GOLD FIELDS LIMITED

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 22 May 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
Incorporated in the Republic of South Africa)

Registration Number 1968/004880/06)
JSE, NYSE, DIFX Share Code: GFI
ISIN: ZAE000018123

("Gold Fields" or “the Company”)

RESULTS OF ANNUAL GENERAL MEETING OF GOLD FIELDS LIMITED HELD ON 21 MAY
2019 AND CHANGES TO THE DIRECTORS

Shareholders are advised that at the Annual General Meeting of Gold Fields
Limited held on Tuesday 21 May 2019, the ordinary and special resolutions,
as well as advisory endorsement of the company’s remuneration policy, as

set out in the notice of the annual general meeting dispatched to
shareholders on 22 March 2019 were passed, on a poll, by the requisite
majorities.

Details of the results of the voting are as follows:

Total issued share capital:

828 637 707

Total number of shares present/
represented including proxies at the meeting:

712 867 074

being 86% of the total votable shares

Ordinary

resolutions

Number of

shares voted

Shares voted

for:

Shares

voted

against:

Shares

abstained:

1.Re-appointment
of auditors

712 218 458

712 000 398

218 060

648 616

% of total
issued shares

% of shares
voted

% of
shares

voted

% of total
issued

100% 99,97%

0,03%

0.08%

2.1 Re-election of
a director:
P Mahanyele-

Dabengwa

710 585 666

710 227 935

357 731

2 281 408

% of total
issued shares

% of shares
voted

% of
shares

voted

% of total
issued

100%

99.95%

0,05%

0,28%

2.2 Re-election of
a director:

PA Schmidt

710 585 666

710 227 935

357 731

2 281 408

% of total
issued shares

% of total
issued

100% 99.81%

0.19%

0.27%

2.3 Re-election of

710 590 810

708 936 330

1 654 480

2 276 264

a director:

A Andani

of total
issued shares

% of total
issued

% 0 of
total

issued
shares

100% 99.77%

0.23%

0.27%

2.4 Re-election of

a director:
PJ Bacchus

710 583 824

710 189 817

394 007

2 283 250

%of total

issued shares

%of total

issued
shares

%of total

issued
shares

%of total

issued
shares

100% 99.94%

0.06%

0.28%

2.5 Re-election of

a director:
CE Letton

710 587 265

710 224 348

362 917

2 279 809

of total

issued shares

% of total

issued
shares

% of total

issued
shares

% of total

issued
shares

100% 99.95%

0.05%

0.28%

3.1. Re-election
of Audit Committee

member: YGH
Suleman

710 574 971

710 253 663

321 308

2 292 103

% of total
issued shares

% of shares
voted

% of
shares

voted

% of total
issued

100% 99.95%

0.05%

0.17%

3.2. Re-election

of a member of the
Audit Committee: A

710 579 088

710 286 588

292 500

2 287 986

Andani

% of total

issued shares

% of shares

voted

% of

shares
voted

% of total

issued
shares

100% 99.96%

0.04%

0.28%

3.3 Re-election of

a member of the

Audit Committee:
PJ Bacchus

710 575 006

710 243 593

331 413

2 292 068

% of total
issued shares

% of total
issued

100% 99.95%

0.05%

0.28%

3.4 Re-election of
a member of the
Audit Committee:

RP Menell

710 566 482

708 371 964

2 194 518

2 300 592

% of total

issued shares

% of total

issued
shares

% of total

issued
shares

% of total

issued
shares

100% 99.69%

0.31%

0.28%

4. Approval for
the issue of

authorised but
unissued ordinary

710 567 955

678 971 175

31 596 780 2 299 119

% of total

issued shares

% of shares

voted

% of

voted

% of total

issued

100% 99.55%

4.45%

0.28%

Special

resolutions

Number of

shares
voted

Shares

voted for:

Shares

voted
against:

Shares

abstained:

1.Approval for
the issuing of

equity
securities for

cash

712 172 304

679 517 267

32 655 037

694 770

% of total
issued

100% 95.41%

4.59%

0.08%

Advisory

endorsement of

the remuneration
policy

708 760 682

638 472 384

70 288 298

4 106 392

% of total % of shares % of

% of

issued

voted shares

voted

100% 90.08%

9.92%

0.50%

Advisory
endorsement of

the
implementation

policy

711 528 240

648 511 017

62 984 084

1 371 973

% of total
issued

% of shares
voted

% of
shares

voted

% of
shares

voted

100% 91.15%

8.85%

0.17%

2. Approval for
the remuneration

of non-executive

directors

711 528 240

708 228 123

3 300 117

1 338 834

% of total
issued

% of shares
voted

% of
shares

voted

% of total
issued

100% 99.54%

0.46%

0.16%

3. Approval for
the Company to

grant inter-
group financial

assistance in
terms of section

44 and 45 of the
Act

711 488 044

710 540 013

948 031

1 379 030

% of total

issued
shares

% of shares

voted

% of

shares
voted

% of total

issued
shares

100% 99.87%

0.13%

0.17%

4. Acquisition

of the Company’s
own shares

710 511 712 710 024 096 487 616

2 355 362

% of total

issued

% of shares

voted

% of

voted

% of

voted

100% 99.93%%

0.07%%

0.28%

Over 86% of votable shares were represented at the AGM.

The special resolutions will be filed with the Companies and Intellectual

Property Commission in accordance with the requirements of the Companies
Act, No 71 of 2008.

Remarks by Gold Fields Chair Cheryl Carolus at the Gold Fields AGM,

21 May 2019:

Good afternoon – As has become customary I want to begin this AGM
with a few introductory remarks. Let me start out with the issue
that is most critical to Gold Fields – safety & health.

Gold Fields continues to show significant progress in improving our

safety performance and management practices. During 2018, the
fatality rate, the benchmark total recordable injury frequency rate

(TRIFR) and the total number of recordable injuries continued their

overall improvements of the past few years. At 1.83 incidents per

million hours worked, the Gold Fields 2018 TRIFR has improved by

55% since 2014.

The Board shares management's commitment to eliminate all
fatalities and serious injuries. It is therefore a major

disappointment that we experienced a fatality during 2018. I want

to express my sincerest condolences to the family, friends and

colleagues of Ananias Mosololi, a load haul dump truck operator at
South Deep.

On the health front, the Occupational Lung Disease Working Group,

representing the majority of gold mining companies in South Africa,

including Gold Fields, reached a historic settlement with attorneys
representing ex-mineworkers suffering from silicosis and

tuberculosis (TB). The settlement, once approved by the courts, is

set to see R5bn (US$380m) dedicated to compensating ex-mine workers

suffering from this dreadful disease. Gold Fields’ contribution is
almost R400m.

Turning to financial and operational matters, Gold Fields' mines

performed well during 2018 against a background of a volatile gold

price and the heavy investment in growth projects. All mines,
except South Deep, met, or improved on, their production and cost

guidance and generated sufficient cash to fund the bulk of the

investment spend and pay a modest dividend to shareholders. We had

to increase our debt to pay for the acquisition of Asanko Gold but
our balance sheet remains in good health. We have further
strengthened our debt profile with the successful US$1bn raised in

new bonds earlier this month (May 2019).

South Deep embarked on a fundamental restructuring in Q3 2018,
which saw management close loss-making areas, reduce the cost base

and embark on a section 189 retrenchment process. Unfortunately,

this meant that we had to retrench just over 1,500 employees and

contractors, despite the strong opposition by the unions, which led
to a 45-day strike. We could not avoid the retrenchments, as this
would have put the sustainability of South Deep, and the remaining

3,500 jobs, at risk.

I believe that the restructuring, the most comprehensive in South
Deep's history, will achieve a significant reduction in the cash

losses this year and set the mine up for long-term and sustainable

growth. So far this year the mine is meeting its targets and we are
confident that it will continue doing so.

Developments at Gold Fields in 2018 and in 2019 to date clearly

underscore the company’s strong, expanding and sustainable global

profile. Not only are our production and cash-flow already heavily

weighted towards our mines in Australia, Peru and Ghana, we have
increased our investment in these countries to enhance
sustainability of our business. The key developments here are:

Our combined US$500m-plus investment over the past two years

in the Damang mine in Ghana and the Gruyere project in
Australia is beginning to bear fruit in 2019, with the

potential to further boost our production and profitability in

these regions

During 2018, we acquired a 45% stake in the highly prospective
Asanko gold mine in Ghana, further raising our profile in a

jurisdiction in which we have operated for 25 years

We have successfully completed a feasibility study for the

Salares Norte project in Chile and declared a maiden Mineral
Reserve. While we await the outcome of the Environmental

Impact Assessment, expected in early 2020, we have also asked
management to develop a funding plan for the project

We have extended the life of our Cerro Corona mine in Peru to

2030 and are working on a scoping study with the aim of
extending it further to 2040

Our substantial investments in near-mine exploration at our
Australian mines continued to yield good results, with the

mines not only making up annual depletion but adding net
Mineral Reserves over the past four years

As a result of these developments we expect the production of our

portfolio in Australia, Ghana and Peru to approach 2Moz during 2019
and we believe that our global portfolio outside of South Africa

will be able to maintain a similar production level over the medium
to longer term (at the current gold price). Also noticeable is that

until two years ago, just over 70% of our Reserves were held by

South Deep. That profile has changed: at the end of 2018, over 40%
of the Group's attributable Mineral Reserves were now outside of
South Africa.

Not only has the cash generated by our mines enabled us to invest
in future growth, but also to create significant value for our key

stakeholders. During 2018, Gold Fields' total value distribution to

our stakeholders was US$2.7bn in the form of payments to

governments, capital providers, business suppliers and our
workforce.

A particular focus in 2018 was strengthening our relations with

host communities, whose partnership is critical in sustaining our

mines. During 2018, almost a quarter of our total value creation,
almost US$700m, remained in our host communities through focused

job creation, procurement and investment in Shared Value projects.

Carmen Letton will expand on this in her SET Report back just now.

Before I conclude, I want to welcome Phuti Mahanyele-Dabengwa. She

joined the Gold Fields Board in September last year and this is her
first AGM. With these brief remarks let us please proceed with the

order of business.

Remarks by the Chair of the Gold Fields Social, Ethics and

Transformation Committee, Dr Carmen Letton, at the Gold Fields AGM,

21 May 2019:
Good afternoon Shareholders, members of the Gold Fields board and

management team and other guests

This is my first report back as Chair of the Social, Ethics, and

Transformation committee of Gold Fields. It’s a great honour and I
want to pay tribute to my predecessor, Don Ncube, who retired from

the Board at last year’s AGM. Don set the tone and culture for this
committee and has provided a sound platform on which my fellow

directors and I can build. He was energised and passionate in

handing over, driving us to lead on modern policy and practices and
building strong foundations. He left me with foundations that I

constantly refer to and use. So a personal thank you to Don, who is
not here today.

Let’s talk a little about our foundations. This committee has a
wide-ranging mandate built around a number of responsible business

practices. We focus on:

Social and economic development

Good corporate citizenship

Sound stakeholder relations with our workforce, communities,
governments and investors

Labour and employment practices

Transformation

Communication, reputation and branding

Our 2019 key strategic themes are drawn from these:

Globalisation of our SET Leading Practices with a focus on
execution across all regions

Diversity and Inclusion with a focus on Youth, Previously

Disadvantaged groups and Women

Communication and Branding to ensure that we improve our

stakeholder perceptions, strengthen our brand and talk openly
about collaboration, strategy and outcomes.

It is the responsibility of this Committee to ensure that Gold

Fields carries out these practices in line with industry-leading

guidelines, including the principles of the UN Global Compact, the
ten ICMM Principles as well as ILO Conventions.
Stakeholder engagement is at the heart of Gold Fields’ activities.

The Committee makes sure that the company engages its stakeholders,
discusses and negotiates key decisions with them before

implementation, mitigates any adverse environmental and social
impacts and, most critically, shares the benefits of mining with

them.

During 2018 Gold Fields generated revenue of almost US$2.6 billion,
which was distributed to key stakeholders as follows:

Our workforce: US$442 million

Our capital providers and shareholders: US$147 million

Governments, in the form of taxes and royalties: US$283
million

Our business partners: US$1.82 billion

Our communities in the form of Socio-Economic Development
spending and Shared Value projects: US$26 million

However, our investment in communities goes well beyond socio-

economic development and compliance spending. Over the past few
years we have asked Gold Fields to prioritise sharing the value we

create with the communities surrounding our mines. The focus is to
alleviate unemployment and create sustainable economies through

community employment and procurement. We are making considerable

progress, and at the end of 2018, 56% of our workforce, or 9,259
people, were members of our host communities. Furthermore, 27% of

total supplier spend was with enterprises from these communities.
Quantifying this impact across Gold Fields shows that we distribute

25% of our total value creation – the equivalent of US$690 million
– in our host communities. This is significant and our management

teams at the mines have been incentivised to achieve further
sustainable host community job creation and procurement.

It is also critical to mention that our community investment
projects provide significant shared value both to our operations
and our communities. As I am speaking the finishing touches are

being applied to Gold Fields’ largest infrastructure investment to
date: the US$26m public road between Tarkwa and Damang in Ghana.

Not only will this make transport between our two mines faster and
safer, it created community jobs during construction and offers

almost 100,000 affected residents easier access to schools, markets
and public facilities.

Similarly, at our Cerro Corona mine in Peru, we have spent almost

US$3 million over the past three years on improving water supply to
the host communities. This has provided a large majority of

residents access to clean potable water.

Turning to one of our most critical stakeholders, our employees and

contractors. Our workforce is structured to support the delivery of
immediate and long-term strategic objectives so that our mines can

continue to operate sustainably and profitably. During 2018, the
two most significant people-related developments were the

restructuring exercise and related strike action at South Deep, as

well as the transition from owner to contractor mining at Tarkwa.
Due to the workforce restructuring at these mines, Gold Fields’

overall workforce numbers dropped 5% from 18,594 in 2017 to 17,611

in 2018. The number of direct employees declined by 37% to 5,601,

while the number of contractors rose 23% to 12,010.
The retrenchment of 1,082 employees and 420 contractors at South
Deep was particularly painful. The retrenchments were opposed by

the majority union, however, management was left with little option
to this course of action. The mine was losing R100 million a month

and, had we not proceeded with the retrenchments, the long-term
sustainability of the mine and the remaining 3,500 jobs would have

been at risk.

At Tarkwa, the maturity of the mine and the accompanying costs

would have made the previous owner mining model unsustainable.
While the switch to contractor mining was opposed by the union, all
2,100 affected employees received generous retrenchment benefits in

line with Ghanaian labour laws. Almost 80% of them were rehired by
the two contractors, with most coming from our host communities.

We continued to focus on building a more diverse and inclusive
workforce, with particular emphasis on employing women, residents

from our host communities and, in South Africa, historically

disadvantaged people. This forms a key pillar of the SET and HR

strategy. A diversity policy was approved by the Board during the
year. In addition to increasing the attraction and retention of

female employees, this policy also emphasises the importance of
ensuring that all people are treated with dignity and respect.

Since last year’s AGM the Committee also approved:

A new Group Sexual Harassment Policy

An updated Group Disciplinary and Grievance Policy

An updated Human Rights policy

A new Materials and Supply Chain Stewardship Policy

Gold Fields remains committed to the training and development of

employees. In the past five years the company has invested US$77

million in human resources development programs which inter alia

consist of on-the-job skills training, learnerships,
apprenticeships, and the training of artisans.
I would like to express my deep appreciation and gratitude to my

co-directors and Gold Fields’ management teams for their support in
ensuring that the Social, Ethics and Transformation Committee meets

its key compliance and transformation performance objectives. By
doing so we contribute to strengthening our social licence to

operate and, ultimately, the success of Gold Fields.

22 May 2019
Sponsor
J.P. Morgan Equities South Africa (Pty) Ltd

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: 22 May 2019

By:

/s/ Nicholas J. Holland

Name:

Nicholas J. Holland

Title:

Chief Executive Officer