UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rules 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

Dated 26 February 2019

Commission File Number: 001-31318

GOLD FIELDS LIMITED

(Translation of registrant’s name into English)

150 Helen Rd.

Sandown, Sandton 2196

South Africa

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F

Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
_____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
_____

Gold Fields Limited
Reg. No. 1968/004880/06)

Incorporated in the Republic of South Africa)

Share Code: GFI

ISIN Code: ZAE000018123

DEALING IN SECURITIES BY DIRECTORS

In compliance with paragraphs 3.63 - 3.74 of the Listings

Requirements of JSE Limited, shareholders are advised that Gold

Fields Limited has awarded on 25 May 2018 (“the Award Date”),

Award effective 1 March 2018, Conditional Performance Shares to

directors of major subsidiaries of Gold Fields in terms of the

Gold Fields Limited 2012 Share Plan (as amended) as set out

below.

Performance Shares (PS) are conditionally awarded, based on a share
price of R46.2814 being the 3 day VWAP of 26, 27, 28 February 2018.

The shares were approved for awarding in 2018 however due to Gold

Fields Ltd going into a general closed period and a subsequent

special closed period which was imposed on management, the award

process was deferred to February 2019 upon lifting of the special

closed period. The number of PS which may settle to a participant on

vesting date i.e. three years from effective date of the award, will

be determined by the company achieving pre-determined performance
conditions as follows:

Relative Total Shareholder Return (TSR) - measured against the

performance of ten other major gold mining companies based on the

Gold Fields share price compared to the basket of respective US

dollar share prices of the peer group,

Absolute Total Shareholder Return (TSR) - Gold Fields share price

measured at the start and the end of the performance period.
Free Cash Flow Margin (FCFM) – achievement of pre-determined FCFM

target. The number of shares to be settled will range from 0% to

200% of the initial conditional award.

Name

NJ Holland

Position

Director of: Gold Fields Ltd

No of PS awarded and accepted

380 207

Award Acceptance Date

25 February 2019

Class of underlying security to

which rights attach

Ordinary shares

Nature of transaction

Off market acceptance of
Performance Shares awarded

Vesting Period

Performance Shares vest on

third anniversary of effective

Award date

Nature of interest

Direct and Beneficial

Name

A Baku

Position

Director of a Major Subsidiary:

Gold Fields Ghana(Pty) Ltd

No of PS awarded and accepted

305 617

Award Acceptance Date

25 February 2019

Class of underlying security to

which rights attach

Ordinary shares

Nature of transaction

Off market acceptance of

Performance Shares awarded

Vesting Period

Performance Shares vest on

third anniversary of effective

Award date

Nature of interest

Direct and Beneficial

In accordance with section 3.66 of the Listings Requirements, the

necessary clearance was obtained.

26 February 2019

Sponsor:

JP Morgan Equities Limited

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorised.

GOLD FIELDS LIMITED

Dated: 26 February 2019

By:

/s/ Nicholas J. Holland

Name:

Nicholas J. Holland

Title:

Chief Executive Officer