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 3 June 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

(the “Company”)

DEALING IN SECURITIES

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 28 May 2019 (“the Award Date”),

Award effective 15 February 2019, Conditional Performance Shares

to directors of the Company and major subsidiaries 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 R57.3756 being the 3 day VWAP of 27, 28, 29 February 2019.
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 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 TSR - Gold Fields share price measured at the start and the
end of the performance period.

Free Cash Flow Margin – 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 Limited

No of PS awarded and accepted

163 966

Award Acceptance Date

28 May 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

R BARDIEN

Position

Director of a Major

Subsidiaries: Gold Fields

Operations Limited, JFI Joint

Venture Holdings (Pty) Limited

and Gold Fields

No of PS awarded and accepted

69 117

Award Acceptance Date

29 May 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

M PREECE

Position

Director of a Major

Subsidiaries: Gold Fields

Operations Limited, JFI Joint
Venture Holdings (Pty) Limited

and Gold Fields

No of PS awarded and accepted

60 276

Award Acceptance Date

28 May 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

L RIVERA

Position

Director of a Major
Subsidiaries: Director of a

Major Subsidiaries: Gold Fields

La Cima

No of PS awarded and accepted

176 981

Award Acceptance Date

28 May 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

NA CHOHAN

Position

Director of a Major

Subsidiaries: Gold Fields

Operations Limited, JFI Joint

Venture Holdings (Pty) Limited

and Gold Fields

No of PS awarded and accepted

126 392

Award Acceptance Date

28 May 2019

Class of underlying security to                         Ordinary shares

which rights attach
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

CW DU TOIT

Position

Director of a Major

Subsidiaries: Gold Fields

Australia(Pty) Limited, GSM

Holding Company Limited

No of PS awarded and accepted

18 851

Award Acceptance Date

28 May 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 MUNT

Position

Director of a Major

Subsidiaries: Gold Fields

Australia(Pty) Limited, GSM

Holding Company Limited

No of PS awarded and accepted

17 566

Award Acceptance Date

28 May 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.

31 May 2019

Sponsor:

JP Morgan Equities South Africa Proprietary 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: 3 June 2019

By:

/s/ Nicholas J. Holland

Name:

Nicholas J. Holland

Title:

Chief Executive Officer