	35
6.	UTILISATION OF FACILITY	37
7.	INTEREST	38
8.	INTEREST PERIODS	41
9.	REPAYMENTS	43
10.	PREPAYMENTS	43
11.	FEES	48
12.	TAX GROSS UP AND INDEMNITIES	49
13.	INCREASED COSTS	53
14.	COSTS AND EXPENSES	54
15.	GUARANTEE AND INDEMNITY	55
16.	REPRESENTATIONS AND WARRANTIES	59
17.	INFORMATION UNDERTAKINGS	68
18.	FINANCIAL COVENANTS	75
19.	GENERAL UNDERTAKINGS	75
20.	DEFAULT	82
21.	CHANGE OF PARTY	90
22.	CHANGES TO THE OBLIGORS	93
23.	PAYMENT MECHANICS	96
24.	CONFIDENTIALITY	97
25.	SET-OFF	98
26.	NOTICES AND DOMICILIA	99
27.	GENERAL	101

SCHEDULE 1: ORIGINAL GUARANTORS	108
SCHEDULE 2: ADVANCE CONDITION DOCUMENTS	109
SCHEDULE 3: FORM OF UTILISATION REQUEST	112
SCHEDULE 4: SILICOSIS LITIGATION	114
SCHEDULE 5: FORM OF ACCESSION UNDERTAKING	117
SCHEDULE 6: FORM OF RESIGNATION LETTER	119
SCHEDULE 7: FORM OF COMPLIANCE CERTIFICATE	120
SCHEDULE 8: PERMITTED TRANSFEREES	121

Page 1.

REVOLVING CREDIT FACILITY AGREEMENT

1. PARTIES

1.1 The Parties to this Agreement are:

1.1.1 THE STANDARD BANK OF SOUTH AFRICA LIMITED;

1.1.2 GFI JOINT VENTURE HOLDINGS PROPRIETARY LIMITED (as Original Borrower);

1.1.3 GOLD FIELDS OPERATIONS LIMITED (as Original Borrower); and

1.1.4 THE ORIGINAL GUARANTORS LISTED IN SCHEDULE 1 (as Original Guarantors).

1.2 The Parties agree as set out below.

2. DEFINITIONS AND INTERPRETATION

2.1 In this Agreement and in the other Finance Documents, unless the context dictates otherwise or unless otherwise defined in a Finance Document, the words and expressions set forth below shall bear the following meanings and cognate expressions shall bear corresponding meanings:

2.1.1 “Accession Undertaking” means:

2.1.1.1 in relation to any Additional Borrower, an undertaking substantially in the form set out in Schedule 5 (Form of Accession Undertaking) delivered or to be delivered to the Facility Agent and by which an Additional Borrower will become a Party to this Agreement; and

2.1.1.2 in relation to any Additional Guarantor, an undertaking substantially in the form set out in Schedule 5 (Form of Accession Undertaking) delivered or to be delivered to the Facility Agent and by which an Additional Guarantor will become a Party to this Agreement;

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2.1.2 “Additional Borrower” means any company which has become a Party as a Borrower in accordance with clause 22.2 (Additional Borrowers);

2.1.3 “Additional Guarantor” means any company which has become a Party as a Guarantor in accordance with clause 22.4 (Additional Guarantors);

2.1.4 “Additional Obligor” means an Additional Borrower and/or an Additional Guarantor;

2.1.5 “Agreement” means this Revolving Credit Facility Agreement and its Schedules;

2.1.6 “Applicable Anti-Corruption Law” means any anti-corruption or other similar law applicable to the business conducted by a Material Group Company at the relevant time in any jurisdiction in which that Material Group Company conducts business;

2.1.7 “Arranger” means SBSA;

2.1.8 “Associate” has the meaning given to such term in clause 2.2.1.1 (Consolidated EBITDA) of this Agreement;

2.1.9 “Auditors” means, at any time, the auditors of the Parent at that time, being KPMG as at the Signature Date, and any replacement of those auditors appointed by the Parent;

2.1.10 “Availability Period” means the period commencing on the Financial Close Date and ending on the earlier of:

2.1.10.1 the date on which the Available Facility is cancelled in terms of this Agreement; and

2.1.10.2 the date which is 1 (one) Month prior to the Final Maturity Date;

2.1.11 “Available Commitment” means, in relation to any Lender, that Lender’s Commitment minus (subject as set out below):

2.1.11.1 the amount of its participation in any outstanding Loans; and

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2.1.11.2 in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date;

provided that for the purposes of calculating a Lender’s Available Commitment in relation to any proposed Utilisation, that Lender’s participation in any Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date shall not be deducted from that Lender’s Commitment;

2.1.12 “Available Facility” means the aggregate for the time being of each Lender’s Available Commitment;

2.1.13 “Base Rate” means, subject to clause 8.1.3, JIBAR or where it is not possible to determine JIBAR on any Reset Date, the ZAR-JIBAR-Reference Banks Rate;

2.1.14 “Borrowers” means the Original Borrowers and each Additional Borrower, unless it has ceased to be a Borrower in accordance with clause 22 (Change to the Obligors), and a reference to “Borrower” shall be any one of them as the context requires;

2.1.15 “Breakage Costs” means the amount (if any) by which:

2.1.15.1 the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

2.1.15.2 the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Johannesburg interbank

Page 4.

market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period;

2.1.16 “Business Day” means any day (other than a Saturday, Sunday or an official public holiday in South Africa within the meaning of the Public Holidays Act, 1994) on which banks generally are open for business in Johannesburg;

2.1.17 “Cerro Corona Operation” means the gold and copper mine in Peru owned and operated by the Cerro Corona Subsidiary;

2.1.18 “Cerro Corona Subsidiary” means Gold Fields La Cima S.A.;

2.1.19 “Commitment” means:

2.1.19.1 in relation to the Original Lender, R500 000 000 (Five Hundred Million Rand); and

2.1.19.2 in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

in each case, (a) to the extent not cancelled, reduced or transferred by it under this Agreement, and (b) exclusive of any accrued and unpaid or capitalised interest;

2.1.20 “Companies Act” means the Companies Act, 71 of 2008;

2.1.21 “Compliance Certificate” means a certificate substantially in the form of the letter set out in Schedule 7 (Form of Compliance Certificate);

2.1.22 “Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the Loan Market Association or in any other form agreed between the Parent and the Facility Agent;

2.1.23 “Constitutional Documents” means, in respect of any person at any time, the then current and up-to-date constitutional documents of such person at such time (including, without limitation, such person’s memorandum of incorporation, certificate of incorporation, articles of incorporation or commercial registration certificate);

Page 5.

2.1.24 “CP Satisfaction Date” means the date upon which the conditions set out in clause 5.1 have been fulfilled or, where capable of waiver, waived, as the case may be;

2.1.25 “Default” means an Event of Default or any event or circumstances specified in clause 20.1 (Events of Default) which would (with the expiry of a grace period, the giving of notice or the making of any determination under the Finance Documents or any combination of the foregoing) be an Event of Default;

2.1.26 “Encumbrance” means:

2.1.26.1 any mortgage, pledge, lien, assignment or cession conferring security, hypothecation, security interest, preferential right or trust arrangement or other encumbrance securing any obligation of any person; or

2.1.26.2 any arrangement under which money or claims to, or for the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person; or

2.1.26.3 any other type of preferential agreement or arrangement (including any title transfer and retention arrangement), the effect of which is the creation of a security interest;

2.1.27 “Environmental Claim” means any claim, proceeding or investigation by any person in respect of any Environmental Law;

2.1.28 “Environmental Law” means any law applicable to the business conducted by a Material Group Company at the relevant time in any jurisdiction in which that Material Group Company conducts business which relates to the pollution, degradation or protection of the environment or harm to or the protection of human health or the health of animals or plants;

Page 6.

2.1.29 “Environmental Permits” means any permit, licence, consent, approval and other authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any Material Group Company conducted on or from the properties owned or used by that Material Group Company;

2.1.30 “Event of Default” means any event or circumstance specified as such in clause 20.1 (Events of Default);

2.1.31 “Facility” means the revolving credit facility made available to the Borrowers under this Agreement as described in clause 4 (The Facility);

2.1.32 “Facility Agent” means SBSA;

2.1.33 “Fee Letter” means any letter or letters between the Arranger and the Original Borrowers or the Facility Agent and the Original Borrowers setting out any of the fees referred to in clause 11 (Fees);

2.1.34 “Final Maturity Date” means the 3rd anniversary of the Financial Close Date;

2.1.35 “Finance Documents” means:

2.1.35.1 this Agreement;

2.1.35.2 any Fee Letter;

2.1.35.3 any Utilisation Request;

2.1.35.4 any Accession Undertaking;

2.1.35.5 any other agreement or document at any time designated a Finance Document by written agreement between the Facility Agent and the Borrowers; and

2.1.35.6 any amendment agreement to any of the Finance Documents referred to in clauses 2.1.35.1 to 2.1.35.5 above;

Page 7.

and “Finance Document” means, as the context requires, any of them;

2.1.36 “Finance Party” means:

2.1.36.1 each Lender; and

2.1.36.2 the Facility Agent;

and “Finance Parties” means, as the context requires, all of them;

2.1.37 “Financial Close Date” means the date which is the earlier of:

2.1.37.1 the CP Satisfaction Date; or

2.1.37.2 the date on which the first Utilisation is made under this Agreement;

2.1.38 “Financial Close Documents” means all of the documents and other evidence listed in Schedule 2 (Financial Close Documents);

2.1.39 “Financial Covenants” means the financial covenants and ratios set out in clause 18.1 (Financial Condition);

2.1.40 “GAAP” means the generally accepted accounting principles set out in IFRS;

2.1.41 “GFIJVH” means GFI Joint Venture Holdings Proprietary Limited (Registration No. 1998/023354/07), a private company duly incorporated according to the company laws of South Africa;

2.1.42 “GF Ghana” means Gold Fields Ghana Holdings (BVI) Limited (Registration No. 651405), a limited liability company duly incorporated according to the company laws of the British Virgin Islands;

2.1.43 “GF Holdings” means Gold Fields Holdings Company (BVI) Limited (Registration No. 651406), a limited liability company duly incorporated according to the company laws of the British Virgin Islands;

2.1.44 “GFO” means Gold Fields Operations Limited (Registration No.

Page 8.

1959/003209/06), a public company duly incorporated according to the company laws of South Africa;

2.1.45 “GFOH” means Gold Fields Orogen Holding (BVI) Limited (Registration No. 184982), a limited liability company duly incorporated according to the company laws of the British Virgin Islands;

2.1.46 “Ghanaian Companies” means Gold Fields Ghana Limited and Abosso Goldfields Limited and “Ghanaian Company” means either of them as required by the context;

2.1.47 “Group” means the Parent, the Guarantors and their Subsidiaries from time to time;

2.1.48 “Group Company” means any member of the Group and “Group Companies” means, as the context requires, all of them;

2.1.49 “Guarantors” means the Original Guarantors and each Additional Guarantor, unless it has ceased to be a Guarantor in accordance with clause 22 (Change to the Obligors), and a reference to “Guarantor” shall be to any one of them as the context requires;

2.1.50 “Gruyere Holdings” means Gruyere Holdings Pty Ltd ABN 65 615 728 491, a limited liability company duly incorporated under the laws of Australia;

2.1.51 “GST” has the meaning given in the GST Act;

2.1.52 “GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

2.1.53 “IFRS” means International Financial Reporting Standards issued and/or adopted by the International Accounting Standards Board;

2.1.54 “Interest Period” means, in relation to a Loan, each period determined in accordance with clause 8 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause 7.3 (Default Interest);

Page 9.

2.1.55 “JIBAR” means, in relation to any Interest Period, the rate for the period which most closely approximates such Interest Period which appears on the Reuters Screen SAFEY Page as at 11h00 Johannesburg time on the first day of such Interest Period;

2.1.56 “JSE” means the exchange operated by JSE Limited;

2.1.57 “JSE Listings Requirements” means the listings requirements for public listed companies published by JSE Limited in accordance with the provisions of the Financial Markets Act, 2012;

2.1.58 “Lender” means:

2.1.58.1 the Original Lender; and

2.1.58.2 any bank or financial institution which has become a Party in accordance with clause 21 (Change of Party),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement;

2.1.59 “Loan” means a loan made or to be made under the Facility or (as the context may require) the principal amount outstanding for the time being of that loan;

2.1.60 “Majority Lenders” means:

2.1.60.1 if there are no Loans then outstanding, a Lender or Lenders whose Commitments aggregate more than 66 ²⁄₃% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 ²⁄₃% of the Total Commitments immediately prior to the reduction); or

2.1.60.2 at any other time, a Lender or Lenders whose participations in the Loans then outstanding aggregate more than 66 ²⁄₃% of all the Loans then outstanding;

Page 10.

2.1.61 “Margin” means 2.75% (two point seventy five percent) (which includes, subject to clause 13 (Increased Costs), all statutory, liquid and reserve costs, the Lenders’ credit margin and all other regulatory costs);

2.1.62 “Market Capitalisation” means the product obtained as a result of multiplying (A) by (B), where (A) is the average closing price for the issued shares of the Parent on the Johannesburg Stock Exchange during the 30 day period prior to the date the relevant Obligor or Material Group Company has entered into a legally binding commitment to make the relevant acquisition or investment or the relevant sale, lease, transfer or other disposal (as applicable) and (B) is the total number of shares (including, without double counting those represented by American depository receipts) issued by the Parent;

2.1.63 “Material Adverse Effect” means a material adverse effect on:

2.1.63.1 the ability of an Obligor to perform its financial or other material obligations under the Finance Documents to which it is a party; or

2.1.63.2 the validity and enforceability of the Finance Documents or any of them;

2.1.64 “Material Group Companies” means:

2.1.64.1 each Obligor; and

2.1.64.2 any Group Company from time to time that is not a Non-Material Group Company,

and “Material Group Company” means, as the context requires, any one of them;

2.1.65 “Month” means a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day but one in the next calendar month, except that:

2.1.65.1 subject to clause 2.1.65.3, if the numerically corresponding day is

Page 11.

not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

2.1.65.2 if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

2.1.65.3 if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end;

2.1.66 “Newshelf” means Newshelf 899 Proprietary Limited (Registration No. 2007/019941/07), a private company duly incorporated according to the company laws of South Africa;

2.1.67 “NYSE” means the New York Stock Exchange operated by NYSE Euronext;

2.1.68 “Non-Material Group Company” means, at any time, a member of the Group (other than an Obligor) which had EBITDA (determined on the same basis as Consolidated EBITDA) or gross assets in its most recently ended Financial Year (on a consolidated basis taking into account it and its Subsidiaries only) less than or equal to 10% (ten percent) of Consolidated EBITDA (but including, for these purposes only, the net income of any Project Finance Subsidiaries) or gross assets of the Group (calculated according to the most recent set of audited consolidated financial statements delivered pursuant to clause 17.1 (Financial Statements)). Compliance with the aforementioned condition shall be determined by reference to the latest audited financial statements of such member of the Group (consolidated in the case of a member of the Group which itself has Subsidiaries), provided that:

2.1.68.1 if in the case of any member of the Group, which itself has Subsidiaries, and in respect of which no consolidated financial statements are prepared and audited, its consolidated EBITDA and

Page 12.

gross assets shall be determined on the basis of pro forma consolidated financial statements of the relevant member of the Group and its Subsidiaries, prepared for this purpose by the Parent;

2.1.68.2 if any intra-Group transfer or re-organisation takes place, the audited financial statements of the Group Company and all relevant members of the Group shall be adjusted by the Parent in order to take into account such intra-Group transfer or re-organisation; and

2.1.68.3 the audited financial statements of the Group and any relevant member of the Group shall be adjusted in such a manner as the Auditors think fair and appropriate to take account of the acquisition or disposal of any member of the Group or any business of any member of the Group, after the date or at which the audited financial statements of the Group are made up.

Should there be any dispute regarding whether any member of the Group is or is not a Non-Material Group Company such dispute shall be referred, at the request of the Facility Agent, to the Auditors and a report by the Auditors that a member of the Group is or is not a Non-Material Group Company shall, in the absence of manifest error, be conclusive and binding on all Parties. The costs of obtaining the report by the Auditors will be borne by the unsuccessful party to the dispute;

2.1.69 “Obligor” means:

2.1.69.1 a Borrower;

2.1.69.2 a Guarantor; or

2.1.69.3 any other person comprising a Group Company, designated as an Obligor by agreement between the Facility Agent, the Parent and such person from time to time, and who accedes to this Agreement as an Additional Obligor,

and “Obligors” means, as the context requires, all of them;

Page 13.

2.1.70 “Original Borrowers” means:

2.1.70.1 GFIJVH; and

2.1.70.2 GFO,

and “Original Borrower” means, as the context requires, any of them;

2.1.71 “Original Financial Statements” means the unaudited consolidated annual financial statements of the Parent for the Financial Year ended 31 December 2016;

2.1.72 “Original Guarantors” means the parties listed in Schedule 1 (Original Guarantors);

2.1.73 “Original Lender” means SBSA;

2.1.74 “Parent” means Gold Fields Limited (Registration No. 1968/004880/06), a public company duly incorporated according to the company laws of South Africa and listed on both the JSE and the NYSE;

2.1.75 “Parties” means:

2.1.75.1 the Lenders;

2.1.75.2 the Borrowers;

2.1.75.3 the Facility Agent; and

2.1.75.4 the Guarantors,

and “Party” means, as the context requires, any one of them;

2.1.76 “Permitted Disposal” means any sale, lease, transfer or other disposal:

2.1.76.1 by an Obligor or any member of the Group of obsolete or redundant assets which are no longer required for the efficient operation of the business of such Obligor or such member of the Group; or

2.1.76.2 by an Obligor or any member of the Group in the ordinary course

Page 14.

of its day-to-day business if that sale, lease, transfer or other disposal is not otherwise restricted by a term of any Finance Document; or

2.1.76.3 by an Obligor to another Obligor, other than to an Additional Obligor; or

2.1.76.4 by a member of the Group that is not an Obligor to an Obligor; or

2.1.76.5 by an Obligor to an Additional Obligor or to a member of the Group that is not an Obligor if such sale, lease, transfer or other disposal is concluded at arm’s length; or

2.1.76.6 by a member of the Group that is not an Obligor to another member of the Group that is not an Obligor; or

2.1.76.7 by any member of the Group to any other person where the higher of the market value or consideration receivable when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal by any member of the Group (other than a sale, lease, transfer or other disposal referred to in clauses 2.1.76.1, 2.1.76.2, 2.1.76.3, 2.1.76.4, 2.1.76.5, 2.1.76.6 and 2.1.76.8) does not exceed 20% (twenty percent) of the Market Capitalisation in any Financial Year subject to a maximum of 30% (thirty percent) of the Market Capitalisation at such time in aggregate during the period from the date of this Agreement to the Final Maturity Date; or

2.1.76.8 for which the Facility Agent has given its prior written consent (acting on the instructions of the Majority Lenders);

2.1.77 “Permitted Encumbrance” means:

2.1.77.1 any Encumbrance created prior to the Signature Date which has been disclosed:

2.1.77.1.1 in writing to the Facility Agent prior to the Signature Date; or

Page 15.

2.1.77.1.2 in the Original Financial Statements,

and which only secures indebtedness outstanding at the Signature Date if the principal amount or original facility thereby secured is not increased after the Signature Date;

2.1.77.2 any title transfer or retention arrangement entered into by any Group Company in the normal course of the trading activities and on terms no worse for that Group Company than the standard terms of the relevant supplier;

2.1.77.3 any netting or set-off arrangement entered into by any Group Company in the ordinary course of its banking arrangements (which shall include, for the avoidance of doubt, those pursuant to hedging arrangements in relation to gold, silver, copper and other commodity prices, foreign exchange rates and interest rates where such arrangements are entered into for the purposes of providing protection against fluctuation in such rates or prices in the ordinary course of business), for the purpose of netting debit and credit balances;

2.1.77.4 any lien arising by operation of law and in the ordinary course of trading and not by reason of any default (whether in payment or otherwise) of any Group Company;

2.1.77.5 any Encumbrance over or affecting (or transaction described in clause 19.3 (Negative Pledge) (“Quasi-Encumbrance”) affecting) any asset acquired by a member of the Group after the date of this Agreement if:

2.1.77.5.1 the Encumbrance or Quasi-Encumbrance was not created in contemplation of the acquisition of that asset by a member of the Group;

2.1.77.5.2 the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a member of the Group; and

Page 16.

2.1.77.5.3 the Encumbrance or Quasi-Encumbrance is (other than an Encumbrance or Quasi-Encumbrance otherwise permitted pursuant to clauses 2.1.77.2, 2.1.77.3, 2.1.77.4, 2.1.77.6, 2.1.77.7, 2.1.77.8 or 2.1.77.9) removed or discharged within 6 (six) Months of the date of acquisition of such asset;

2.1.77.6 any Encumbrance or Quasi-Encumbrance over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Encumbrance or Quasi-Encumbrance is created prior to the date on which that company becomes a member of the Group, if:

2.1.77.6.1 the Encumbrance or Quasi-Encumbrance was not created in contemplation of the acquisition of that company;

2.1.77.6.2 the principal amount secured has not increased in contemplation of or since the acquisition of that company; and

2.1.77.6.3 the Encumbrance or Quasi-Encumbrance is (other than an Encumbrance or Quasi-Encumbrance otherwise permitted pursuant to clauses 2.1.77.2, 2.1.77.3, 2.1.77.4, 2.1.77.6, 2.1.77.7, 2.1.77.8 or 2.1.77.9) removed or discharged within 6 (six) Months of that company becoming a member of the Group;

2.1.77.7 any Encumbrance or Quasi-Encumbrance granted in respect of Project Finance Borrowings over assets of, or the shares in, a Project Finance Subsidiary;

2.1.77.8 in respect of Encumbrances or Quasi-Encumbrances over or affecting any asset of any Material Group Company, any Encumbrance or Quasi-Encumbrance securing indebtedness the principal amount of which (when aggregated with the principal

Page 17.

amount of any other indebtedness which has the benefit of Encumbrance or Quasi-Encumbrance other than any permitted under clauses 2.1.77.1 to 2.1.77.7 above and clauses 2.1.77.9 and 2.1.77.10 below) does not at any time exceed 12% (twelve percent) of Consolidated Tangible Net Worth (or its equivalent in another currency) (but adjusted to include the net value of new assets acquired since the last date of the latest set of consolidated annual financial statements of the Group);

2.1.77.9 any other Encumbrance or Quasi-Encumbrance created with the prior written approval of the Facility Agent (acting on the instructions of the Majority Lenders);

2.1.77.10 any Encumbrance or Quasi-Encumbrance granted in respect of Financial Indebtedness incurred in connection with the Cerro Corona Operation over the business or assets of the Cerro Corona Subsidiary or over the Ownership Interests in the Cerro Corona Subsidiary provided that the amount of Financial Indebtedness secured by all such Encumbrances or Quasi-Encumbrances permitted by this clause 2.1.77.10 does not at any time in aggregate exceed US$200 000 000 (Two Hundred Million United States Dollars). In this clause 2.1.77.10 “Ownership Interests” means:

2.1.77.10.1 the shares issued by the Cerro Corona Subsidiary;

2.1.77.10.2 any shareholder loans made to the Cerro Corona Subsidiary;

2.1.77.10.3 to the extent required by Peruvian law, the shares in the holding company which directly owns the shares issued by the Cerro Corona Subsidiary provided that such holding company’s sole assets are shares issued by, and any loans made by it to, the Cerro Corona Subsidiary and its sister company, Mineral Gold Fields S.A.;

2.1.78 “Permitted Indebtedness” means Financial Indebtedness:

Page 18.

2.1.78.1 arising under the Finance Documents;

2.1.78.2 arising under any environmental bond which any member of the Group is required to issue under any applicable law;

2.1.78.3 arising in connection with the Cerro Corona Operation up to a maximum aggregate amount of US$200 000 000 (Two Hundred Million United States Dollars);

2.1.78.4 arising under any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price but not for speculative purposes;

2.1.78.5 of the Group existing and available on the date of this Agreement (or, of any person that becomes a member of the Group from time to time, provided that, such Financial Indebtedness existed at the time such person became a member of the Group and was not created in anticipation thereof);

2.1.78.6 between Group Companies to the extent incurred for the purposes of financing capital expenditure of the Group and general corporate and working capital requirements; or

2.1.78.7 not falling within clauses 2.1.78.1, 2.1.78.2, 2.1.78.3, 2.1.78.4, 2.1.78.5 or 2.1.78.6 above provided that the aggregate amount of all Financial Indebtedness (excluding, for the avoidance of doubt, any Financial Indebtedness incurred by a Guarantor or a Project Finance Subsidiary) permitted under this clause 2.1.78.7 does not at any time exceed US$300 000 000 (Three Hundred Million United States Dollars);

2.1.79 “Permitted Transferees” means, subject to clause 21.2.3, any person listed in Schedule 8 (Permitted Transferees);

2.1.80 “Project Finance Borrowings” means:

2.1.80.1 any indebtedness to finance (or refinance) a project comprised of

Page 19.

the ownership, development, construction, refurbishment, commissioning and/or operation of assets which is incurred by a Project Finance Subsidiary in connection with such project and in respect of which the recourse of the person(s) making any such finance (or re-finance) available to that Project Finance Subsidiary for the payment, repayment and prepayment of such indebtedness is limited to (i) the Project Finance Subsidiary and its assets and/or the shares in that Project Finance Subsidiary and/or (ii) during the period prior to successful completion of the relevant completion tests applicable to such project guarantees from any one or more members of the Group;

2.1.80.2 any indebtedness the terms and conditions of which have been approved by the Facility Agent and which the Facility Agent has agreed in writing (acting on the instructions of the Majority Lenders) to treat as a “Project Finance Borrowing” for the purposes of this Agreement;

2.1.81 “Project Finance Subsidiary” means a single purpose company or other entity (excluding the Obligors) whose sole business is a project comprised of the ownership, development, construction, refurbishment, commissioning and/or operation of an asset which has incurred Project Finance Borrowings;

2.1.82 “Rand” and “R” means South African Rand, the lawful currency of South Africa;

2.1.83 “Reference Banks” means Nedbank Limited, FirstRand Bank Limited, SBSA and ABSA Bank Limited;

2.1.84 “Repeating Representations” means each of those representations and warranties set out in clause 16.1 (Representations and Warranties) which are stated as being deemed to be repeated as provided for pursuant to clause 16.2 (Repetition);

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2.1.85 “Repetition Date” has the meaning given to it in clause 16.2 (Repetition);

2.1.86 “Reset Date” means the first day of each Interest Period, being the date in each case upon which the relevant Base Rate is to be determined for such Interest Period, provided the first Reset Date shall be the first Utilisation Date;

2.1.87 “Resignation Letter” means a letter substantially in the form of the letter set out in Schedule 6 (Form of Resignation Letter);

2.1.88 “Rollover Loans” means one or more Loans:

2.1.88.1 made or to be made on the same day that a maturing Loan is due to be repaid;

2.1.88.2 the aggregate amount of which is equal to or less than the maturing Loan; and

2.1.88.3 made or to be made for the purpose of refinancing a maturing Loan;

2.1.89 “SAFEX Overnight Deposit Rate” means:

2.1.89.1 on the relevant Reset Date, the overnight deposit rate designated as (“SFXROD”) which appears on the Reuters SAFEX Money Market Screen as of 11h00 Johannesburg time on that date, rounded to the third decimal point; or

2.1.89.2 where the SAFEX Overnight Deposit Rate cannot be determined on account of the relevant rate not appearing on the Reuters SAFEX Money Market Screen, an equivalent rate determined by the Facility Agent, acting in a commercially reasonable manner;

2.1.90 “Sanctions” means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by the United States government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the

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U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the government of the Republic of South Africa or any other relevant sanctions authority which replaces, or is a successor to, any of the foregoing;

2.1.91 “Sanctioned Country” means a country, territory or region that is the target of Sanctions;

2.1.92 “SBSA” means The Standard Bank of South Africa Limited (Registration No. 1962/000738/06), a public company and registered bank duly incorporated according to the company and banking laws of South Africa;

2.1.93 “Semi-Annual Period” shall bear the meaning defined in clause 7.2.2.1;

2.1.94 “Signature Date” means the date of the signature of this Agreement by the Party signing last in time, provided that all the Parties have signed this Agreement;

2.1.95 “South Africa” means the Republic of South Africa as constituted from time to time;

2.1.96 “Subsidiary” means a “subsidiary” as defined in the Companies Act and shall include any person who would, but for not being a “company” under the Companies Act, qualify as a “subsidiary” as defined in the Companies Act;

2.1.97 “Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including, without limitation, any penalty or interest payable in connection with any failure to pay or delay in paying any of the same);

2.1.98 “Tax Credit” means a credit against, relief or remission for, or repayment of any Tax;

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2.1.99 “Tax Deduction” means a deduction or withholding for or on account of Tax from payment under a Finance Document;

2.1.100 “Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under clause 12.1 (Tax gross-up) or a payment under clause 12.2 (Tax indemnity);

2.1.101 “Total Commitments” means the aggregate of all the Lenders’ Commitments at any time;

2.1.102 “Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents;

2.1.103 “Utilisation” means a utilisation of the Facility;

2.1.104 “Utilisation Date” means the date of a Utilisation being the date upon which the relevant Loan is made;

2.1.105 “Utilisation Request” means a notice substantially in the form set out in Schedule 3 (Form of Utilisation Request);

2.1.106 “VAT” means value added tax leviable in terms of the Value Added Tax Act, 1991 and GST; and

2.1.107 “ZAR-JIBAR-Reference Banks Rate” means the mid-market rate between deposits and loans in Rand for an Interest Period quoted by the Reference Banks at approximately 11am Johannesburg time on the relevant Reset Date. The Facility Agent will request the principal Johannesburg office of each of the Reference Banks to provide a quotation of its rate. If at least two quotations are provided, the rate for that Reset Date will be the arithmetic means of the quotations. If fewer than two quotations are provided, the rate for that Reset Date will be determined by the Facility Agent in accordance with clauses 7.6 and 7.7.

2.2 Financial Definitions

2.2.1 In the Finance Documents, the accounting expressions set forth below shall bear the following meanings:

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2.2.1.1 “Consolidated EBITDA” means, in respect of any Measurement Period, the consolidated net income of the Group (less the net income of any Project Finance Subsidiaries but including any dividends received in cash by any member of the Group (other than a Project Finance Subsidiary) from a Project Finance Subsidiary), before, without duplication and all as calculated in accordance with GAAP:

2.2.1.1.1 any provision on account of normal, deferred and royalty taxation;

2.2.1.1.2 any interest, commission, discounts or other fees incurred or payable, received or receivable by any member of the Group in respect of Indebtedness for Borrowed Money;

2.2.1.1.3 any other interest received or receivable by any member of the Group on any deposit or bank account;

2.2.1.1.4 any non-cash adjustments to the environment rehabilitation and/or reclamation expenses;

2.2.1.1.5 any amount attributable to the amortisation of intangible assets and depreciation of tangible assets;

2.2.1.1.6 any non-cash gains or losses relating to and resulting from the marked to market valuation of derivative and/or financial instruments;

2.2.1.1.7 any losses from (or gains on the reversal of previously recognised) write-downs or impairments of assets and/or investments;

2.2.1.1.8 any gains or losses recognised on the attributable share of results of Associates after tax, but including any dividends received in cash by any member of the Group from such an Associate;

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2.2.1.1.9 any share-based payments;

2.2.1.1.10 any other extraordinary or exceptional items; and

2.2.1.1.11 any other material non-cash gain or loss that needs to be accounted for under GAAP.

For any company that is not a Subsidiary of the Group but in which any member of the Group directly or indirectly owns an equity interest of more than 20% (twenty per cent) of the issued share capital (an “Associate”), the Parent may include in the Consolidated EBITDA the percentage of the equity interest of the amount that would be the EBITDA of the Associate;

2.2.1.2 “Consolidated Net Borrowings” means, at any time, the aggregate amount of all obligations of the members of the Group, other than Project Finance Subsidiaries (but including, for the avoidance of doubt, any guarantee obligations of any other member of the Group in respect of the obligations of a Project Finance Subsidiary), for or in respect of Indebtedness for Borrowed Money but excluding any such obligation to any member of the Group, adjusted to take account of the aggregate amount of freely available cash and cash equivalents held by any member of the Group, other than Project Finance Subsidiaries, and so that no amount shall be included or excluded more than once, provided that, if a percentage of the EBITDA of any Associate is included in the Consolidated EBITDA then the same percentage of such Associate’s Consolidated Net Borrowings (but as if references in such definition to “Group” were references to the Associate and its Subsidiaries) will be included in the calculation of Consolidated Net Borrowings;

2.2.1.3 “Consolidated Net Finance Charges” means, in respect of any Measurement Period, the aggregate amount of the interest (including the interest element of leasing and hire purchase payments and capitalised interest), commission, fees, discounts and

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other finance payments payable by any member of the Group, other than Project Finance Subsidiaries, (including any commission, fees, discounts and other finance payment payable by any member of the Group under any interest rate hedging arrangement but deducting any commission, fees, discounts and other finance payments receivable by any member of the Group under any interest rate hedging instrument) but deducting any other interest receivable by any member of the Group, other than Project Finance Subsidiaries, on any deposit or bank account, provided that, if a percentage of the EBITDA of any Associate is included in the Consolidated EBITDA then the same percentage of such Associate’s Consolidated Net Finance Charges (but as if references in such definition to “Group” were references to the Associate and its Subsidiaries) will be included in the calculation of Consolidated Net Finance Charges;

2.2.1.4 “Consolidated Tangible Net Worth” means, at any time, the “Total Equity”, as reported in the “Consolidated Statement of Changes in Equity” in the last set of annual consolidated financial statements of the Parent delivered to the Facility Agent pursuant to this Agreement;

2.2.1.5 “Financial Indebtedness” means (without double counting) any indebtedness of the Group for or in respect of:

2.2.1.5.1 moneys borrowed;

2.2.1.5.2 any amount raised by acceptance under any acceptance credit facility;

2.2.1.5.3 any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

2.2.1.5.4 the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

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2.2.1.5.5 receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

2.2.1.5.6 the amount of any liability in respect of any purchase price for assets or services the payment of which is deferred where the deferral of such price is either:

2.2.1.5.6.1 used primarily as a method of raising credit; or

2.2.1.5.6.2 not made in the ordinary course of business;

2.2.1.5.7 any agreement or option to re-acquire an asset if one of the primary reasons for entering into such agreement or option is to raise finance;

2.2.1.5.8 any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

2.2.1.5.9 any derivative transaction (a “Derivative Transaction”) entered into in connection with protection against or benefit from fluctuation in any rate or price save for a Derivative Transaction entered into in relation to any amount payable to a trade creditor (and, when calculating the value of any Derivative Transaction, only the marked to market value shall be taken into account which, for the avoidance of doubt, may be an addition to or subtraction from the amount of Financial Indebtedness);

2.2.1.5.10 any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

2.2.1.5.11 any amount raised by the issue of redeemable shares to the extent such shares are redeemable prior to the Final Maturity Date; and

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2.2.1.5.12 the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs 2.2.1.5.1 to 2.2.1.5.11 above,

but not including any indebtedness owed by any Obligor to any other Obligor;

2.2.1.6 “Financial Year” means, at any time, the financial year of the Group ending on 31 December in each calendar year;

2.2.1.7 “Indebtedness for Borrowed Money” means Financial Indebtedness save for any indebtedness for or in respect of clauses 2.2.1.5.9 and 2.2.1.5.10 of the definition of “Financial Indebtedness”;

2.2.1.8 “Measurement Period” means each period of 12 (twelve) Months ending on the last day of the Parent’s Financial Year and each period of 12 (twelve) Months ending on the last day of the first half of the Parent’s Financial Year.

2.3 Interpretation and Construction

2.3.1 A document in an “agreed form” is a document which has been initialled as such on or before the relevant date for the purposes of identification by or on behalf of the Borrower and the Facility Agent or, if not so initialled, is in form and substance reasonably satisfactory to the Facility Agent.

2.3.2 Any reference in any Finance Document to:

2.3.2.1 an “affected person” shall have the meaning ascribed thereto in section 128 of the Companies Act;

2.3.2.2 an “affiliate” means, in relation to any person, a Subsidiary of that person or a holding company of that person or any other Subsidiary of that holding company;

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2.3.2.3 an “amendment” includes a supplement, novation or re-enactment and “amended” is to be construed accordingly;

2.3.2.4 “arm’s length” means terms that are fair and reasonable to the counterparty of a transaction and no more or less favourable to the other party to the relevant transaction as could reasonably be expected to be obtained in a comparable arm’s length transaction with a person that is not the ultimate holding company of such counterparty or an entity of which such counterparty or its ultimate holding company has direct or indirect control, or owns directly or indirectly more than 20% (twenty percent) of the share capital or similar rights of ownership;

2.3.2.5 “assets” includes properties, revenues and rights of every description;

2.3.2.6 “audited” means, in respect of any financial statement those financial statements as audited by the Auditors;

2.3.2.7 “authorisations” mean any authorisation, consent, registration, filing, agreement, notarisation, certificate, licence, approval, resolution, permit and/or authority or any exemption from any of the aforesaid, by, with or from any authority (including, without limitation, any approvals required from the South African Reserve Bank in relation to any Finance Document or any transaction contemplated under any Finance Document);

2.3.2.8 “authority” means any government or governmental, administrative, fiscal or judicial authority, body, court, department, commission, tribunal, registry or any stated owned or controlled authority which principally performs governmental functions;

2.3.2.9 “business rescue” shall have the meaning ascribed thereto in section 128 of the Companies Act;

2.3.2.10 “business rescue practitioner” shall have the meaning ascribed thereto in section 128 of the Companies Act;

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2.3.2.11 a “calendar month” shall be construed as a named month, i.e. January, February, March, April, May, June, July, August, September, October, November and December;

2.3.2.12 a “clause” shall, subject to any contrary indication, be construed as a reference to a clause hereof;

2.3.2.13 a Default is “continuing” if it has not been remedied (where such default is capable of remedy) or waived;

2.3.2.14 “financially distressed” shall have the meaning ascribed thereto in section 128 of the Companies Act;

2.3.2.15 a “holding company” shall be construed in accordance with the Companies Act;

2.3.2.16 the words “including” and “in particular” are used by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any of the preceding words;

2.3.2.17 “indebtedness” shall be construed so as to include any obligation (whether incurred as principal or as surety or as guarantor) for the payment or repayment of money, whether present or future, actual or contingent;

2.3.2.18 “law” shall be construed as any law (including statutory, common or customary law), statute, constitution, decree, judgment, treaty, regulation, directive, by-law, order, other legislative measure, directive, requirement, request or guideline (whether or not having the force of law but, if not having the force of law, is generally complied with by the persons to whom it is addressed or applied) of any government, supranational, local government, statutory or regulatory or self-regulatory or similar body or authority or court

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and the common law, as amended, replaced, re-enacted, restated or reinterpreted from time to time;

2.3.2.19 the words “other” and “otherwise” shall not be construed eiusdem generis with any foregoing words where a wider construction is possible;

2.3.2.20 a “person” shall be construed as a reference to any person, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing;

2.3.2.21 a “regulation” means any regulation, rule, official directive, request or guideline (whether or not having the force of law but complied with generally) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

2.3.2.22 “repay” (or any derivative form of that word) includes “prepay” (or any derivative form of that word);

2.3.2.23 “security interest” means any mortgage, pledge, lien, charge, assignment, cession, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security;

2.3.2.24 a “Schedule” shall, subject to any contrary indication, be construed as a reference to a schedule hereof or a schedule of a Finance Document;

2.3.3 Unless inconsistent with the context or save where the contrary is expressly indicated in any Finance Document:

2.3.3.1 if any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it appears only in an interpretation clause, effect shall be given to it as if it were a substantive provision of the relevant Finance Document;

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2.3.3.2 when any number of days is prescribed in any Finance Document, same shall be reckoned inclusively of the first and exclusively of the last day unless the last day falls on a day which is not a Business Day, in which case the last day shall be the next succeeding Business Day;

2.3.3.3 in the event that the day for payment of any amount due in terms of any Finance Document should fall on a day which is not a Business Day, the relevant day for payment shall be the preceding Business Day;

2.3.3.4 in the event that the day for performance of any obligation to be performed in terms of any Finance Document should fall on a day which is not a Business Day, the relevant day for performance shall be the succeeding Business Day;

2.3.3.5 any reference in any Finance Document to an enactment is to that enactment as at the Signature Date and as amended or re-enacted from time to time;

2.3.3.6 any reference in any Finance Document to this Agreement or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document as same may have been, or may from time to time be, amended, varied, novated or supplemented;

2.3.3.7 except as expressly provided for in any Finance Document, no provision of any Finance Document constitutes a stipulation for the benefit of any person who is not a Party to the relevant Finance Document;

2.3.3.8 references to day/s, calendar month/s or year/s shall be construed as Gregorian calendar day/s, calendar month/s or year/s;

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2.3.3.9 a reference to a Party includes that Party’s successors-in-title and permitted assigns;

2.3.3.10 where any Party is required to provide any consent or approval or agree to the actions of any other Party, the request for such consent or approval or agreement shall be in writing and such consent or approval or agreement shall be in writing and shall not be unreasonably withheld or delayed having regard to the financial condition of the Borrower and the Group and the ability of the Obligors to perform their financial or other material obligations under the Finance Documents.

2.3.4 The headings to the clauses and schedules of any Finance Document are for reference purposes only and shall in no way govern or affect the interpretation of nor modify nor amplify the terms of any Finance Document nor any clause or schedule thereof.

2.3.5 Unless inconsistent with the context, an expression in any Finance Document which denotes:

2.3.5.1 any one gender includes the other genders;

2.3.5.2 a natural person includes a juristic person and vice versa; and

2.3.5.3 the singular includes the plural and vice versa.

2.3.6 The Schedules to any Finance Document form an integral part thereof and words and expressions defined in any Finance Document shall bear, unless the context otherwise requires, the same meaning in such Schedules. To the extent that there is any conflict between the Schedules to any Finance Document and the provisions of the relevant Finance Document, the provisions of the relevant Finance Document shall prevail.

2.3.7 Where any term is defined within the context of any particular clause in any Finance Document, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the

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relevant clause, shall bear the same meaning as ascribed to it for all purposes in terms of the relevant Finance Document, notwithstanding that that term has not been defined in any interpretation clause.

2.3.8 The expiration or termination of any Finance Documents shall not affect such of the provisions of the Finance Documents as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

2.3.9 The Finance Documents shall be binding on and enforceable by the administrators, trustees, permitted assigns or liquidators of the Parties as fully and effectually as if they had signed the Finance Documents in the first instance and reference to any Party shall be deemed to include such Party’s administrators, trustees, permitted assigns or liquidators, as the case may be.

2.3.10 The use of any expression in any Finance Document covering a process available under South African law such as winding-up (without limitation eiusdem generis) shall, if any of the Parties to the Finance Documents is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such other jurisdiction.

2.3.11 Where figures are referred to in numerals and in words in any Finance Document, if there is any conflict between the two, the words shall prevail.

3. INTRODUCTION

3.1 The Borrowers require the Facility for the purpose of funding (i) capital expenditure of the Group, and (ii) general corporate and working capital requirements of the Group.

3.2 The Lenders have agreed to make the Facility available to the Borrowers in accordance with the terms and conditions of this Agreement.

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4. THE FACILITY

4.1 The Facility

The Lenders agree to make available to the Borrowers a revolving credit facility in an aggregate amount equal to the Total Commitments, subject to the terms and conditions of this Agreement.

4.2 Purpose of the Facility

The Borrowers shall utilise the Facility for the purpose of funding (i) capital expenditure of the Group, and (ii) general corporate and working capital requirements of the Group.

4.3 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4.4 Finance Parties’ Rights and Obligations

4.4.1 The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

4.4.2 The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

4.4.3 A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

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4.5 Facility Agent

While SBSA is the only Lender under the Facility, all references to the Facility Agent in this Agreement shall be construed as references to SBSA in its capacity as a Lender.

5. CONDITIONS OF UTILISATION

5.1 Initial Conditions Precedent

The Lenders shall not be obliged to make any Loan to any Borrower under the Facility unless:

5.1.1 all of the Financial Close Documents have been delivered to the Facility Agent in a form and in substance satisfactory to the Facility Agent. The Facility Agent shall notify the Parent and the Lenders promptly on being so satisfied; or

5.1.2 to the extent that any Financial Close Documents are not in a form and in substance satisfactory to the Facility Agent or have not been delivered, the Facility Agent has, upon written notice to all of the Parties, waived or deferred delivery of those Financial Close Documents which are not in a form and in substance satisfactory to it or which have not been delivered pursuant to clause 5.3 (Waiver of Conditions Precedent);

5.1.3 the Facility Agent being satisfied that no business rescue proceedings have commenced in respect of any Material Group Company, which in the case of a Material Group Company (other than an Obligor) could reasonably be expected to have a Material Adverse Effect.

5.2 Further Conditions to Utilisation of Facility

The Lenders shall not be obliged to make any Loan to any Borrower under the Facility unless on the proposed Utilisation Date:

5.2.1 in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Rollover Loan, and in the case of any other Loan, no Default is continuing or would result from the proposed Loan;

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5.2.2 the Repeating Representations are true, accurate and complete in all material respects.

5.3 Waiver or Deferral of Conditions Precedent

5.3.1 Satisfaction of any of the conditions set out in:

5.3.1.1 clause 5.1 (Initial Conditions Precedent) may be waived or deferred by the Facility Agent acting on the instructions of the Majority Lenders;

5.3.1.2 clause 5.2 (Further Conditions to Utilisation of Facility) may be waived or deferred by the Facility Agent acting on the instructions of the Majority Lenders.

5.3.2 Waiver or deferral of delivery of any of the Financial Close Documents either at all or in a form and in substance satisfactory to the Facility Agent or waiver of any of the further conditions set out in clause 5.2 (Further Conditions to Utilisation of Facility) shall not prejudice the right of the Facility Agent to require subsequent fulfilment of such condition in a written notice to this effect delivered at the time of such waiver or deferral and, unless otherwise specified in any written notice waiving fulfilment of the relevant condition, the relevant condition shall be fulfilled by the Obligors within 5 (five) Business Days of the date of the written notice waiving fulfilment of such condition.

5.4 Termination

If the Financial Close Date has not occurred before the date falling 60 (sixty) days after the Signature Date then the Facility Agent shall be entitled, acting on the instructions of the Majority Lenders to cancel the Facility by written notice to the Borrowers. Such cancellation shall be without prejudice to the Borrowers’ obligation under clause 14 (Costs and Expenses) to pay any costs, fees, expenses or taxes then due and payable.

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6. UTILISATION OF FACILITY

6.1 Subject to clause 5 (Conditions of Utilisation), a Borrower may utilise the Facility during the Availability Period by delivering to the Facility Agent a duly completed Utilisation Request not later than 11h00 not less than 3 (three) Business Days prior to the proposed Utilisation Date.

6.2 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

6.2.1 the proposed Utilisation Date is a Business Day within the Availability Period;

6.2.2 the currency of the proposed Loan is Rand;

6.2.3 the amount of the proposed Loan is a minimum amount of R10 000 000 (Ten Million Rand) (or, if less, the Available Facility);

6.2.4 it specifies an Interest Period of one, three, six or twelve Months applicable to the proposed Loan;

6.2.5 it specifies a bank account in South Africa to which the Borrower wishes the proceeds of the Loan to be credited; and

6.2.6 the proposed Loan together with the aggregate of the Loans still outstanding on the proposed Utilisation Date shall not exceed the Available Facility.

6.3 Only one Loan may be requested in each Utilisation Request.

6.4 Only one Utilisation Request may be outstanding at any point in time, provided that a joint request by GFO and GFIJVH in their capacities as members of the South Deep Joint Venture will be deemed to be one Utilisation Request.

6.5 A maximum of two Utilisation Requests may be delivered in any calendar month during the Availability Period.

6.6 A Borrower may not deliver a Utilisation Request if as a result of the proposed

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Utilisation more than 10 (ten) Loans would be outstanding at any point in time and to this effect, the Lender will consolidate 2 (two) or more outstanding Loans made to the same Borrower maturing on the same date, such that the relevant Rollover Loan made to refinance such maturing Loans will be in respect of such outstanding Loans as consolidated into 1 (one) Loan.

6.7 The Borrower acknowledges and agrees that any Utilisation Request signed by an authorised signatory (as designated in terms of paragraph 1.2.2 of Schedule 2 (Financial Documents)) on behalf of a Borrower shall be deemed to be a valid Utilisation Request issued by that Borrower and any Loan made pursuant to such Utilisation Request to that Borrower shall constitute a valid Loan to that Borrower.

6.8 If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available on the Utilisation Date.

6.9 The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

7. INTEREST

7.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

7.1.1 Base Rate; and

7.1.2 Margin.

7.2 Payment of interest

7.2.1 In respect of each Interest Period of one, three or six Months selected in accordance with clause 8.1.2, each Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each such Interest Period.

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7.2.2 In respect of each Interest Period of 12 (twelve) Months selected in accordance with clause 8.1.2, each Borrower to which a Loan has been made shall pay accrued interest on that Loan as follows:

7.2.2.1 all interest accrued during the 6 (six) Month period (a “Semi-Annual Period”) commencing on the first day of such Interest Period (inclusive of the first day of that Semi-Annual Period but exclusive of the last day of that Semi-Annual Period) shall be paid by that Borrower on the last day of that Semi-Annual Period; and

7.2.2.2 all interest accrued during the period commencing on the last day of that Semi-Annual Period and ending on the last day of that Interest Period (inclusive of the first day of that period but exclusive of the last day that period) shall be paid by that Borrower on the last day of that Interest Period.

7.3 Default interest

7.3.1 If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to clause 7.3.2, is 2% (two percent) higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably). Any interest accruing under this clause 7.3 shall be immediately payable by the relevant Obligor on demand by the Facility Agent.

7.3.2 If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

7.3.2.1 the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

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7.3.2.2 the rate of interest applying to the overdue amount during that first Interest Period shall be 2% (two percent) higher than the rate which would have applied if the overdue amount had not become due.

7.3.3 Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

7.4 Notification of rates of interest

The Facility Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement.

7.5 Absence of quotations

Subject to clause 7.6 (Market disruption), if the Base Rate is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11h00 (Johannesburg time) on the Reset Date, the applicable Base Rate shall be determined on the basis of the quotations of the remaining Reference Banks.

7.6 Market disruption

7.6.1 If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate which is the sum of:

7.6.1.1 the Margin; and

7.6.1.2 the rate notified to the Facility Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select.

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7.6.2 In this Agreement “Market Disruption Event” means:

7.6.2.1 at or about noon on the Reset Date for the relevant Interest Period JIBAR is not available on the relevant screen and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine the Base Rate for the relevant Interest Period; or

7.6.2.2 before close of business in Johannesburg on the Reset Date for the relevant Interest Period, the Facility Agent receives notifications from any Lender that the cost to it of obtaining matching deposits in the Johannesburg interbank market would be in excess of the Base Rate.

7.7 Alternative basis of interest or funding

7.7.1 Without prejudice to the generality of clause 7.6.1, if a Market Disruption Event occurs and the Facility Agent or the Parent so requires, the Facility Agent and the Parent shall enter into negotiations for a period of not more than 30 (thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

7.7.2 Any alternative basis agreed pursuant to clause 7.7.1 above shall, with the prior consent of all the Lenders and the Parent, be binding on all Parties.

8. INTEREST PERIODS

8.1 Selection of Interest Periods

8.1.1 A Borrower shall select an Interest Period for a Loan in the Utilisation Request for that Loan.

8.1.2 Subject to this clause 8 (Interest Periods), a Borrower may select an Interest Period of one, three, six or twelve Months, as specified in the Utilisation Request.

8.1.3 An Interest Period for a Loan shall not extend beyond the Final Maturity

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Date. If an Interest Period for a Loan selected by a Borrower would, but for this clause 8.1.3, extend beyond the Final Maturity Date (such Interest Period, a “Broken Period”), then for that Broken Period the Base Rate shall be determined in accordance with the following formula:

r = r1 + (t- t1) x (r2-r1) / (t2-t1)

where:

r = the Base Rate to be determined,

r1 = the Base Rate for the period closest to but less than that Broken Period, provided that if this would result in r1 being less than 1 month, then r1 shall be equal to JIBAR Overnight Deposit Rate plus 0,01%;

r2 = the Base Rate for the period closest to but greater than that Broken Period;

t1 = the number of days applicable to the period for which r1 is quoted on the first day of that Broken Period;

t2 = the number of days applicable to the period for which r2 is quoted on the first day of that Broken Period;

t = the number of days in that Broken Period.

8.1.4 Each Interest Period for a Loan shall start on the relevant Utilisation Date.

8.1.5 A Loan has 1 (one) Interest Period only.

8.1.6 Subject to this clause 8 (Interest Periods), a Borrower may select a different Interest Period for a Rollover Loan than the Interest Period of the Loan being refinanced by that Rollover Loan in the Utilisation Request delivered for that Rollover Loan.

8.1.7 If a Borrower fails to select an Interest Period for a Loan in the Utilisation Request for that Loan, the Interest Period for the applicable Loan shall be 3 (three) Months.

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8.2 Non-Business Days

If an Interest Period or a Semi-Annual Period would otherwise end on a day which is not a Business Day, that Interest Period or Semi-Annual Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

8.3 Consolidation of Loans

If two or more Interest Periods relate to Loans made to the same Borrower and end on the same date, those Loans will be consolidated into, and treated as, a single Loan on the last day of the Interest Period.

8.4 Day Count Convention

Any interest or fee accruing under a Finance Document will accrue from day to day and is calculated inclusive of the first day but exclusive of the last day of an Interest Period or Semi-Annual Period, as the case may be, on the basis of the actual number of days elapsed and a year of 365 days (irrespective of whether the year is a leap year) or, in any case where the practice in the Johannesburg interbank market differs, in accordance with that market practice.

9. REPAYMENTS

Each Borrower shall repay each Loan made to it on the last day of its Interest Period such that all Loans outstanding under the Facility (including accrued and unpaid interest thereon) shall be repaid in full by no later than the Final Maturity Date.

10. PREPAYMENTS

10.1 Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

10.1.1 that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

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10.1.2 upon the Facility Agent notifying the Parent, the Commitment of that Lender will be immediately cancelled; and

10.1.3 each Borrower shall repay that Lender’s participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Facility Agent has notified the Parent or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitments shall be cancelled in the amount of the participations repaid.

10.2 Change of control

10.2.1 If any person or group of persons acting in concert gains control of the Parent:

10.2.1.1 the Parent shall promptly notify the Facility Agent upon becoming aware of that event;

10.2.1.2 a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan) and the Facility Agent and the Parent shall consult about the change of control;

10.2.1.3 if the Majority Lenders so require after a period of 45 (forty-five) days from receipt of the notice referred to in clause 10.2.1.1 above, the Facility Agent shall by notice to the Parent, (such notice to be delivered no later than 60 (sixty) days from receipt of the notice referred to in clause 10.2.1.1 above), cancel the Total Commitments and declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable;

10.2.1.4 if the Facility Agent does not serve the notice referred to in clause 10.2.1.3 above, then each Lender may by notice to the Facility

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Agent, which shall be delivered not earlier than 45 (forty-five) days nor later than 60 (sixty) days from receipt of the notice referred to in 10.2.1.1 above, whereupon the Facility Agent shall by notice to the Parent (such notice to be delivered promptly after receipt of the Lender’s notification), cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest thereon and all other amounts due to such Lender under the Finance Documents immediately due and payable, whereupon the Commitment of the Lender will be cancelled and all such outstanding amounts will become immediately due and payable.

10.2.2 For the purpose of clause 10.2.1 above, “control” means:

10.2.2.1 the power (whether by way ownership of shares, proxy, contract, agency or otherwise) to:

10.2.2.1.1 cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of the Parent; or

10.2.2.1.2 appoint or remove all, or the majority, of the directors or other equivalent officers of the Parent; or

10.2.2.1.3 give directions with respect to the operating and financial policies of the Parent which the directors or other equivalent officers of the Parent are obliged to comply with; or

10.2.2.2 the holding of more than one-half of the issued share capital of the Parent (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital).

For the purpose of clause 10.2.1 above, “acting in concert” means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition

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by any of them, either directly or indirectly, of shares in the Parent, to obtain or consolidate control of the Parent.

10.3 Delisting

10.3.1 If the Parent is delisted from the NYSE without the prior written consent of the Facility Agent, then the Parent shall promptly notify the Facility Agent in writing of such delisting, together with reasonable details of same.

10.3.2 Within 10 (ten) Business Days of receipt of the notice contemplated in clause 10.3.1, the Parties shall enter into discussions, for a period not exceeding 20 (twenty) Business Days or such longer period as agreed between the Parties, regarding inter alia the consequences and effects of the non-compliance contemplated in clause 10.3.1 on the business, operations or prospects of the Group taken as a whole.

10.3.3 Each Lender may by notice to the Facility Agent, which shall be delivered not later than 5 (five) Business Days after the expiry of the period referred to in clause 10.3.1 above, whereupon the Facility Agent shall by notice to the Parent (such notice to be delivered promptly after receipt of the Lender’s notification), cancel the Commitment of that Lender (or any portion thereof) and declare the participation of that Lender in all outstanding Loans (or any portion thereof), together with accrued interest thereon and all other amounts due to such Lender under the Finance Documents immediately due and payable, whereupon the Commitment of the Lender (or the relevant portion thereof) will be cancelled and all such outstanding amounts will become immediately due and payable.

10.4 Voluntary Prepayment

10.4.1 At any time prior to the Final Maturity Date and for as long as no Default is continuing, a Borrower may by giving to the Facility Agent not less than 5 (five) Business Days’ prior written notice (a “Prepayment Notice”) to that effect, prepay the whole or a portion of the Loans made to it (the “Voluntary Prepayment Portion”), subject to the conditions

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and provisions relating to prepayment as set out in clauses 10.4.2 and 10.8 (Restrictions and Miscellaneous Provisions relating to Prepayments).

10.4.2 Any proposed voluntary prepayment hereunder shall be conditional upon and subject to compliance by the Borrowers with the following conditions and provisions:

10.4.2.1 such prepayment shall not result in a breach of the Financial Covenants immediately after such prepayment has been made;

10.4.2.2 the Voluntary Prepayment Portion being prepaid shall be a minimum aggregate amount of R10 000 000 (Ten Million Rand) (or, if less, the amount of the then outstanding Loans) and in integral multiples of R10 000 000 (Ten Million Rand) thereafter.

10.5 Cancellation

Any unutilised portion of the Available Facility shall be cancelled on the last day of the Availability Period and the Available Facility shall be reduced to zero.

10.6 Voluntary Cancellation

During the Availability Period, the Parent may, if it gives the Facility Agent not less than 10 (ten) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of R10 000 000 (Ten Million Rand) and integral multiples of R10 000 000 (Ten Million Rand) in excess thereof) of the Available Facility. Any cancellation under this clause 10.6 shall reduce the Commitments of the Lenders rateably.

10.7 Breakage Costs

10.7.1 Each Borrower shall, within 3 (three) Business Days of demand by a Finance Party, pay to that Finance Party its Breakage Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

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10.7.2 Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Breakage Costs for any Interest Period in which they accrue.

10.8 Restrictions and Miscellaneous Provisions relating to Prepayments

10.8.1 Any notice of cancellation or prepayment given by any Party under this clause 10 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

10.8.2 Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Breakage Costs, without premium or penalty.

10.8.3 Unless a contrary indication appears in this Agreement, any part of any Loan which is prepaid may be reborrowed in accordance with the terms of this Agreement.

10.8.4 The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

10.8.5 No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

10.8.6 If the Facility Agent received a notice under this clause 10 it shall promptly forward a copy of that notice to either the Parent or the affected Lender, as appropriate.

11. FEES

11.1 Commitment Fees

11.1.1 The Borrowers shall pay to the Facility Agent (for the account of each

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Lender) a commitment fee in Rand which shall be computed daily at the rate of 1.05% (one point zero five percent) per annum on that Lender’s Available Commitment.

11.1.2 The accrued commitment fee is payable on the last day of each successive period of 6 (six) Months which ends during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

11.2 Arranging Fee

The Borrowers shall pay to the Arranger an arranging fee in the amount and at the times agreed in a Fee Letter.

11.3 Agency Fee

The Borrowers shall pay to the Facility Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

12. TAX GROSS UP AND INDEMNITIES

12.1 Tax gross-up

12.1.1 Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

12.1.2 The Parent shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, without prejudice to clause 12.1.1 a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Parent and, if applicable, that Obligor.

12.1.3 If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an

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amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

12.1.4 If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

12.1.5 Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

12.2 Tax indemnity

12.2.1 The Parent shall (within 3 (three) Business Days of demand by the Facility Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines (in its absolute discretion) will be or has been (directly or indirectly) suffered for or on account of Tax by that Finance Party in respect of a Finance Document.

12.2.2 clause 12.2.1 above shall not apply:

12.2.2.1 with respect to any Tax assessed on a Finance Party:

12.2.2.1.1 under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

12.2.2.1.2 under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

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if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

12.2.2.2 to the extent a loss, liability or cost is compensated for by an increased payment under clause 12.1 (Tax gross-up).

12.2.3 A Finance Party making, or intending to make a claim under clause 12.2.1 above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Parent.

12.2.4 A Finance Party shall, on receiving a payment from an Obligor under this clause 12.2, notify the Facility Agent.

12.3 Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines (in its absolute discretion) that:

12.3.1 a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

12.3.2 that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to such Obligor which that Finance Party determines (in its absolute discretion) will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by such Obligor.

12.4 Stamp taxes

The Parent shall pay and, within 3 (three) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that a Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

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12.5 Value added tax

12.5.1 All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to clause 12.5.3 below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

12.5.2 If VAT is chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply.

12.5.3 Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT.

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13. INCREASED COSTS

13.1 Increased costs

13.1.1 Subject to clause 13.3 (Exceptions), the Borrowers shall, within 20 (twenty) Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation after the Signature Date, (ii) compliance with any law or regulation made after the Signature Date, or (iii) the implementation or application of, or compliance with, Basel III or any law or regulation that implements or applies Basel III (except, in each case, to the extent that any such costs were reasonably capable of being calculated by the relevant Finance Party as at the Signature Date or the date on which it became a party to this Agreement).

13.1.2 In this Agreement “Increased Costs” means:

13.1.2.1 a reduction in the rate of return from a Facility or on a Finance Party’s (or its affiliate’s) overall capital;

13.1.2.2 an additional or increased cost; or

13.1.2.3 a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

13.2 Increased cost claims

13.2.1 A Finance Party intending to make a claim pursuant to clause 13.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Parent.

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13.2.2 Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate in accordance with clause 27.2 (Accounts and Certificates) confirming the amount of its Increased Costs.

13.3 Exceptions

Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

13.3.1 attributable to a Tax Deduction required by law to be made by an Obligor;

13.3.2 compensated for by clause 12.2 (Tax indemnity) (or would have been compensated for under clause 12.2 (Tax indemnity) but was not so compensated solely because any of the exclusions in clause 12.2.2 applied); or

13.3.3 attributable to the wilful breach by the relevant Finance Party or its affiliates of any law or regulation.

14. COSTS AND EXPENSES

14.1 Transaction Expenses

The Parent (or a Borrower nominated by the Parent) shall promptly within 5 (five) Business Days of demand pay the Facility Agent the amount of all reasonable or necessary costs and expenses, including reasonable and agreed legal fees payable up to an aggregate maximum amount of R10 000.00 (Ten Thousand Rand) excluding VAT and disbursements, reasonably incurred by the Facility Agent and the Lenders in connection with:

14.1.1 the negotiation, preparation, printing and execution of:

14.1.1.1 this Agreement, the other Finance Documents and the Financial Close Documents; and

14.1.1.2 any other Finance Documents executed after the Signature Date;

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provided that no Obligor shall be liable for any cost or expense so incurred (other than the legal fees referred to above) in excess of R20 000 (Twenty Thousand Rand) unless the incurral of that cost or expense has been approved in writing by the Parent in advance of its incurral.

14.2 Amendment Costs

An Obligor shall within 5 (five) Business Days of demand reimburse the Facility Agent for the amount of all costs, fees and expenses reasonably incurred by the Facility Agent in connection with any amendment, waiver or consent requested by that Obligor in relation to any Finance Document.

14.3 Enforcement Costs

The Obligors shall be jointly and severally liable for payment, within 5 (five) Business Days of demand of the amount of all costs and expenses (including legal fees on the scale as between attorney and own client whether incurred before or after judgement) incurred by any Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

15. GUARANTEE AND INDEMNITY

15.1 Guarantee and Indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

15.1.1 guarantees to each Finance Party the punctual performance by each Borrower of all that Borrower’s obligations under the Finance Documents;

15.1.2 undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

15.1.3 indemnifies each Finance Party immediately on demand (and shall make the relevant payment within 5 (five) Business Days of such demand)

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against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which the Finance Party would otherwise have been entitled to recover.

15.2 Continuing Guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents regardless of any intermediate payment or discharge in whole or in part.

15.3 Reinstatement

If any payment by an Obligor or any one of them or any discharge given by a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency, business rescue proceedings, liquidation, winding up or any similar event:

15.3.1 the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction has not occurred; and

15.3.2 each Finance Party shall be entitled to recover the value or amount of that security or payment from each Obligor as if the payment, discharge, avoidance or reduction has not occurred.

15.4 Waiver of Defences

The obligations of each Guarantor under this clause 15 (Guarantee and Indemnity) will not be affected by an act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this clause 15 (Guarantee and Indemnity) (without limitation and whether or not known to it or any Finance Party) including:

15.4.1 any time, waiver or consent granted to, or composition with, the Obligors or any one of them or other person;

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15.4.2 the release of the Obligors or any one of them or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

15.4.3 the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Obligors or any one of them or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

15.4.4 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Obligors or any one of them or any other person;

15.4.5 any amendment (however fundamental) or replacement of a Finance Document or any other document or security;

15.4.6 any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

15.4.7 any insolvency, business rescue proceedings, liquidation, administration, winding up or similar proceedings.

15.5 Immediate Recourse

Each Guarantor waives any right it may have of first requiring any Finance Party to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this clause 15.

15.6 Subordination of Guarantors’ Rights

15.6.1 When any Default has occurred and is continuing, each of the Guarantors acknowledges and agrees that any recourse claims it may have against the Obligors or any one of them (the “Recourse Claims”) shall be

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subordinated to the claims of the Lenders against the Obligors under this Agreement so that until the earlier to occur of the discharge in full of all the Obligors’ obligations under the Finance Documents (the “Secured Obligations”) or the remedy of the Default:

15.6.1.1 the Finance Parties’ claims will rank in priority to the Recourse Claims; and

15.6.1.2 no Guarantor will claim, receive or accept, directly or indirectly, payment of any Recourse Claims; and

15.6.1.3 no Guarantor shall take, accept or receive the benefit of any Encumbrance from any Obligor; and

15.6.1.4 no Guarantor shall obtain or enforce any judgement against any Obligor in relation to any of the Recourse Claims.

15.6.2 No Guarantor shall petition or apply for or vote in favour of any resolution for the winding-up, dissolution or administration or analogous or similar process with regard to the Obligors or any one of them prior to the date of full and final discharge of the Secured Obligations.

15.6.3 In any liquidation of (whether provisional or final) or judicial management of or compromise of any Obligor, no Guarantor shall prove or seek to prove claims in respect of any Recourse Claims it may have prior to the date of full and final discharge of all of the Secured Obligations if the effect of such proof would be to reduce the dividend payable to the Finance Parties in relation to the Finance Parties’ claims at the time of such liquidation, judicial management or compromise.

15.7 Appropriations

15.7.1 Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

15.7.1.1 refrain from applying or enforcing any other moneys, security or

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rights held or received by that Finance Party (or agent or other person on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

15.7.1.2 hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this clause 15.

15.8 Additional Security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security and neither shall it prejudice any other guarantee or security now or subsequently held by the Lender.

16. REPRESENTATIONS AND WARRANTIES

16.1 Representations and Warranties

Each Obligor makes the representations and warranties set out in this clause 16.1 to each Finance Party.

16.1.1 Status

16.1.1.1 It is a limited liability company, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

16.1.1.2 It has the power to own its assets and carry on its business as it is being conducted or is contemplated to be conducted.

16.1.2 Power and Authority

It has the power to enter into and perform, and has taken all necessary action to authorise its entry into, and performance of, the Finance Documents to which it is party and the transactions contemplated by those Finance Documents.

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16.1.3 Binding Obligations

The obligations expressed to be assumed by it in each Finance Document to which it is a party are, subject to any general principles of law as at the Signature Date limiting its obligations, which are specifically referred to in any legal opinion delivered pursuant to clause 5.1 (Initial Conditions Precedent) or clause 22 (Change to Obligors), legal, valid, binding and enforceable obligations.

16.1.4 Non-Conflict with Other Obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents to which it is a party do not and will not conflict with:

16.1.4.1 any law applicable to it;

16.1.4.2 its Constitutional Documents; or

16.1.4.3 any material agreement or instrument binding upon it or any of its assets.

16.1.5 Authorisations

All authorisations required:

16.1.5.1 to enable it lawfully to enter into, exercise its rights and comply with its obligations under the Finance Documents to which it is a party and to ensure that the obligations expressed to be assumed by it thereunder are legal, valid, binding and enforceable;

16.1.5.2 to enable it to lawfully conduct its business where failure to obtain such authorisation would result in a Material Adverse Effect; and

16.1.5.3 to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

have been obtained or effected and are in full force and effect.

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16.1.6 Governing law and enforcement

Subject to any general principles of law as at the date of this Agreement set out in any legal opinion delivered pursuant to clause 5.1 (Initial conditions precedent) or clause 22 (Changes to the Obligors):

16.1.6.1 the choice of South African law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation; and

16.1.6.2 any judgment obtained in South Africa in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.

16.1.7 Sanctions

Neither the Parent nor any Subsidiary of the Parent, nor any director, employee or officer of the Parent or any Subsidiary of the Parent, nor to the Parent’s actual knowledge and belief, any agent, affiliate or representative of the Parent or any Subsidiary is an individual or entity currently the subject or target of any Sanctions (in place as at the Signature Date) nor is the Parent or any Subsidiary of the Parent located, organised, resident or operating in any Sanctioned Country (designated as such as at the Signature Date).

16.1.8 Deduction of Tax

It is not required under the law of its jurisdiction of incorporation to make any deduction for or on account of Tax from any payment it may make under any Finance Document.

16.1.9 No filing or stamp taxes

Except to the extent set out in any legal opinion provided pursuant to clause 5.1 (Initial conditions precedent) or clause 22 (Changes to the Obligors) in relation to it, under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or

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enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.

16.1.10 No Default

16.1.10.1 No Default is continuing or might reasonably be expected to result from the making of any Utilisation.

16.1.10.2 It is not, nor is it likely to be as a result of entering into and performing its obligations under the Finance Documents, in violation of any law or in breach of or in default under any agreement to which it is a party or which is binding on it or any of its assets to an extent or in a manner which could reasonably be expected to have a Material Adverse Effect.

16.1.11 No Misleading Information

16.1.11.1 To the best of its knowledge and belief (having made due enquiry), all written factual information supplied by it to the Finance Parties in connection with this Agreement (excluding equity analysts reports and the reports from credit rating agencies) was true and accurate in all material respects as at the date it was given or as at the date (if any) at which it was stated and was not deliberately misleading in any material respects at such date. The financial projections and forecasts contained in the information have been prepared in good faith on the basis of recent historical information and on the basis of reasonable assumptions.

16.1.11.2 It has not knowingly withheld any information which, if disclosed, could reasonably be expected materially and adversely to affect the decision of any Finance Party in considering whether or not to provide finance to the Borrowers.

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16.1.12 Financial Statements

16.1.12.1 The Original Financial Statements were prepared in accordance with GAAP.

16.1.12.2 The Original Financial Statements fairly represent the Group’s financial condition and operations during the relevant financial period.

16.1.13 Pari Passu Ranking

Its payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally in the jurisdiction of its incorporation.

16.1.14 No Proceedings Pending or Threatened

Other than as disclosed in the Original Financial Statements, the financial statements most recently delivered to the Facility Agent pursuant to clause 17.1 (Financial Statements) or arising from the litigation disclosed in Schedule 4 (Silicosis Litigation), no litigation, arbitration or administrative proceedings of or before any court or arbitral body have been started or (to the best of its knowledge and belief, after due enquiry) threatened against it which could reasonably be expected to affect the validity, legality or enforceability of any Finance Documents to which it is a party or its obligations thereunder.

16.1.15 No Winding-Up

16.1.15.1 No Material Group Company has taken any corporate action, nor have any other steps been taken or legal proceedings started or (to the best of its knowledge and belief, after due enquiry) threatened against any Material Group Company, for its winding-up, dissolution, administration, re-organisation or the commencement

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of business rescue proceedings or for the enforcement of any Encumbrance over all or any of its revenues or assets or for the appointment of a receiver, administrator, administrative receiver, business rescue practitioner, conservator, custodian, trustee or similar officer of it or of all or any of its assets, which in the case of a Material Group Company (other an Obligor) could reasonably be expected to have a Material Adverse Effect.

16.1.15.2 The board of any Material Group Company that is financially distressed, which in the case of a Material Group Company (other than an Obligor) could reasonably be expected to have a Material Adverse Effect, has delivered the written notice required in terms of section 129(7) of the Companies Act.

16.1.16 No Encumbrances

16.1.16.1 No Encumbrance exists over all or any of the assets of any Material Group Company except for Permitted Encumbrances.

16.1.16.2 No Encumbrance would arise as a result of the execution of and performance of its rights and obligations under the Finance Documents.

16.1.17 Assets

It and each Material Group Company has good title to or validly leases or licenses all of the assets necessary to carry on its business as presently conducted, to the extent that failure to comply with this clause 16.1.17 (Assets) could reasonably be expected to have a Material Adverse Effect.

16.1.18 Insurance

Each Material Group Company maintains insurances on and in relation to its business and assets against those risks and to the extent as is usual for companies in the jurisdiction in which it conducts its business carrying on substantially similar business in such jurisdiction.

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16.1.19 Environmental Compliance

Each Material Group Company has adopted and complies with an environmental policy which requires monitoring of and compliance with all applicable Environmental Law and Environmental Permits applicable to it from time to time unless non-compliance with such policy could not reasonably be expected to cause a Material Adverse Effect.

16.1.20 Environmental Claims

Other than as disclosed in the Original Financial Statements or the financial statements most recently delivered to the Facility Agent pursuant to clause 17.1 (Financial Statements), no Environmental Claim (not of a frivolous or vexatious nature) has been commenced or (to the best of its knowledge and belief, having made due enquiry) is threatened against any Material Group Company where that claim would be reasonably likely, if determined against that Material Group Company, to have a Material Adverse Effect.

16.1.21 Taxation

16.1.21.1 It and each Material Group Company has duly and punctually paid and discharged all Taxes imposed upon it or its assets within the time period allowed without incurring penalties except to the extent that:

16.1.21.1.1 payment is being contested in good faith, it has maintained adequate reserves for those Taxes and payment can be lawfully withheld; or

16.1.21.1.2 the aggregate amount of Taxes being withheld does not exceed US$30,000,000 (or its equivalent).

16.1.21.2 It is not and no Material Group Company is materially overdue in the filing of any Tax returns.

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16.1.22 Ownership of Material Group Companies

16.1.22.1 Each existing Material Group Company on the date of this Agreement (other than the Cerro Corona Subsidiary, Newshelf, GFO, GFIJVH and the Ghanaian Companies) is a wholly-owned Subsidiary of the Parent and any member of the Group which becomes a Material Group Company after the date of this Agreement will be a wholly or partially owned Subsidiary of the Parent and the members of the Group holding the shares in such Material Group Company have not reduced their shareholding in such Subsidiary below the level of their shareholding at the time such Subsidiary became a Material Group Company.

16.1.22.2 The Parent holds at least 74% (seventy-four percent) of the issued share capital of Newshelf.

16.1.22.3 Newshelf holds at least 74% (seventy-four percent) of the issued share capital of each of GFO and GFIJVH.

16.1.22.4 The Parent indirectly holds at least 90% (ninety percent) of the issued share capital of each Ghanaian Company.

16.1.22.5 The Parent indirectly holds at least 99% (ninety-nine percent) of the common shares in the share capital of the Cerro Corona Subsidiary (which equates to 98,5% (ninety eight comma five percent) of the issued and outstanding shares in the share capital of the Cerro Corona Subsidiary).

16.1.23 Anti-corruption

Each Material Group Company has conducted its businesses in compliance with the Applicable Anti-Corruption Laws and has instituted policies and procedures designed to promote and achieve compliance with such laws.

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16.1.24 No Material Adverse Effect

There has been no change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Obligors or the Group taken as a whole since 31 December 2016 which could reasonably be expected to have a Material Adverse Effect.

16.2 Repetition

16.2.1 All the representations and warranties in this clause 16 (Representations and Warranties) are made by each Obligor on the Signature Date (other than in respect of clause 16.1.12, which is deemed to be made on the date such information is provided).

16.2.2 The Repeating Representations are made or deemed to be made by an Additional Guarantor, the day on which it becomes an Additional Guarantor.

16.2.3 All the representations and warranties in this clause 16 are deemed to be made by each Obligor (by reference to the facts and circumstances then existing) on the date of each Utilisation Request and Utilisation Date.

16.2.4 The Repeating Representations are deemed to be made on each Repetition Date by each Obligor in either case by reference to the facts and circumstances then existing on that Repetition Date.

16.2.5 For the purposes of clause 16.2.2 above:

16.2.5.1 “Repeating Representations” means the representations and warranties contained in clause 16.1.1 (Status) to clause 16.1.24 (No Material Adverse Effect) (each inclusive) with the exception of clauses 16.1.3 (Binding Obligations), 16.1.6 (Governing Law and Enforcement), 16.1.8 (Deduction of Tax), 16.1.9 (No Filing or Stamp Taxes), 16.1.11 (No Misleading Information) and 16.1.14 (No Proceedings Pending or Threatened); save that the references in clauses 16.1.12.1 and 16.1.12.2 to “the Original Financial

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Statements” shall, for the purposes of this Repeating Representation, be construed as references to the most recent audited consolidated financial statements of the Group and the audited financial statements of the Borrowers and each Guarantor delivered to the Facility Agent under clause 17.1 (Financial Statements).

16.2.5.2 “Repetition Date” means the first day of each Interest Period (other than on the first day of the first Interest Period for a Loan).

16.3 Reliance

The Finance Parties have entered into the Finance Documents to which each of them is a party on the strength of, and relying on, the representations and warranties set out in clause 16.1 (Representations and Warranties), each of which shall be deemed to be a separate representation and warranty given without prejudice to any other representation or warranty and deemed to be a material representation inducing the Finance Parties to enter into the Finance Documents to which each of them is party.

17. INFORMATION UNDERTAKINGS

The undertakings in this clause 17 (Information Undertakings) are given in favour of each Finance Party and remain in force from the Signature Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

17.1 Financial Statements

The Parent shall supply to the Facility Agent:

17.1.1 as soon as the same become available, but in any event within 120 (one hundred and twenty) days after the end of each of its Financial Years the audited consolidated financial statements of the Parent for that Financial Year;

17.1.2 as soon as the same become available, but in any event within 150 (one hundred and fifty) days after the end of each of its Financial Years:

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17.1.2.1 the audited financial statements of each Obligor (other than Gruyere Holdings, GF Holdings, GF Ghana and GFOH unless there is a legal requirement to audit its financial statements and any other Obligor which is not legally required to audit its financial statements) for that Financial Year; and

17.1.2.2 if the audited financial statements of Gruyere Holdings, GF Holdings, GF Ghana and/or GFOH and/or any other Obligor which is not legally required to audit its financial statements (as the case may be) are not delivered under 17.1.2.1 above, the unaudited financial statements of Gruyere Holdings, GF Holdings, GF Ghana and/or GFOH and/or any other Obligor which is not legally required to audit its financial statements (as the case may be) for that Financial Year;

17.1.3 as soon as the same become available, but in any event within 60 (sixty) days after the first 6 (six) Months of each of its Financial Years:

17.1.3.1 the unaudited financial statements of each Obligor for the first 6 (six) Month period of that Financial Year; and

17.1.3.2 the unaudited consolidated financial statements of the Parent for the first 6 (six) Month period of that Financial Year.

17.2 Compliance Certificate

17.2.1 The Parent shall supply to the Facility Agent, with each set of consolidated financial statements delivered pursuant to clause 17.1.1 and 17.1.3 of clause 17.1 (Financial Statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with clause 18 (Financial Covenants) as at the date as at which those financial statements were drawn up.

17.2.2 Each Compliance Certificate shall be signed by 2 (two) directors of the Parent and, if required to be delivered with the audited consolidated financial statements delivered pursuant to clause 17.1.2.1 of clause 17.1 (Financial statements), by the Auditors.

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17.3 Requirements as to Financial Statements

17.3.1 Each set of financial statements delivered pursuant to clause 17.1 (Financial Statements) shall be certified by a director of the Obligor as fairly representing its financial condition as at the date as at which those financial statements were drawn up.

17.3.2 Each Obligor shall procure that each set of financial statements delivered pursuant to clause 17.1 (Financial Statements) is prepared in accordance with GAAP, the requirements of its jurisdiction of incorporation and accounting practises and financial reference periods consistent with those applied in the preparation of the Original Financial Statements.

17.3.3 clause 17.3.2 shall not apply to the extent that, in relation to any sets of financial statements, the Obligor notifies the Facility Agent that there has been a change in GAAP or the accounting practices or reference periods and its Auditors (in the case of its annual audited financial statements) or the Parent (in the case of any of its other financial statements) delivers to the Facility Agent:

17.3.3.1 a description of any change necessary for those financial statements to reflect GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

17.3.3.2 sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause 18 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

17.3.4 If an Obligor notifies the Facility Agent of a change in accordance with clause 17.3.3 above, then an Obligor and the Facility Agent shall enter into negotiations in good faith with a view to agreeing:

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17.3.4.1 whether or not the change might result in material alteration in the commercial effect of any of the terms of this Agreement or any other Finance Document; and

17.3.4.2 if so, any amendments to this Agreement or any other Finance Document which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms,

and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

17.3.5 Any reference in this Agreement to “financial statements” shall be construed as a reference to those financial statements as the same may be adjusted under this clause 17.3 to reflect the basis upon which the Original Financial Statements were prepared.

17.4 Access to Records

At any time after the occurrence of a Default and for so long as it is continuing, upon the request of the Facility Agent, each Obligor shall (at that Obligor’s expense) provide to that person or any of its representatives and professional advisors such access to that Obligor’s records (including its general ledger), books and assets as that person may require at reasonable times and upon reasonable notice.

17.5 Information: Miscellaneous

Each Obligor shall supply to the Facility Agent (in sufficient copies for all Finance Parties, if the Facility Agent so requests under clause 17.7 (Delivery of Information)):

17.5.1 all documents dispatched by that Obligor to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

17.5.2 the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Group Company

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which, if adversely determined against it, would be reasonably likely to result in a Material Adverse Effect; and

17.5.3 such further information (including an extract of its general ledger) regarding the financial condition, business and operations of any Group Company as any Finance Party (through the Facility Agent) may reasonably request.

17.6 Notification of Default

17.6.1 Each Obligor shall notify in writing the Facility Agent of any Default and the steps, if any, being taken to remedy it promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor). This obligation extends (without limitation) to any facts or circumstances:

17.6.1.1 Which are reasonably likely to result in the commencement of business rescue proceedings, whether commenced by the board of directors of each Obligor, by an affected person or at the instance of the court pursuant to a court order commencing business rescue proceedings;

17.6.1.2 Related to the receipt by it of any application from an affected person in terms of section 131 of the Companies Act, a copy of which application and all related documentation shall be promptly delivered by the Obligor to the Facility Agent; and

17.6.1.3 Related to the convening of a meeting of the board of directors of the Obligor to consider a resolution by such board to commence business rescue proceedings, a copy of which resolution shall promptly be delivered by the Obligor to the Facility Agent.

17.6.2 Each Obligor undertakes to deliver to the Facility Agent, written notice, no later than 5 (five) Business Days prior to the date upon which a board meeting to approve a resolution contemplated under section 129 of the Companies Act is to be held, together with the details of the date and

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place at which the meeting will be held so as to enable the Facility Agent in its discretion to attend such meeting. The Obligors further agree that the Facility Agent shall be entitled in its discretion to attend the meeting and should it do so then the Facility Agent shall, subject to applicable laws, have the right to be consulted in respect of the appointment of an appropriate business rescue practitioner.

17.6.3 Promptly upon a request by the Facility Agent, each Borrower shall supply to the Facility Agent a certificate signed by 2 (two) directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing specifying the Default and the steps, if any, being taken to remedy it).

17.7 Delivery of Information

17.7.1 Without prejudice to clause 26 (Notices and Domicilia), any documents to be delivered under this clause 17 (Delivery of Information) may be delivered by the Obligors to the Facility Agent (and by the Facility Agent to the Lenders):

17.7.1.1 by e-mail where the Majority Lenders have expressly agreed, by written notice to the Facility Agent, to receive such documents by e-mail and has informed the Facility Agent of an e-mail address pursuant to clause 26 (Notices and Domicilia), provided that, for this purpose, any such notification shall also be followed-up by telefax; or

17.7.1.2 to the extent that it becomes common practise in South Africa to do so and the Facility Agent has agreed to do so and (as applicable) a Finance Party has expressly agreed, by written notice to the Facility Agent (such agreement not to be unreasonably withheld or delayed), by reference to a website, the address of which (and the location of the relevant documents at such website) has been confirmed to such Party in accordance with clause 26 (Notices and Domicilia).

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17.7.2 If a Finance Party requests delivery to it of a paper copy of any document to be delivered by an Obligor under this clause 17 (Information Undertakings) in place of an electronic copy of such document, it shall notify the Facility Agent accordingly. The Facility Agent shall request an Obligor in writing to provide such paper copies promptly upon receipt of any such notice and such Obligor shall be obliged promptly to do so.

17.8 Know your customer requirements

17.8.1 If any Finance Party (or any prospective New Lender) is obliged to comply with know your customer or similar identification procedures under the Financial Intelligence Centre Act, 2001 or any similar legislation in circumstances where the necessary information is not already available to it, each Obligor must promptly, on the request of that Finance Party, supply to the Finance Party any documentation or other evidence which that Finance Party reasonably requests (whether for itself or on behalf of a prospective new Lender) to enable that Finance Party or prospective New Lender to carry out all such procedures.

17.8.2 The Parent shall, by not less than 10 (ten) Business Days’ prior written notice to the Facility Agent, notify the Facility Agent (which shall promptly notify the Lenders) of its intention to request that one of the subsidiaries becomes an Obligor pursuant to clause 22 (Changes to the Obligors) either as an Additional Borrower or Additional Guarantor.

17.8.3 Following the giving of any notice pursuant to clause 17.8.2 above, if the accession of any Additional Obligor requires any Finance Party to carry out know your customer procedures in circumstances where the required information is not already available to it, the Parent must promptly, on request by that Finance Party, supply to the Finance Party any documentation or other evidence which that Finance Party reasonably requires in order to carry out all applicable know your customer procedures.

17.8.4 Each Lender must promptly on the request of the Facility Agent supply

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to the Facility Agent any documentation or other evidence which is reasonably required by the Facility Agent to carry out and be satisfied with the results of all know your customer requirements.

18. FINANCIAL COVENANTS

18.1 Financial Condition

The Parent shall ensure that for so long as any amount is outstanding under a Finance Document or any Commitment is in force:

18.1.1 the ratio of Consolidated EBITDA to Consolidated Net Finance Charges in respect of any Measurement Period shall be or shall exceed 5:1;

18.1.2 the ratio of Consolidated Net Borrowings to Consolidated EBITDA shall not in respect of any Measurement Period exceed 2.5:1.

18.2 Financial Testing

The Financial Covenants shall be tested by reference to each of the financial statements and/or each Compliance Certificate delivered pursuant to clause 17.2 (Compliance Certificate).

18.3 Breach of a Financial Condition Undertaking

Immediately upon becoming aware of a breach of any of the Financial Covenants, each Obligor shall notify the Facility Agent (and provide such details about the breach as the Facility Agent may request) (unless that Obligor is aware that a notification has already been provided by another Obligor).

19. GENERAL UNDERTAKINGS

The undertakings in this clause 19 (General Undertakings) are given in favour of each Finance Party and remain in force from the Signature Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

19.1 Authorisation

Each Obligor shall promptly:

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19.1.1 obtain, comply with and do all that is necessary to maintain in full force and effect; and

19.1.2 upon written request by the Facility Agent or a Finance Party supply certified copies to the Facility Agent of,

any authorisation required or desirable under any applicable law to enable it to perform its obligations under the Finance Documents to which it is a Party and to ensure the legality, validity, enforceability or admissibility in evidence of any Finance Documents.

19.2 Compliance with Laws

Each Obligor shall comply in all respects with all laws and regulations (including, but not limited to, Environmental Law) to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents to which it is a party.

19.3 Negative Pledge

19.3.1 No Obligor shall (and the Parent shall procure that no other Material Group Company will) create or permit to subsist any Encumbrance over any of its assets.

19.3.2 No Obligor shall (and the Parent shall procure that no other Material Group Company will):

19.3.2.1 sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by it or by an Obligor or any other member of the Group;

19.3.2.2 sell, transfer, cede or otherwise dispose of any of its receivables on recourse terms;

19.3.2.3 enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

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19.3.2.4 enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising any form of Financial Indebtedness or of financing the acquisition of an asset.

19.3.3 Clauses 19.3.1 and 19.3.2 above do not apply to Permitted Encumbrances.

19.4 Financial Indebtedness

The Parent shall not (and the Parent shall procure that no member of the Group (other than a Guarantor or a Project Finance Subsidiary) shall) incur, create or permit to subsist or have outstanding any Financial Indebtedness or enter into any agreement or arrangement whereby it is entitled to incur, create or permit to subsist any Financial Indebtedness other than Permitted Indebtedness.

19.5 Disposals and Mergers

19.5.1 No Obligor shall (and the Parent shall ensure that no other Material Group Company will):

19.5.1.1 enter into a single transaction or a series of transactions (whether related or not) and whether voluntarily or involuntarily to sell, lease, transfer or otherwise dispose of any assets; or

19.5.1.2 enter into any amalgamation, demerger, merger or corporate reconstruction.

19.5.2 Clause 19.5.1 above does not apply to:

19.5.2.1 Permitted Disposals; or

19.5.2.2 any amalgamation, demerger, merger or corporate reconstruction of any member of the Group, without insolvency, if:

19.5.2.2.1 in respect of the Obligors or the successors-in-title or

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assignees of the Obligors, the Finance Documents are preserved as binding upon the amalgamated, demerged, merged and/or reconstructed members of the Group; and

19.5.2.2.2 the amalgamated, demerged, merged and/or reconstructed companies will be members of the Group; and

19.5.2.2.3 such amalgamation, demerger, merger and/or corporate reconstruction will not have a Material Adverse Effect.

19.6 Pari Passu Ranking

Each Obligor shall ensure that at all times the claims of the Finance Parties against it under the Finance Documents rank at least pari passu with claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally in its jurisdiction of incorporation.

19.7 Change of Business

Each Obligor shall procure that no substantial change is made to the general nature of its business or the business of the Group taken as a whole from that carried on as at the Signature Date.

19.8 Insurance

Each Obligor shall (and the Parent shall ensure that each Material Group Company will) maintain insurances on and in relation to its business and assets with reputable underwriters or insurance companies against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.

19.9 Environmental Compliance

19.9.1 Each Obligor shall (and the Parent shall ensure that each Material Group Company will) comply in all material respects with all Environmental Laws and obtain and maintain any Environmental Permits, take all reasonable steps in anticipation of known or expected future changes to

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or obligations under the same, and implement procedures to monitor compliance with and to prevent liability under any Environmental Law, to the extent required by applicable law.

19.9.2 Each Obligor hereby indemnifies each Finance Party (together the “Indemnified Parties”) against, and agrees to pay to, it within 3 Business Days of demand, the amount of, any loss or liability suffered or incurred by that Indemnified Party (except to the extent caused by such Indemnified Party’s own negligence or wilful default) which:

19.9.2.1 arises by virtue of any actual breach of any Environmental Law by any member of the Group; or

19.9.2.2 arises in connection with an Environmental Claim, which relates to the Group, any assets of the Group or the operation of all or part of the business of the Group (or, in each case, any member of the Group);

and which would not have arisen if the Finance Documents or any of them had not been executed by that Finance Party.

19.10 Environmental Claims

Each Obligor shall inform the Facility Agent, in writing as soon as reasonably practical upon becoming aware of the same:

19.10.1 if any Environmental Claim (not of a frivolous or vexatious nature) has been commenced or (to the best of its knowledge and belief, having made due enquiry) threatened against any Material Group Company; or

19.10.2 of any facts or circumstances which will or are reasonably likely to result in any Environmental Claim (not of a frivolous or vexatious nature) being commenced or threatened against any Material Group Company,

where the claim would be reasonably likely, if determined against that Material Group Company, to have a Material Adverse Effect.

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19.11 Sanctions

The Parent shall not (and shall procure that no Subsidiary will):

19.11.1 knowingly use, contribute or otherwise make available the proceeds of any Facility for the purpose of financing or making funds available directly; or

19.11.2 use, contribute or otherwise make available the proceeds of any Facility for the purpose of financing or making funds available indirectly,

to any person which is the subject or target of any Sanctions or located in a Sanctioned Country, to the extent such financing or provision of funds is prohibited by Sanctions.

19.12 Taxation

Each Obligor shall (and the Parent shall ensure that each other Material Group Company will) duly and punctually pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring material penalties, except to the extent:

19.12.1 that such payment is being contested in good faith;

19.12.2 adequate reserves are being maintained for those Taxes; and

19.12.3 where such payment can be lawfully withheld.

19.13 Maintenance of Legal Status

Each Material Group Company shall do all such things as are necessary to maintain its existence as a legal person and shall maintain its books and records in good order and make all necessary corporate filings with the relevant authorities in its jurisdiction of incorporation.

19.14 Maintenance of Assets

Each Obligor shall (and the Parent shall ensure that each other Material Group Company shall) ensure that it has good title to or validly leases or licences all

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of the assets necessary and has all consents and/or authorisations necessary to carry on its business as conducted to the extent that failure to comply with this clause 19.14 could reasonably be expected to have a Material Adverse Effect.

19.15 Acquisitions

No Obligor shall (and the Parent shall ensure that no Material Group Company will), without the prior consent of the Lenders, enter into any transaction, acquire any company, business, assets or undertaking where such a transaction or acquisition is classed as a “Category 1” transaction under the JSE Listings Requirements. For the purpose of this clause 19.15 only, references to a transaction shall be construed as not including any acquisition of the Parent by a third party.

19.16 Anti-corruption

19.16.1 No Obligor shall (and the Parent shall ensure that no Material Group Company will) directly or indirectly use the proceeds of the Facilities for any purpose which would breach any Applicable Anti-Corruption Laws.

19.16.2 The Parent shall (and shall ensure that each of its Material Group Companies will) maintain and enforce, policies and procedures designed to promote and ensure compliance with all Applicable Anti-Corruption Laws.

19.17 Ownership of Material Group Companies

Subject to applicable law, the Parent shall ensure that:

19.17.1 each existing Material Group Company on the date of this Agreement (other than the Cerro Corona Subsidiary, Newshelf, GFO, GFIJVH and the Ghanaian Companies) is and continues to be a wholly-owned Subsidiary of the Parent and each member of the Group which becomes a Material Group Company after the date of this Agreement is a wholly or partially owned Subsidiary of the Parent and that members of the Group will hold and continue to hold at least the same percentage of the issued share capital of such Material Group Company as was held by

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members of the Group at the time such Subsidiary became a Material Group Company;

19.17.2 the Parent holds and continues to hold at least 74% (seventy-four percent) of the issued share capital of Newshelf;

19.17.3 Newshelf holds and continues to hold at least 74% (seventy-four percent) of the issued share capital of each of GFO and GFIJVH;

19.17.4 the Parent indirectly holds and continues to indirectly hold at least 90% (ninety percent) of the issued share capital of each Ghanaian Company; and

19.17.5 the Parent indirectly holds and continues to indirectly hold at least 99% (ninety-nine percent) of the common shares in the share capital of the Cerro Corona Subsidiary (which equates to 98,5% (ninety eight comma five percent) of the issued and outstanding shares in the share capital of the Cerro Corona Subsidiary).

20. DEFAULT

20.1 Events of Default

Each of the events set out in this clause 20 (Default) is an Event of Default (whether or not caused by any reason whatsoever outside the control of the Borrowers, any other Obligor or any other person).

20.1.1 Non-Payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless payment is made within 5 (five) Business Days of its due date.

20.1.2 Financial Covenants

Any requirement of clause 18 (Financial Covenants) is not satisfied.

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20.1.3 Other Obligations under Finance Documents

20.1.3.1 Subject to clause 20.3 (Remedy), an Obligor does not comply with any provision of the Finance Documents (other than those referred to in clause 20.1.1 (Non-Payment) and clause 20.1.2 (Financial Covenants).

20.1.3.2 No Event of Default will occur under clause 20.1.3.1 if the Taxes not duly and punctually paid and discharged and in respect of which the undertaking contained in clause 19.11 (Taxation) is given do not exceed an amount of US$30 000 000 (Thirty Million United States Dollars).

20.1.4 Misrepresentation

20.1.4.1 Subject to clause 20.3 (Remedy), any representation or statement made or in the case of clause 16.2.1 (Repetition), deemed to be made by any Obligor or in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Documents is or is proved to have been incorrect or misleading in any material and adverse respect when made or in the case of clause 16.2.1 (Repetition), deemed to be made.

20.1.4.2 No Event of Default will occur under clause 20.1.4.1 if the Taxes in respect of which the representation contained in clause 19.11 (Taxation) was made does not exceed an amount of US$30 000 000 (Thirty Million United States Dollars).

20.1.5 Cross-Default

20.1.5.1 Any Financial Indebtedness of a Material Group Company is not paid when due, nor where there is an applicable grace period, within the earlier to expire of the originally applicable grace period and a period of 5 (five) days starting at the same time as the originally applicable grace period.

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20.1.5.2 Any Financial Indebtedness of a Material Group Company is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

20.1.5.3 Any commitment for any Financial Indebtedness of a Material Group Company is cancelled or suspended by a creditor of a Material Group Company as a result of an event of default (however described).

20.1.5.4 Any creditor of a Material Group Company becomes entitled to declare any Financial Indebtedness of a Material Group Company due and payable prior to its specified maturity as a result of an event of default (however described).

20.1.5.5 No Event of Default will occur under this clause 20.1.5 (Cross Default) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness, falling within clauses 20.1.5.1 to 20.1.5.4 is less than US$30 000 000 (Thirty Million United States Dollars).

20.1.6 Insolvency

20.1.6.1 Any Material Group Company is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its classes of creditors with a view to rescheduling any of its Financial Indebtedness which in the case of a Material Group Company (other than an Obligor) could reasonably be expected to have a Material Adverse Effect.

20.1.6.2 The value of the assets of any Material Group Company, fairly valued, is less than its liabilities (taking into account contingent and prospective liabilities) which in the case of a Material Group Company (other than an Obligor) could reasonably be expected to have a Material Adverse Effect.

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20.1.6.3 A moratorium is declared or takes effect in respect of any Financial Indebtedness of any Material Group Company.

20.1.6.4 Any Material Group Company is financially distressed, which in the case of a Material Group Company (other than an Obligor) could reasonably be expected to have a Material Adverse Effect, and the board of that Material Group Company has not timeously delivered the written notice required in terms of section 129(7) of the Companies Act.

20.1.7 Insolvency Proceedings

20.1.7.1 Any corporate action, legal proceedings or other similar procedure or steps taken in relation to:

20.1.7.1.1 the suspension of payments or commencement of business rescue proceedings (whether by any member of the Group or by any other person under section 129 of the Companies Act or pursuant to an application by an “affected person” under section 131 of the Companies Act or by the court during any other proceedings in respect of any member of the Group), a moratorium of any Financial Indebtedness, winding-up, dissolution, administration or re-organisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Material Group Company;

20.1.7.1.2 a composition, compromise or arrangement with any creditor or class of creditors of any Material Group Company;

20.1.7.1.3 the appointment of a liquidator, business rescue practitioner, receiver, administrator, administrative receiver, judicial manager, compulsory manager or other similar officer in respect of any Material Group Company or any of its assets; or

20.1.7.1.4 enforcement of any Encumbrance over any assets of any Material Group Company,

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or any analogous procedure or step is taken in any jurisdiction and any such procedure or proceedings are not contested in good faith nor discharged within 30 (thirty) days (or such shorter period provided for contesting such procedure or proceedings under the laws of the relevant jurisdiction), which in the case of a Material Group Company (other than an Obligor) could reasonably be expected to have a Material Adverse Effect.

20.1.7.2 A meeting is proposed or convened by the directors of any Material Group Company, a resolution is proposed or passed, application is made or an order is applied for or granted, to authorise the entry into or implementation of any business rescue proceedings (or any similar proceedings) in respect of any Material Group Company or any analogous procedure or step is taken in any jurisdiction, which in the case of a Material Group Company (other than an Obligor) could reasonably be expected to have a Material Adverse Effect.

20.1.8 Failure to comply with Final Judgement

Any Material Group Company fails within 5 (five) Business Days of the due date to comply with or pay any sum due from it under any material final judgement or any final order made or given by any court of competent jurisdiction. For the purposes of this clause 20.1.8 (Failure to comply with Final Judgement), a “material final judgement” shall be any judgement for the payment of a sum of money in excess of US$30 000 000 (Thirty Million United States Dollars).

20.1.9 Creditors’ Process

Any expropriation (other than an expropriation where fair compensation is received) or the operation of the attachment, sequestration, distress or execution affects any material asset of a Material Group Company and is not discharged within 21 (twenty-one) days. For the purposes of this clause 20.1.9 (Creditor’s Process) a “material asset” is any single

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income producing asset of the relevant Material Group Company which contributes not less than 5% (five percent) towards the Consolidated EBITDA or gross assets of the Group (calculated according to the most recent set of audited consolidated financial statements delivered pursuant to clause 17.1 (Financial Statements)), provided that any loss of mineral rights arising as a result of the operation of the Mineral and Petroleum Resources Development Act, No. 28 of 2002 (the “MPRDA”) (including the broad-based socio-economic empowerment charter (the “Mining Charter”), the revised Mining Charter, the Code of Good Practice for the Minerals Industry and the Housing and Living Condition Standard for the Mining Industry published in accordance with the MPRDA), substantially in its current form as at the Signature Date and/or the operation of the Mineral and Petroleum Resources Royalty Act, No. 28 of 2008, substantially in its current form as at the Signature Date, shall not constitute an expropriation for the purposes of this clause 20.1.9 (Creditor’s Process).

20.1.10 Unlawfulness

It is or becomes unlawful for an Obligor to perform any of its obligations under the Financial Documents or such obligations cease to be legal, valid, binding or enforceable obligations.

20.1.11 Repudiation

An Obligor repudiates a Finance Document or any Finance Document is declared to be or is otherwise unenforceable against an Obligor by a court of the jurisdiction of incorporation of the relevant Obligor.

20.1.12 Governmental Intervention

By or under the authority of any government:

20.1.12.1 the management of any Material Group Company is wholly or partially displaced or the authority of any Material Group Company in the conduct of its business is wholly or partially curtailed; or

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20.1.12.2 all or a majority of the issued shares of any Material Group Company or material part of its revenues or assets is seized, nationalised, expropriated or compulsorily acquired. For the purposes of this clause 20.1.12 (Governmental Intervention) “material part of its revenues or assets” shall in relation to the relevant Material Group Company be construed as revenues comprising not less than 5% (five percent) of the Consolidated EBITDA or gross assets of the Group calculated mutatis mutandis in accordance with the provisions of clause 20.1.9 (Creditor’s Process) or assets which contribute not less than 5% (five percent) towards the Consolidated EBITDA or gross assets of the Group calculated mutatis mutandis accordance with the provisions of clause 20.1.9 (Creditor’s Process), provided that neither the implementation of the MPRDA (including the Mining Charter, the revised Mining Charter, the Code of Good Practice for the Minerals Industry and the Housing and Living Condition Standard for the Mining Industry published in accordance with the MPRDA) substantially in its current form as at the Signature Date nor the implementation of the Mineral and Petroleum Resources Royalty Act, No. 28 of 2008, substantially in its current form as at the Signature Date, shall constitute a seizure, nationalisation, expropriation or compulsory acquisition as contemplated by this clause 20.1.12 (Governmental Intervention).

20.1.13 Material Adverse Effect

Any change occurs in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Obligors or the Group taken as a whole since 31 December 2016, which has resulted in or could reasonably be expected to have a Material Adverse Effect.

20.1.14 Cessation of Business

Any Material Group Company ceases to carry on the business which it undertakes at the Signature Date.

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20.2 Acceleration

20.2.1 If any Event of Default occurs which is continuing, the Facility Agent shall be entitled (acting on the instructions of the Majority Lenders) and without prejudice to any other rights or remedies which the Finance Parties may have under any of the Financial Documents by notice to the Borrowers and the Parent to:

20.2.1.1 cancel the Total Commitments whereupon they shall immediately be cancelled;

20.2.1.2 declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

20.2.1.3 declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent on the instructions of the Majority Lenders.

20.3 Remedy

20.3.1 No Event of Default under this clause 20.1 (Events of Default) (other than those referred to in clause 20.1.1 (Non-payment) and 20.1.2 (Financial covenants)) will occur if the failure to comply or circumstance giving rise to the same is capable of remedy and is remedied by an Obligor within 10 (ten) days of the earlier of the Facility Agent giving notice to the Obligors or any Obligor becoming aware of the failure to comply.

20.3.2 For the purposes of clause 20.3.1, the events or circumstances referred to in clause 20.1.5 (Cross-default), clause 20.1.6 (Insolvency), clause 20.1.7 (Insolvency Proceedings), clause 20.1.8 (Failure to comply with final judgment), clause 20.1.9 (Creditors’ process), clause 20.1.10 (Unlawfulness), clause 20.1.11 (Repudiation), clause 20.1.12 (Governmental Intervention), clause 20.1.13 (Material Adverse Effect) and clause 20.1.14 (Cessation of Business) shall be deemed to be

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incapable of remedy save to the extent set out therein unless the Facility Agent determines otherwise.

21. CHANGE OF PARTY

21.1 Cession and Delegation by the Lenders

21.1.1 Subject to this clause, any Lender (the “Existing Lender”) may:

21.1.1.1 cede any of its rights; or

21.1.1.2 delegate any of its obligations,

under this Agreement and any corresponding rights or obligations under any other Finance Document to another bank or financial institution, any one of whom shall be a new lender (the “New Lender”).

21.2 Consent of Parent to Cession and Delegation by the Lenders

21.2.1 The consent of the Parent is required for any cession or delegation by an Existing Lender, unless the cession or delegation is to (a) a Permitted Transferee, (b) another Lender, or (c) an affiliate of a Lender.

21.2.2 The consent of the Parent to a cession or delegation must not be unreasonably withheld or delayed. The Parent will be deemed to have given its consent 5 (five) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Parent within that time.

21.2.3 Notwithstanding clause 21.2.1, the Parent (acting reasonably) shall at any time (other than during the 15 (fifteen) Business Day notice period referred to in clause 21.6 (Notification)) be entitled to deliver a written notice to the Facility Agent specifying that it wishes to remove a Permitted Transferee from the list set out in Schedule 8 (Permitted Transferees). Such written notice shall set out reasonable grounds for the Parent’s request to remove such Permitted Transferee from the list set out in Schedule 8 (Permitted Transferees). If the Facility Agent is satisfied

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(acting on the instructions of the Lenders) that the Parent has reasonable grounds for such removal, the Facility Agent shall notify the Parent in writing accordingly and such Permitted Transferee shall thereupon cease to be a Permitted Transferee; provided that, to the extent that such Permitted Transferee is already a Lender as at the date of such removal, such removal shall not obligate any Finance Party to acquire or re-acquire such Permitted Transferee’s participation in any Loans.

21.3 New Lender to become Bound

In the event an Existing Lender cedes any of its rights or delegates any of its obligations as contemplated under clause 21.1 (Cession and Delegation by the Lender), the Existing Lender shall procure that the New Lender agrees to become bound by all the terms and conditions of this Agreement and the other Finance Documents to which the Existing Lender is a party as a party thereto.

21.4 Limitation of responsibility of Existing Lenders

21.4.1 Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

21.4.1.1 the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

21.4.1.2 the financial condition of any Obligor;

21.4.1.3 the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or

21.4.1.4 the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

21.4.2 Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

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21.4.2.1 has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

21.4.2.2 will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

21.4.3 Nothing in any Finance Document obliges an Existing Lender to:

21.4.3.1 accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 21.4 (Limitation of Responsibility of Existing Lenders); or

21.4.3.2 support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

21.5 Disclosure of Information

A Lender may disclose to any of its affiliates and/or any other person:

21.5.1 to (or through) whom that the Lender cedes, assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under the Finance Documents;

21.5.2 with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, the Finance Documents or any Obligor; or

21.5.3 to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation,

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any information about an Obligor, the Group and the Finance Documents as that Lender shall consider appropriate if, in relation to clauses 21.5.1 and 21.5.2 above, the person to whom the information is to be given has agreed to maintain such information as confidential information and has executed a Confidentiality Undertaking.

21.6 Notification

A Lender proposing to effect any cession, assignment or transfer occurring pursuant to this clause 21 (Change of Party) shall give the Parent and each other Finance Party 15 (fifteen) Business Days’ prior written notice of any such proposed cession, assignment or transfer.

21.7 Additional Parties

Each of the Lenders appoints the Facility Agent to receive on its behalf each Accession Undertaking delivered to the Facility Agent and to accept and sign it if, in the Facility Agent’s opinion, it is complete and appears on its face to be authentic and duly executed by the relevant acceding party and until accepted and signed by the Facility Agent that document shall not be effective.

22. CHANGES TO THE OBLIGORS

22.1 Assignment and transfer by Obligors

No Obligor may cede any of its rights or delegate any of its obligations under the Finance Documents without the prior written consent of the Facility Agent.

22.2 Additional Borrowers

22.2.1 The Parent may request that any of its subsidiaries become an Additional Borrower. That Subsidiary shall become an Additional Borrower (and consequently an Additional Guarantor) if:

22.2.1.1 either:

22.2.1.1.1 that Subsidiary is a wholly-owned Subsidiary incorporated in the same jurisdiction as an existing Borrower; or

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22.2.1.1.2 all the Lenders, acting reasonably, approve the addition of that Subsidiary;

22.2.1.2 the Parent delivers to the Facility Agent a duly completed and executed Accession Undertaking;

22.2.1.3 the Parent confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and

22.2.1.4 the Facility Agent has received all of the documents and other evidence listed in paragraphs 1, 3, 4, 6 and 7 of Schedule 2 (Financial Close Documents) mutatis mutandis in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent.

22.2.2 The Facility Agent shall notify the Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in paragraphs 1, 3, 4, 6 and 7 of Schedule 2 (Financial Close Documents) mutatis mutandis in relation to that Additional Borrower.

22.3 Resignation of an Additional Borrower

22.3.1 The Parent may request that a Borrower (other than the Original Borrowers) ceases to be a Borrower by delivering to the Facility Agent a Resignation Letter.

22.3.2 The Facility Agent shall accept a Resignation Letter and notify the Parent and the Lenders of its acceptance if:

22.3.2.1 no Default is continuing or would result from the acceptance of the Resignation Letter (and the Parent has confirmed to the Facility Agent that this is the case); and

22.3.2.2 the Borrower is under no actual or contingent obligations as a Borrower under any Finance Documents,

whereupon that company shall cease to be a Borrower and shall have no further rights or obligations under the Finance Documents.

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22.4 Additional Guarantors

22.4.1 The Parent may request that any of its Subsidiaries become an Additional Guarantor. That Subsidiary shall become an Additional Guarantor if;

22.4.1.1 the Parent delivers to the Facility Agent a duly completed and executed Accession Undertaking; and

22.4.1.2 the Facility Agent has received all of the documents and other evidence listed in paragraphs 1, 3, 4, 6 and 7 of Schedule 2 (Financial Close Documents) mutatis mutandis in relation to that Additional Guarantor, each in form and substance satisfactory to the Facility Agent.

22.4.2 The Facility Agent shall notify the Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in paragraphs 1, 3, 4, 6 and 7 of Schedule 2 (Financial Close Documents) mutatis mutandis in relation to that Additional Guarantor.

22.5 Repetition of Representations

Delivery of an Accession Undertaking constitutes confirmation by the relevant Subsidiary that the representations in clause 16 (Representations and Warranties) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

22.6 Resignation of an Additional Guarantor

22.6.1 The Parent may request that a Guarantor (other than an Original Guarantor) ceases to be a Guarantor by delivering to the Facility Agent a Resignation Letter.

22.6.2 The Facility Agent shall accept a Resignation Letter and notify the Parent and the Lenders of its acceptance if no Default is continuing or would result from the acceptance of the Resignation Letter and the Parent has confirmed to the Facility Agent that this is the case.

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23. PAYMENT MECHANICS

23.1 All payments to be made by the Obligors under any of the Finance Documents shall be governed by the following provisions:

23.1.1 all payments shall be made to the Facility Agent on the due date for such payment into the bank account nominated by the Facility Agent;

23.1.2 all payments shall be made for value by no later than 15h00 on the due date for such payment; and

23.1.3 all payments shall be made in immediately available, freely transferable, cleared funds free and clear of set-off, deduction or counterclaim.

23.2 Partial payments

23.2.1 If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

23.2.1.1 first, in or towards payment pro rata of any due but unpaid fees, costs and expenses of the Facility Agent under the Finance Documents;

23.2.1.2 secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under the Finance Documents;

23.2.1.3 thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

23.2.1.4 fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

23.2.2 The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in clauses 23.2.1.2 to 23.2.1.4.

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23.2.3 Clauses 23.2.1 and 23.2.2 will override any appropriation made by an Obligor.

24. CONFIDENTIALITY

24.1 Without the prior written consent of the other Parties, each Party will keep confidential and will not disclose to any person:

24.1.1 the details of any document, the details of the negotiations leading to any document, and the information handed over to such Party during the course of negotiations, as well as the details of all the transactions or agreements contemplated in any document; and

24.1.2 all information relating to the business or the operations and affairs of the Parties (together “Confidential Information”).

24.2 The Parties agree to keep all Confidential Information confidential and to disclose it only to their officers, directors, employees, consultants, shareholders, professional advisers, auditors, any other divisions or affiliates of the Party and any person to whom the Lenders wish to cede any or their respective rights or delegate any of their respective obligations under any of the Finance Documents who:

24.2.1 have a need to know (and then only to the extent that each such person has a need to know);

24.2.2 are aware that the Confidential Information should be kept confidential;

24.2.3 are aware of the disclosing Party’s undertaking in relation to such information in terms of this Agreement; and

24.2.4 have been directed by the disclosing Party to keep the Confidential Information confidential and have undertaken to keep the Confidential Information confidential. Furthermore, if either Party so requires, the other Party shall procure that each of its employees to whom such disclosure is made, provides a written undertaking of confidentiality to the requesting Party, on terms which meet with that Party’s reasonable satisfaction.

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24.3 The obligations of the Parties in relation to the maintenance and non-disclosure of Confidential Information in terms of this Agreement do not extend to information that:

24.3.1 is disclosed to the receiving Party in terms of the Finance Documents but at the time of such disclosure such information is known to be in the lawful possession or control of that Party and not subject to an obligation of confidentiality; or

24.3.2 is or lawfully becomes public knowledge, otherwise than pursuant to a breach of this Agreement by the Party who received such Confidential Information; or

24.3.3 is required by the provisions of any law, statute or regulation or during any court proceedings, or by the rules or regulations of any recognised stock exchange or other regulatory authority (including the United States Securities and Exchange Commission) to be disclosed; or

24.3.4 is exchanged amongst the Lender and the Facility Agent for the purposes of or in connection with the instruction of the Facility Agent or for the purposes of exercising or enforcing any of their rights and/or in performing any of their obligations under this Agreement or any other Finance Document.

24.4 Each of the Finance Parties acknowledges that some or all of the Confidential Information of the Group is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any such Confidential Information for any unlawful purpose.

25. SET-OFF

25.1 A Finance Party may set-off any due and payable obligation owed by an Obligor under the Finance Documents to that Finance Party against any

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obligation owed by that Finance Party to that Obligor. Each Finance Party shall notify the relevant Obligor (giving full details) promptly after the exercise or purported exercise of any right under this clause 25;

25.2 Without derogating from any right or entitlement of the Finance Party, upon the commencement of business rescue proceedings, or the taking of any steps contemplated under the Companies Act in anticipation of business rescue proceedings, all amounts due and payable by the Obligor to the Finance Party, will at the option of the Finance Party (and without prior notice to the Obligor being required), be reduced by set-off against any other amounts (“Other Amounts”) due and payable by the Finance Party to the Obligor (whether or not arising under this Agreement). To the extent that any Other Amounts are so set-off, those Other Amounts will be discharged promptly in all respects. The Finance Party shall give notice to the Obligors of any set-off effected under this clause. Nothing in this clause will be effective to create a security interest. This clause will be without prejudice and in addition to any other right of set-off, offset, combination of accounts, lien, right of retention or withholding or similar right or requirement to which any party is at any time otherwise entitled or subject (whether by operation of law, contract or otherwise)

26. NOTICES AND DOMICILIA

26.1 Notices

26.1.1 Each Party chooses the addresses set out opposite its name below as its addresses to which any written notice in connection with the Finance Documents may be addressed.

26.1.1.1 SBSA:

30 Baker Street

Rosebank

Johannesburg

2196

Attention: Head Mining, Energy and Infrastructure Division

E-mail:

Raymond.Waldeck@standardbank.co.za;

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Anthony.Ndegwa@standardbank.co.za; and

Venorthy.Naidoo@standardbank.co.za

26.1.1.2 Facility Agent:

30 Baker Street

3rd Floor, East Wing

Rosebank

Johannesburg

2196

Telefax No: +27 (0)865 876 769

Attention: Head Transaction Management Unit

–Mining, Energy and Infrastructure (Agency)

E-mail: MEITMU@standardbank.co.za

26.1.1.1 Obligors:

150 Helen Road

SANDTON

2196

Telefax No: +2786 720 2704

Attention: Executive Vice President: Group

General Counsel

E-mail: Taryn.Harmse@goldfields.com

26.1.2 Any notice or communication required or permitted to be given in terms of the Finance Documents shall be valid and effective only if in writing but it shall be competent to give notice by telefax transmitted to its telefax number set out opposite its name above.

26.1.3 Any Party may by written notice to the other Parties change its chosen physical addresses and/or telefax number for the purposes of clause 26.1.1 to any other address(es) and/or telefax number, provided that the change shall become effective on the 14^th (fourteenth) day after the receipt of the notice by the addressee.

26.1.4 Any notice given in terms of this Agreement shall:

26.1.4.1 if sent by a courier service be deemed to have been received by the addressee on the 7^th (seventh) Business Day following the date of such sending;

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26.1.4.2 if delivered by hand be deemed to have been received by the addressee on the date of delivery;

26.1.4.3 if transmitted by facsimile be deemed to have been received by the addressee on the 1st (first) Business Day after the date of transmission,

unless the contrary is proved.

26.1.5 Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a Party shall be an adequate written notice or communication to it, notwithstanding that it was not sent to or delivered at its chosen address and/or telefax number.

26.2 Domicilia

26.2.1 Each of the Parties chooses its physical address referred to in clause 26.1.1 as its domicilium citandi et executandi at which documents in legal proceedings in connection with this Agreement may be served.

26.2.2 Any Party may by written notice to the other Party change its domicilium from time to time to another address, not being a post office box or a poste restante, in South Africa; provided that any such change shall only be effective on the 14^th (fourteenth) day after deemed receipt of the notice by the other Party pursuant to clause 26.1.5.

27. GENERAL

27.1 Renunciation of Benefits

Each Obligor renounces, to the extent permitted under applicable law, the benefits of each of the legal exceptions of excussion, division, revision of accounts, no value received, errore calculi, non causa debiti, non numeratae pecuniae and cession of actions, and declares that it understands the meaning of each such legal exception and the effect of such renunciation.

27.2 Accounts and Certificates

The entries made in the accounts maintained by the Lenders in connection with

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the Facility and/or any certificate and/or notice issued, and signed by any manager or director (whose appointment, designation and authority as such it shall not be necessary to prove) of the Lenders or the Facility Agent, save for manifest error, be prima facie proof of the amounts from time to time owing by any Obligor under the Finance Documents.

27.3 Sole Agreement

The Finance Documents constitute the sole record of the agreement between the Parties in regard to the subject matter thereof.

27.4 No Implied Terms

No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in any Finance Document.

27.5 No Variation

No addition to, variation or consensual cancellation of any Finance Document and no extension of time, waiver or relaxation or suspension of any of the provisions or terms of any Finance Document shall be of any force or effect unless in writing and signed by or on behalf of all the parties thereto.

27.6 Extensions and Waivers

No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation hereunder or enforcement of any right arising from any Finance Document and no single or partial exercise of any right by any Party shall under any circumstances be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party’s rights in terms of or arising from any Finance Document or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term of any Finance Document.

27.7 Further Assurances

The Parties undertake at all times to do all such things, to perform all such acts

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and to take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and import of any Finance Document.

27.8 Waiver of Defences

The provisions of the Finance Documents will not be affected by an act, omission, matter or thing which, but for this clause 27.8 (Waiver of Defences), would reduce, release or prejudice the subordination and priorities in this Agreement including:

27.8.1 any time, waiver or consent granted to, or composition with any person;

27.8.2 the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or any non-presentation or non-observance of any formality or other requirement in respect of any instrument;

27.8.3 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;

27.8.4 any amendment (however fundamental) or replacement of a Finance Document or any other document or security;

27.8.5 any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

27.8.6 any intermediate payment or discharge of any of the Secured Obligations in whole or in part.

27.9 Independent Advice

Each of the Parties acknowledges that they have been free to secure independent legal and other advice as to the nature and effect of all of the provisions of the Finance Documents and that they have either taken such

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independent legal and other advice or dispensed with the necessity of doing so. Further, each of the Parties acknowledges that all of the provisions of each Finance Document and the restrictions therein contained are fair and reasonable in all the circumstances and are part of the overall intention of the Parties in connection with the Finance Documents.

27.10 Counterparts

Any Finance Document may be executed in any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

27.11 Waiver of Immunity

Each Obligor waives generally all immunity it or its assets or revenues may otherwise have in any jurisdiction, including immunity in respect of:

27.11.1 the giving of any relief by way of interdict or order for specific performance or for the recovery of assets or revenues; and

27.11.2 the issue of any process against its assets or revenues for the enforcement of a judgement or, in an action in rem, for the arrest, detention or sale of any of its assets and revenues.

27.12 Governing Law

The entire provisions of each Finance Document shall be governed by and construed in accordance with the laws of South Africa.

27.13 Jurisdiction

The Parties hereby irrevocably and unconditionally consent to the non-exclusive jurisdiction of the High Court of South Africa (South Gauteng High Court, Johannesburg division) (or any successor to that division) in regard to all matters arising from the Finance Documents.

Page 105.

27.14 Severability

Each provision in each Finance Document is severable from all others, notwithstanding the manner in which they may be linked together or grouped grammatically, and if in terms of any judgment or order, any provision, phrase, sentence, paragraph or clause is found to be defective or unenforceable for any reason, the remaining provisions, phrases, sentences, paragraphs and clauses shall nevertheless continue to be of full force. In particular, and without limiting the generality of the aforegoing, the Parties acknowledge their intention to continue to be bound by each Finance Document notwithstanding that any provision may be found to be unenforceable or void or voidable, in which event the provision concerned shall be severed from the other provisions, each of which shall continue to be of full force.

Page 106.

SIGNED at                      on this the                      day of                      2017.

For and on behalf of

THE STANDARD BANK OF SOUTH AFRICA LIMITED

Name:

Capacity:

Who warrants his authority hereto

SIGNED at                      on this the                      day of                      2017.

For and on behalf of

GFI JOINT VENTURE HOLDINGS PROPRIETARY LIMITED

/s/ NJ Holland

Name: NJ Holland

Capacity:

Who warrants his authority hereto

SIGNED at                      on this the                      day of                      2017.

For and on behalf of

GOLD FIELDS OPERATIONS LIMITED

/s/ NJ Holland

Name: NJ Holland

Capacity:

Who warrants his authority hereto

SIGNED at                      on this the                      day of                      2017.

For and on behalf of

GOLD FIELDS LIMITED

/s/ PA Schmidt

Name: PA Schmidt

Capacity:

Who warrants his authority hereto

Page 107.

SIGNED at                      on this the                      day of                      2017.

For and on behalf of

GOLD FIELDS HOLDINGS COMPANY (BVI) LIMITED

/s/ NJ Holland

Name: NJ Holland

Capacity:

Who warrants his authority hereto

SIGNED at Douglas, Isle of Man on this the 27 day of March 2017.

For and on behalf of

GOLD FIELDS OROGEN HOLDING (BVI) LIMITED

/s/ C.C. Bird

Name: C.C. Bird

Capacity: DIRECTOR

Who warrants his authority hereto

SIGNED at                      on this the                      day of                      2017.

For and on behalf of

GOLD FIELDS GHANA HOLDINGS (BVI) LIMITED

/s/ C.C. Bird

Name: C.C. Bird

Capacity: DIRECTOR

Who warrants his authority hereto

SIGNED at PERTH on this the 30 day of MARCH 2017.

For and on behalf of

GRUYERE HOLDINGS PTY LTD

/s/ Stuart Matthews

Name: Stuart Matthews

Capacity: DIRECTOR

Who warrants his authority hereto

Page 108.

SCHEDULE 1

ORIGINAL GUARANTORS

NO.	ORIGINAL GUARANTORS
1.	Gold Fields Limited, incorporated in South Africa (Registration No. 1968/004880/06)
2.	Gold Fields Operations Limited, incorporated in South Africa (Registration No. 1959/003209/06)
3.	Gold Fields Holdings Company (BVI) Limited, incorporated in the British Virgin Islands (Registration No. 651406)
4.	Gold Fields Orogen Holding (BVI) Limited, incorporated in the British Virgin Islands (Registration No. 184982)
5.	GFI Joint Venture Holdings Proprietary Limited, incorporated in South Africa (Registration No. 1998/023354/07)
6.	Gold Fields Ghana Holdings (BVI) Limited, incorporated in the British Virgin Islands (Registration No. 651405)
7.	Gruyere Holdings Pty Ltd, incorporated under the laws of Australia (ABN 65 615 728 491)

Page 109.

SCHEDULE 2

FINANCIAL CLOSE DOCUMENTS

1. The Obligors

1.1 A copy of the Constitutional Documents of each Obligor.

1.2 A copy of a resolution of the board of directors of each Obligor:

1.2.1 approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving to execute those Finance Documents, including as applicable, such resolutions approving the terms of, and the transactions contemplated by, the Finance Documents to which the Guarantors are a party, as may be required pursuant to section 45 of the Companies Act;

1.2.2 authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

1.2.3 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

1.3 A certificate by a director of the Parent certifying in writing that business rescue proceedings have not commenced in respect of any Material Group Company, which in the case of a Material Group Company (other than an Obligor) could reasonably be expected to have a Material Adverse Effect.

1.4 A specimen of the signature of each person authorised by the resolution referred to in paragraphs 1.2 above.

1.5 In respect of each BVI Obligor:

1.5.1 a certificate of Good Standing issued by the Registrar of Corporate Affairs; and

1.5.2 a certificate of the registered agent of each company.

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2. Finance Documents

A duly executed original of this Agreement and all the Fee Letters.

3. Financial Intelligence Centre Act, 2001

All information and documentation required by the Original Lender in relation to each Obligor to enable it to comply with its obligations under, and the requirements of, the Financial Intelligence Centre Act, 2001 and its own “know your customer” procedures.

4. Legal Opinions

4.1 A legal opinion of the Parent’s legal counsel in a form reasonably satisfactory to the Original Lender dealing with the capacity and authority of the Obligors, which opinion will include, but will not be limited to, confirmation that the limit on each Obligor’s respective powers will not be exceeded as a result of the borrowings or giving of guarantees or indemnities contemplated by the Finance Documents and (ii) that the choice of governing law of the Finance Documents by the BVI domiciled Obligors is valid and any judgment of a South African court will be enforceable against the BVI domiciled Obligors without retrial.

4.2 A legal opinion of MinterEllison, in a form reasonably satisfactory to the Original Lender dealing with matters of Australian law, including the authority and capacity of Gruyere Holdings to enter into the Finance Documents, addressed to and capable of being relied upon by the Original Lender.

5. Financial Statements

5.1 The Original Financial Statements together with the latest audited financial statements of each Obligor (other than Gruyere Holdings, GF Holdings, GF Ghana and GFOH) or any other Obligor which is not legally required to audit its financial statements).

5.2 The latest unaudited financial statements of GF Holdings, GF Ghana and GFOH.

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6. Authorisations and Consents

A copy of any authorisation or consent (to include any relevant corporate, regulatory and shareholder consent or approval (including as applicable, such members resolutions approving the terms of, and the transactions contemplated by, the Finance Documents to which the Guarantors are a party, as may be required pursuant to section 45 of the Companies Act) required to authorise the relevant Obligor to guarantee the Facility or to take any action required to be taken by the relevant Obligor in connection with the Facility) which the Facility Agent reasonably considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of any Finance Document.

Page 112.

SCHEDULE 3

FORM OF UTILISATION REQUEST

To: The Standard Bank of South Africa Limited (as Facility Agent)

Date:

Attention:

Dear Sirs

FACILITY AGREEMENT DATED [INSERT DATE]: UTILISATION REQUEST

1. We refer to the Facility Agreement dated [insert] entered into between inter alia us and, The Standard Bank of South Africa Limited (the “Facility Agreement”).

2. This is an Utilisation Request.

3. The terms defined in the Facility Agreement shall have the same meanings where used in this Utilisation Request.

4. This Utilisation Request is irrevocable.

5. We hereby give you notice that, pursuant to the Facility Agreement and on [insert date], we wish to borrow a Loan in an amount of R[insert] ([insert] Rand) upon the terms and subject to the conditions contained therein.

6. We elect an Interest Period of [insert] Months.

7. We confirm that as of the date hereof:

7.1 the Repeating Representations set out in the Facility Agreement are true and correct in all material respects; and

7.2 no Default has occurred and/or is continuing.

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8.	The proceeds of the Loan must be credited to the following bank account:
8.1	Bank:	[insert];
8.2	Branch:	[insert];
8.3	Account Name:	[insert];
8.4	Account Number:	[insert];
8.5	Branch Code:	[insert].

Yours faithfully

[BORROWER]

Page 114.

SCHEDULE 4

SILICOSIS LITIGATION

During 2012 and 2014, two court applications were served on Gold Fields and its subsidiaries (as well as other mining companies) by various applicants purporting to represent classes of mine workers (and where deceased, their dependents) who were previously employed by or who are employees of, amongst others, Gold Fields or any of its subsidiaries and who allegedly contracted silicosis and/or tuberculosis.

These are applications in terms of which the court is asked to certify a class action to be instituted by the applicants on behalf of the classes of affected people. According to the applicants, these are the first and preliminary steps in a process, where if the court were to certify the class action, the applicants will in the second stage bring an action wherein they will attempt to hold Gold Fields and other mining companies liable for silicosis and/or tuberculosis and the resultant consequences. The applicants contemplate dealing in the second stage with what the applicants describe as common legal and factual issues regarding the claims arising for the whole of the classes. If the applicants are successful in the second stage, they envisage that individual members of the classes could later submit individual claims for damages against Gold Fields and the other mining companies. These applications do not identify the number of claims that could be instituted against Gold Fields and the other mining companies or the quantum of damages the applicants may seek.

Gold Fields has opposed the applications.

The two class actions were consolidated into one application on October 17, 2014. In terms of the consolidated application, the court was asked to allow the class actions to be certified.

On 13 May 2016, the High Court ordered, amongst other things: (1) the certification of two classes: (a) a silicosis class comprising current and former mine workers who have contracted silicosis and the dependents of mine workers who have died of silicosis; and (b) a tuberculosis class comprising current and former mine workers who have worked on the mines for a period of not less than two years and who have contracted pulmonary tuberculosis and the dependents of deceased mine workers who died of pulmonary tuberculosis; and (2) that the common law be developed to provide that, where a claimant

Page 115.

commences suing for general damages and subsequently dies before close of pleadings, the claim for general damages will transmit to the estate of the deceased claimant.

The progression of the classes certified will be done in two phases: (i) a determination of common issues, on an opt out basis, and (ii) the hearing and determination of individualized issues, on an opt in basis. In addition, costs were awarded in favour of the Claimants.

The High Court ruling did not represent a ruling on the merits of the cases brought by the Claimants. The amount of damages has not yet been quantified for any of the claimants in the Consolidated Class Application or for any other members of the classes.

Gold Fields and the other respondents believed that the judgment addressed a number of highly complex and important issues, including a far reaching amendment of the common law, that have not previously been considered by other courts in South Africa. The High Court itself found that the scope and magnitude of the proposed claims is unprecedented in South Africa and that the class action would address novel and complex issues of fact and law. The respondents applied for leave to appeal against the judgement because they believed that the court’s ruling on some of these issues is incorrect and that another court may come to a different decision.

On 24 June 2016, the High Court granted the mining companies leave to appeal against the finding amending the common law in respect of the transmissibility of general damages claims. It refused leave to appeal on the certification of silicosis and tuberculosis classes.

On 15 July, the Gold Fields and the other respondents each filed petitions to the Supreme Court of Appeal for leave to appeal against the certification of the two separate classes for silicosis and tuberculosis. In an attempt to shorten any delay due to an appeal process, it is permissible to request that the appeals be dealt with on an expedited basis. On 21 September 2016, the Supreme Court of Appeal granted the respondents leave to appeal against all aspects of the class certification judgment of the South Gauteng High Court delivered in May 2016.

In addition to the consolidated application, an individual action has been instituted against Gold Fields and one other mining company in terms of which the plaintiff claims R25.0 million (U.S.$2 million) in damages (and interest on that amount at 15.5% from May 2014 to the date of payment and costs) arising from his alleged contraction of silicosis which he

Page 116.

claims was caused by the defendants. Gold Fields has entered an appearance to defend the individual action and has pleaded to the claim. In January 2014, the plaintiff delivered an application to join three other mining companies (including the owners of Gold Fields’ South Deep operation) to the action. The joinder was effected and Gold Fields delivered a revised plea on behalf of the joined Gold Fields defendants. The plaintiff has since applied to amend his particulars of claim which amendment was successfully opposed by Gold Fields. While the plaintiff enrolled the trial for hearing on May 23, 2016, the matter has been removed from the trial roll. Gold Fields is proceeding with trial preparation in the normal course.

Page 117.

SCHEDULE 5

FORM OF ACCESSION UNDERTAKING

To: The Standard Bank of South Africa Limited (as Facility Agent)

From: Gold Fields Limited; and

[Insert full name of new Borrower/Guarantor] (the “Acceding Party”)

Date:

Dear Sirs

Facility Agreement between The Standard Bank of South Africa Limited, Gold Fields Limited and others dated [insert] (the “Facility Agreement”)

1. We refer to the Facility Agreement. This is an Accession Undertaking. Terms defined in the Agreement have the same meaning in this Accession Undertaking unless given a different meaning in this Accession Undertaking.

2. The Acceding Party agrees to become an Additional [Borrower/Guarantor] and to be bound by the terms of the Facility Agreement as an Additional [Borrower/Guarantor] pursuant to clause 22 (Change to the Obligors) of the Facility Agreement. The Acceding Party is a company duly incorporated under the laws of [insert name of relevant jurisdiction].

3. The Acceding Party’s administrative details are as follows:

Address:

Fax No:

Attention:

4. This Accession Undertaking shall be governed by and construed in accordance with the laws of South Africa.

Page 118.

For and on behalf of

GOLD FIELDS LIMITED

Name:

Capacity:

Who warrants his authority hereto

For and on behalf of

[insert actual name of Acceding Party]

Name:

Capacity:

Who warrants his authority hereto

Page 119.

SCHEDULE 6

FORM OF RESIGNATION LETTER

To: The Standard Bank of South Africa Limited (as Facility Agent)

From: Gold Fields Limited (the “Parent”); and

[insert full name of resigning Obligor]

Date:

Dear Sirs

Facility Agreement between The Standard Bank of South Africa Limited, Gold Fields Limited and others dated [insert] (the “Facility Agreement”)

1 We refer to the Facility Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Accession Letter.

2. Pursuant to [clause 22.3 (Resignation of an Additional Borrower)]/[clause 22.6 (Resignation of an Additional Guarantor)], we request that [resigning Obligor] be released from its obligations as a [Borrower]/[Guarantor] under the Facility Agreement.

3 We confirm that no default is continuing or would result from the acceptance of this request:

4. This Resignation Letter shall be governed by and construed in accordance with the laws of South Africa.

For and on behalf of

GOLD FIELDS LIMITED

Name:

Capacity:

Who warrants his authority hereto

Page 120.

SCHEDULE 7

FORM OF COMPLIANCE CERTIFICATE

To: The Standard Bank of South Africa Limited (as Facility Agent)

[Date]

Dear Sirs

FACILITY AGREEMENT BETWEEN THE STANDARD BANK OF SOUTH AFRICA LIMITED, GOLD FIELDS LIMITED AND OTHERS DATED [●] (the “Facility Agreement”)

1. We refer to the Facility Agreement. This is a Compliance Certificate, and terms used in this Compliance Certificate have the same meaning as in the Facility Agreement.

2. We confirm that as at [INSERT]:

2.1 Consolidated EBITDA to Consolidated Net Finance Charges

the ratio of Consolidated EBITDA to Consolidated Net Finance Charges in respect of the Measurement Period ending on [INSERT] was: [    ]: 1; and

2.2 Consolidated Net Borrowings to Consolidated EBITDA

the ratio of Consolidated Net Borrowings to Consolidated EBITDA in respect of the Measurement Period ending on [INSERT] was: [    ]: 1,

and attach calculations showing how these figures were calculated.

3 We confirm that no Default is continuing.*

For and on behalf of

Gold Fields Limited

Name:

Capacity:

Who warrants his authority hereto

Attachment: Auditor’s letter of confirmation of compliance with financial ratios.

* If this statement cannot be made, the Certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

Page 121.

SCHEDULE 8

PERMITTED TRANSFEREES

PART 1

LOCAL BANKS

Absa Bank Limited

FirstRand Bank Limited

The Standard Bank of South Africa Limited

Nedbank Limited

Investec Bank Limited

PART 2

FINANCIAL INSTITUTIONS

Futuregrowth

Liberty Group Limited

Metropolitan Life Limited

Momentum Group Limited

MIBFA

Old Mutual Specialised Finance (Proprietary) Limited

Old Mutual Life Assurance Company (South Africa) Limited

Public Investment Corporation Limited Sanlam Capital

Sanlam Life Insurance Limited

PART 3

AFFILIATES

Any bona fide and established affiliates, subsidiaries, holding companies or special purpose vehicles of or funds managed by any of the banks or financial institutions listed in this Schedule 8 which are regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and that are not hedge funds.

EX-8.1

Exhibit 8.1

LIST OF SIGNIFICANT SUBSIDIARIES OF GOLD FIELDS LIMITED

(AS OF DECEMBER 31, 2016)

GFL Mining Services Limited, incorporated in South Africa

Gold Fields Group Services Proprietary Limited, incorporated in South Africa

Gold Fields Operations Limited, incorporated in South Africa

GFI Joint Venture Holdings Proprietary Limited, incorporated in South Africa

Gold Fields Orogen Holding (BVI) Limited, incorporated in the British Virgin Islands

Gold Fields Corona (BVI) Limited, incorporated in the British Virgin Islands

Gold Fields La Cima S.A., incorporated in Peru

Gold Fields Australia (Pty) Limited, incorporated in Australia

Gold Fields Holdings Company (BVI) Limited, incorporated in the British Virgin Islands

Gold Fields Ghana Holdings Limited, incorporated in the British Virgin Islands

Gold Fields Ghana Limited, incorporated in Ghana

Abosso Goldfields Limited, incorporated in Ghana

Gold Fields Netherlands Coöperatief U.A., incorporated in the Netherlands

Gold Fields Netherlands Services BV, incorporated in the Netherlands

Gold Fields International Holdings BV, incorporated in the Netherlands

Agnew Holding Company (Pty) Limited, incorporated in Australia

St. Ives Holding Company (Pty) Limited, incorporated in Australia

Darlot Holding Company (Pty) Limited, incorporated in Australia

GSM Holding Company (Pty) Limited, incorporated in Australia

St. Ives Gold Mining Company (Pty) Limited, incorporated in Australia

Agnew Gold Mining Company (Pty) Limited, incorporated in Australia

Darlot Mining Company (Pty) Limited, incorporated in Australia

GSM Mining Company (Pty) Limited, incorporated in Australia

Newshelf 899 Proprietary Limited, incorporated in South Africa

Gold Fields Australasia (BVI) Limited, incorporated in the British Virgin Islands

EX-12.1

Exhibit 12.1

CERTIFICATIONS

I, Nicholas J. Holland, the Chief Executive Officer of Gold Fields Limited, certify that:

1 I have reviewed this annual report on Form 20-F of Gold Fields Limited;

2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4 The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5 The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 5, 2017

/s/ Nicholas J. Holland

Nicholas J. Holland

Chief Executive Officer

1

EX-12.2

Exhibit 12.2

CERTIFICATIONS

I, Paul A. Schmidt, the Chief Financial Officer of Gold Fields Limited, certify that:

1 I have reviewed this annual report on Form 20-F of Gold Fields Limited;

2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4 The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5 The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 5, 2017

/s/ Paul A. Schmidt

Paul A. Schmidt

Chief Financial Officer

1

EX-13.1

Exhibit 13.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Annual Report on Form 20-F of Gold Fields Limited (the “Company”) for the period ended December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nicholas J. Holland, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1 The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2 The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 5, 2017

/s/ Nicholas J. Holland

Nicholas J. Holland

Chief Executive Officer

EX-13.2

Exhibit 13.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Annual Report on Form 20-F of Gold Fields Limited (the “Company”) for the period ended December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul A. Schmidt, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1 The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2 The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 5, 2017

/s/ Paul A. Schmidt

Paul A. Schmidt

Chief Financial Officer