GOLD FIELDS LIMITED — Environmental & Social Information 2017

Mar 29, 2017

SUPPLEMENT RESOURCE & 2016 RESERVE MINERAL MINERAL

Contents

Annual AFS financial statements

Integrated Annual Report

Annual Financial Report

Note: For abbreviations refer to page 153; and for glossary of terms refer to page 154; – 'Mineral Resource and Mineral Reserve Supplement 2016'.

INTRODUCTION AND GROUP OVERVIEW

Introduction	1
Highlights	3
Global presence	12
Group Mineral Resource and Mineral Reserve
Overview	14
Corporate Governance	15
Assessment and reporting criteria	18
On-Lease Exploration, Resource Classification,Quality Assurance and Quality Control (QA/QC)	25

AMERICAS REGION

Regional overview	28
Cerro Corona Mine	32
Salares Norte Project	42

AUSTRALIA REGION

Regional overview	46
Agnew Gold Mine	54
Darlot Gold Mine	66
Granny Smith Gold Mine	76
St Ives Gold Mine	86
Far Southeast Project	99
Gruyere Project	102

SOUTH AFRICA REGION

Regional overview	106
South Deep Gold Mine	110

WEST AFRICA REGION

Regional overview	122
Damang Gold Mine	127
Tarkwa Gold Mine	138

CORPORATE DEVELOPMENT PROJECTS

SUPPLEMENTARY INFORMATION

Conversion table	152
Abbreviations	153
Glossary of terms	154
Disclaimer	156

Gold Fields (GFI) is a leading international gold mining company with attributable, annualised production of >2 million ounces (Moz) of gold and >60 million pounds (Mlb) of copper from a portfolio of eight operating assets and a number of exploration projects, grouped into four regions.

STRATEGIC CONTEXT

The quality of the Group's Mineral Resources and Reserves is fundamental to delivering mines and projects as core franchise assets. Maintaining a robust Mineral Resource and Mineral Reserve base provides a solid platform for not just life-of-mine (LoM) planning, but also for the strategic and business planning that takes place as part of the embedded annual planning cycle in Gold Fields. The intent of the strategic planning process is to provide a mechanism for operating sites to assess planning options at varying levels of technical, operational and financial risk, with reference to the company's strategic goals. Strategic key performance indicators for each asset are pivotal around quality, life, licence to operate, cash generation and scale, based on either

annual metal produced or cash-flow. Our strategic planning endeavours to provide insight to a range of outcomes rather than refine and optimise a single option.

Optionality is assessed against strategic scenarios that profile (1) low metal price (2) sustaining the business (3) upside potential and (4) blue sky opportunity and they provide essential guidance for operating strategies, required investment and risk and reward management. By necessity, the Strategic Plans include an assessment of factored Inferred Mineral Resources and a view on property endowment potential for the blue sky, in addition to the Proved and Probable Mineral Reserves that define the LoM plan.

Each year, the Business Plan represents a refinement of the preferred Strategic Plan option and the process allows each site to develop a 12-month Operational Plan within the context of the long-term potential of the asset and allows the business to deploy essential resources to maximise the use of capital across the Group portfolio. The Business Plan includes

factored Inferred Mineral Resources that provide essential information on the realistic Mineral Resource to Mineral Reserve conversion in the medium to long term.

The South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves (the 2016 SAMREC Code) compliant Mineral Resource and Mineral Reserve defining the LoM plan and cash-flow model for each asset, is restricted to Proved and Probable Reserves. Importantly there is a strong linkage to the Strategic and Business Plans that profile the Company's longer-term approach to realising full site potential.

GFI planning cycle to strategically position group for cash

Introduction (continued)

Exploration –generative stage	Exploration –primary stage	Mine planningand design	Minedevelopment	Mineoperation	Mineclosure
» Prospecting» Reconnaissance» Surface mapping» Sampling» Geophysical» Measurements» Geochemicalanalysis	» Targeted drilling» Trenching» Sampling and analysis» Geological modelling» Resource estimation» Classification(Measured, Indicatedand Inferred)	» Resourceconversion toReserve (modifyingfactors; Probableand Proved)» Mine designand schedule» Plant design» TSF design	» Pre-constructionphase» Construction phase	» Grade control» Ore extraction» Waste rockmanagement» Near mineexploration» Extension of LoM	» Site clean up» Maintenance» Rehabilitation» Environmentalmonitoring
Scoping/exploration licences	Pre-feasibility study(PFS)	Feasibilitystudy (FS)	Implementation		Closure

THE ORE BODY DICTATES

This Mineral Resource and Mineral Reserve statement profiles the fundamental asset base in Gold Fields. The information that supports the statement is derived through adherence to the Mineral Resource Management (MRM) life-cycle and the defined annual planning process. The MRM life-cycle incorporates a series of stages with increased confidence and a level of risk mitigation associated with each stage. The level of risk is typically a function of the quantity and quality of the information available. The objective is to be able to quantify and profile the risk at each stage and mitigate to acceptable levels aligned to scoping, pre-feasibility or feasibility level reporting and SAMREC classification. The schematic above illustrates each of the stages with an indicative work schedule and appropriate level of work needed to advance to the next stage, with a pre-feasibility study (PFS) level being a minimum requirement for reporting Mineral Reserves.

Multi-year investment in brownfield exploration, resource extension and resource conversion campaigns is in place across the portfolio to deliver and grow ore bodies that have the geometry and inherent grade and tonnage profiles to underpin targeted all-in sustaining costs (AISC)/oz costs and free cash-flow margins. A major focus is placed on the provision of good, clean data and relevant information for each ore body to generate a high-quality platform for the critical interpretation and geological modelling phases of the resource evaluation. 2017 will see a ramp-up in reinvestment to underpin exploration discovery and maintain a pipeline of robust ore bodies and mining fronts into the future, which are essential to sustaining and increasing cash-flow. The ore body dictates mining method, mine design, production scheduling, grade control, risk-return plus overall commerciality. Consequently, this investment will show returns over the years ahead through the replacement of production depletion, organic growth, increased flexibility and life extension.

Gold Fields' investment in operating mines, projects and mergers and acquisitions (M&A) has retained a strongly positive outlook and has been integral to maintaining a steady year-on-year Group Mineral Resource and Mineral Reserve position, despite the numerous challenges affecting the mining industry including volatile gold prices, cost pressures and geo-political turmoil.

A Group-wide Technology and Innovation (T&I) strategy supported by a five-year implementation plan has been launched, aimed at positively impacting health and safety, social licence to operate and cash margin and will focus on growing Mineral Reserves and the life of the assets. This will be achieved through reducing discovery costs, improving cycle time from discovery to development handover and driving operating efficiency and productivity. It is hoped that future T&I initiatives will assist in protecting the ore bodies through cut-off grade management, which is integral to leveraging resource to reserve conversion.

GUIDING PRINCIPLES

The key elements driving the Mineral Resource and Mineral Reserve strategy are centred on sustaining and growing cash-flow, profitability and return on investment. Strategic priorities include: » Intensify investment in brownfields exploration to drive discovery

and to ensure ongoing Mineral Reserve replacement and growth

• » Building a quality portfolio of productive mines through active portfolio management
• » Emphasis on capital allocation to open up the ore bodies timeously with supporting infrastructure to deliver the plan and secure flexibility
• » Focus on quality, cash-accretive ounces while minimising marginal mining and avoiding high grading
• » Application of appropriate T&I to improve operating efficiencies, reduce costs and realise the full potential of the ore body
• » Ensuring a strong social licence to operate underpin, with emphasis on LoM water and power security and Shared Value creation
• » Divest mines or growth projects that are not closely aligned with the Company's business objectives

For reporting Mineral Resources and Mineral Reserves, the Gold Fields overarching principle is to ensure integrity, transparency, materiality and competency in reporting, compliance with public regulatory codes and internal standards, and to inform all stakeholders on the status of the Group's fundamental asset base.

The information in this report is presented on a Group and regional basis, summarising the changes and current status of each operation and exploration project. This report should be read in conjunction with the Integrated Annual Report (IAR), which provides additional information regarding the operations and their financial performance.

IMPORTANT NOTICES

1 All Mineral Resource and Mineral Reserve figures reported are 100% managed by Gold Fields unless otherwise stated

• 2 The Gruyere joint venture (JV) project is reported as 50% of the 'managed joint venture'. Gruyere is under first time reporting for Gold Fields as part of the Gruyere Project Joint Venture with Gold Road Resources. The JORC compliant Mineral Resources and Mineral Reserves are reported as at the time of the JV deal and match the figures in the November 2016 Gold Road Resources' ASX Announcement
• 3 Mineral Resources are reported inclusive of Mineral Reserves (December 2015 statement numbers are shown in brackets) and Mineral Resources include stability pillars when appropriate
• 4 The Mineral Resources and Mineral Reserves are estimated at a point in time and will be affected by changes in the gold price, US dollar currency exchange rates, permitting, legislation, costs and operating parameters
• 5 Rounding-off of figures in this report may result in minor computational discrepancies. Where this occurs, it is not deemed significant
• 6 All references to tonnes (t) are metric units
• 7 The 31 December 2016 Mineral Resource and Mineral Reserve figures are net of 2016 production depletion
• 8 Locations on maps are indicative only
• 9 All metals (gold, platinum, palladium, silver, copper and nickel) are reported individually and not as metal equivalents unless alternatively specified
• 1.Note: For abbreviations refer to page 153; and for glossary of terms refer to page 154; – 'Mineral Resource and Mineral Reserve Supplement 2016'.

Highlights

The last year has seen the Group's strategy deliver a strong headline Mineral Resource and Mineral Reserve position, despite using US$100/oz lower gold price and with 2.1Moz being sold following mined depletion.

HEADLINE NUMBERS

– Group total figures inclusive of projects and the 2016 figures are net of production depletion

– The gold and copper prices used for the December 2016 Mineral Resources were US$1,400/oz and US$3.2/lb and for the Mineral Reserves, US$1,200/oz and for copper a sliding scale from short to long term of US$2.3/lb to US$2.8/lb were used.

GROUP HIGHLIGHTS

» Company strategy has delivered a strong headline Reserve position, despite lower metal prices and with >2Moz depletion » Discovery (Granny Smith and St Ives) Reinvestment (Damang) Acquisition (Gruyere) Rebase (South Deep) Project advancement (Salares Norte) » Gold (Au) Mineral Resources are stable year-on-year 120.4Moz (121.5Moz) » Au Mineral Reserves have increased by 4% (including Gruyere) 52.1Moz (50.1Moz)

Highlights (continued)

REGIONAL HIGHLIGHTS

Managed Mineral Reserves

Managed Mineral Resources

2016 IN REVIEW

The selected highlights below reflect the Company strategy in action, specifically the funding of brownfield exploration, reinvestment in the growth and sustainability of the operations, quality project advancement, portfolio management and M&A.

In addition to the above, it is noteworthy that the life extension opportunities at Cerro Corona will continue to be assessed. Increasing waste storage and tailings capacity on site is pivotal to this exercise as a catalyst to increasing resource to reserve conversion. Near mine exploration opportunities for similar porphyry style ore bodies will be investigated that could further supplement life extension.

At Tarkwa, focus is to drive flexibility and cash-flow and to assess the potential to supplement mill feed from additional ore sources that could be generated from other styles of mineralisation and from underground palaeoplacers.

At St Ives, the currently producing Invincible open pit mine was extended to start development of Invincible underground and to assess expansion into Invincible South in the future. Business Improvement (BI) teams are embedded at all operations and are tasked with delivering sustainable enhancements to health and safety, productivity, systems management, work methods, equipment utilisation, cost reduction and risk mitigation. All these initiatives have the potential to control annual creep in the cut-off grades and therefore protect the ore bodies to preserve flexibility, maximise extraction rates and ensure optionality.

Highlights (continued)

Americas Region

Cerro Corona reflects reductions to the Mineral Resource and Mineral Reserve of –11% and –16% respectively almost entirely due to mined depletion. Continued advancements in 3D geological modelling have further enhanced models for lithology, alteration, mineralisation, structure and gold, copper and arsenic (As) grade shells, as well as other geometallurgical attributes to improve the planned mining mix and plant feed. Consequently, the planned As head grade for 2017 is 0.0025%, with an expected concentrate of 0.057% As, which will be well within the commercial threshold of 0.2%. The reserve does include ore with elevated As levels (<20% of LoM tonnes) located proximal to the limestone intrusive boundary, but operational controls, blending and renegotiated commercial agreements are deemed sufficient to mitigate this risk.

The operation undertook a study in 2015/6 to assess the potential for adding Mineral Reserves and extending the LoM, based on innovative solutions to existing waste storage and tailing facility constraints. It was concluded that this was technically possible and additional work is ongoing to further the assessment of all technical and financial opportunities and to ensure identification of the most suitable long-term plan before committing to the way forward. Increasing waste storage and tailings capacity on site is pivotal to this exercise as a catalyst to increasing Mineral Reserves from the existing Mineral Resource base, including conversion of the surface oxide resources. In addition, near mine exploration opportunities for similar porphyry-style ore bodies will be investigated that could further supplement life extension.

At Salares Norte, additional deposit definition underpinned by additional drilling has driven major changes to the Mineral Resource size and confidence levels in 2016. Total project Mineral Resources increased from 3.3Moz gold (29% Indicated) to 3.8Moz gold (52% Indicated). Significantly, the gold grade improved from 3.9g/t to 4.6g/t year-on-year. Improved confidence resulted in an increase in Indicated Mineral Resource from 42% to 79% at Brecha Principal in 2016. Coupled to this was growth of 280koz gold (Inferred) at Agua Amarga. The silver (Ag) Mineral Resource increased from 42.1Moz to 43.8Moz. Mineral Resources are based on US$1,400/oz Au and US$20/oz Ag metal prices. The PFS for Brecha Principal and scoping study for Agua Amarga will be completed in 2017 and will benefit from the latest drill season campaign and updated resource and reserve modelling that is planned to support reporting a maiden Mineral Reserve for the project in H2 2017.

Australia Region

Significant investment in ongoing brownfield exploration continued as an imperative given the orogenic style of mineralisation in the Yilgarn district (A$102.3m; US$76.3m). Orogenic-style ore bodies, by their nature, characteristically support operations that report relatively short LoM profiles at any selected point in time, generally showing five to seven years restricted to Proved and Probable Mineral Reserves. Importantly, depending on life-cycle stage, Orogenic assets generally have a track record of replenishing reserves through cyclical discovery and resource to reserve conversion, thereby extending life in response to the assets' geological endowment. Our multi-year phased investment in exploration is aimed at realising each mine's geological endowment potential plus finding and defining high-quality ore bodies that will support the development of the next generation of mines. The regional exploration strategy is supported by a dedicated team of geologists with broad expertise that work with the site teams to ensure a fully integrated approach to target generation, prospectivity mapping and exploration stage gating. Projects are ranked based on defined selection criteria and either stopped or aggressively advanced to drive project churn and maximise return on exploration dollars.

Granny Smith has repeated last year's strong performance with another great year of delivery from both resource definition and exploration drill programmes at Wallaby. Significant increases in the Mineral Resource and Mineral Reserve of 1.2Moz (+24%) and 0.4Moz (+29%) respectively post depletion continue to underpin the LoM schedules. Exploration from underground (UG) drilling platforms continues to grow the Wallaby lodes (Zones 100 and 120) both laterally and at depth. A maiden Inferred Mineral Resource declared on Wallaby Zone 135 (770koz) further re-enforces the consistency of the Wallaby ore body at greater depths. Initial exploration drilling down to Zone 150 indicated consistency in the nature of the mineralised zones, which supports the positive outlook for the deposit at depth. Studies to assess additional mining fronts outside of Wallaby underground are progressing

with an improved geology and estimation model at Granny Smith (open pit (OP) and UG) supported by favourable drill results that will bolster the Goanna OP resource for a potential cutback and a second lode is being targeted at Granny Smith UG. Regional exploration across the tenement package is delivering excellent early stage results.

At St Ives, ongoing investment in exploration and project development is evidenced by a 13% increase in Mineral Reserves and 5% improvement in Mineral Resources post depletion. New discovery accounted for 464koz added to the Mineral Resource base, mainly from extensions to the Invincible Pit, Invincible UG, Invincible South and Neptune. Invincible OP has continued to perform well in 2016 and the footprint will be extended with the start of development for Invincible underground in 2017. The latter will facilitate further assessment of expansion opportunities into Invincible South, which this year reports a maiden Mineral Reserve of 875kt at 6.7g/t for 188koz. Emphasis is on securing future additional mining fronts and open pit opportunities in the Central Corridor/Playa area and these will be advanced in 2017, along with pre-resource opportunities at the Invincible Deep, Yacht Club and the Speedway Shear prospects. The palaeochannel gold project will undertake a scoping study in 2017 and will receive substantial investment, including scheduling 58,000m of aircore drilling and geophysical surveys to refine the geological modelling and resource block models. Although showing very significant multi-million ounce potential in the long run, alternative mining and processing methods will need to be adopted and regulatory approvals will be challenges to overcome.

Agnew reported a 19% decline in Mineral Resources due mainly to depletion plus detailed updates and reviews of the resource modelling, offsetting discovery at the Waroonga North and Fitzroy, Bengal and Hastings (FBH) ore bodies, all impacting in a 23% decline in Mineral Reserves post depletion. The mine has been transitioning mining fronts from the long established Kim ore body at

Highlights (continued)

Waroonga to FBH in the last two years and the planned establishment of mining at Waroonga North will offset declining production from Kim as it approaches maximum practical mining depths. Current tactical focus is centred on seeking shorter-term incremental opportunities to maintain mill feed while also pursuing major discoveries to provide take-over mining fronts in the future. Agnew's Mineral Resource base is 12.5Mt at 5.3g/t for 2.1Moz (37% Inferred) and the conversion ratio to Mineral Reserves is only 24%, representing the primary short-term opportunity for additional conversion. A dedicated project team has been established to systematically review all potential and define action plans, especially at prevailing spot gold prices, to leverage conversion opportunities in 2017. Strategically, expediting the full evaluation and definition of Waroonga North, as the next mining front, is a priority. This will be in conjunction with investment in extensional and brownfield exploration, which is pitched at sufficient levels to ensure momentum in realising site full potential within the context of the prevailing LoM time frame. Efforts will be concentrated on mine extensional exploration at Waroonga North, FBH lower, Kath lower and Kim South lower, while at New Holland (NH) prospects include Sheba South, Genesis 600 series, NH upper and Cinderella extensions. Brownfields efforts will target high-grade UG Waroonga North analogues and greenfields exploration of wider tenements in order to realise endowment potential and deliver new resources.

Darlot continues to strive for a breakeven one-year plan and is balancing near-term mine production and cash-flow with the assessment of exploration opportunities. Mine planning at Lord South Lower (LSL) is focused on maximising conversion of quality resource ounces as mining of that ore body nears completion. The new Centenary Depth Analogue (CDA) Oval area was delivered in 2016 but the ore body is thinner and of lower grade than initially modelled and follow-up infill and extensional drilling is planned to determine the full resource. To bolster reserves and contribute short to medium-term mill feed, multiple pillar areas have been reviewed and where value accretive, added to the 2017 mine plan. With the assistance of the regional exploration team, a multifaceted exploration platform has been developed

integrating all historical information with the latest prospectivity mapping and this has set a solid foundation for optimising all exploration activities going forward. Noteworthy developments are the generation of new structural and geochemical models, surface target ranking with the top 10 priorities identified and profiling options to realise value from the 3D seismic survey recently undertaken at Darlot. The emphasis here is on assessing near mine targets and the potential for a CDA, which is viewed as a potential replication of the ore body mined in the Centenary Deposit. In line with managing the Group portfolio and the evolving Western Australia (WA) asset base, to ensure the best balance, Gold Fields announced in Q1 2017 the decision to sell Darlot. Gold Fields acquired Darlot in 2013 and has extended the life beyond the initial six-month mine life at acquisition and has produced more than 228koz of gold during the past three years.

Gruyere is under first time reporting for Gold Fields as part of the Gruyere Project JV with Gold Road Resources. Mineral Resources and Mineral Reserves are reported as at the time of the JV deal and match the figures in the Gold Road November 2016 ASX announcement. Reported as 50% attributable, the GFI Mineral Resources are 76.8Mt at 1.34g/t for 3.3Moz gold and Mineral Reserves 45.8Mt at 1.2g/t for 1.8Moz gold. Mineral Resources are reported at 0.5 g/t cut‐off, constrained within an A$1,700/oz Au optimised pit shell. The total project open pit feasibility study, using a gold price of US$1,095/oz; (A$1,500/oz), resulted in a Mineral Reserve of 3.5Moz (50% attributable) respectively for a ~13-year LoM. Mineral Reserves are based on mining and processing parameters from the feasibility study and the relevant permitting has been obtained. The mine will be developed and operated under Gold Fields management and the JV committee. Initial capital spend is scheduled for plant and infrastructure construction, mine site administration and camp infrastructure construction and the open pit pre-strip of waste material to open up the ore body for mining. Initial mining of oxides in 2018-19 will include transitional and fresh ore in 2020 and will predominantly comprise fresh ore in 2021.

South Africa Region

Last year, South Deep committed to deliver a revised plan, termed the rebase plan, to the market by February 2017. Importantly, this 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, labour, ore handling, ventilation/refrigeration, backfill, water and power provisions required to support the production plan have been incorporated. 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 that can benefit from ongoing productivity enhancements and improvements to the operating cost base. Production capability modelling and simulation has assisted with validating key planning input parameters and has improved understanding of the integrated mining value chain and related interdependencies.

Steady state production of around 230ktpm and circa 500koz per annum is planned from 2022 in the Current Mine (CM) and the North of Wrench (NoW) areas. This target will be maintained for approximately 10 years and thereafter the output will decline from these areas. Steady state output will however be maintained through a build-up of mining from the SoW East and West areas.

Operating costs remain at circa R4.5bn per annum and after 2022 the all-in cost (AIC) remains below US$900/oz, in 2017 money terms.

It is important to note that the resource to reserve conversion in CM approximating 20% is materially different to that planned in the NoW/SoW area for a number of fundamental reasons. The historic apparent dip destress and general irregular geometry of the remaining ore blocks, make mining extraction less efficient in CM. This contrasts markedly with the rebase NoW mine design which employs high-profile horizontal destress with predominantly bulk mining extraction based on long-hole stoping. Compounding this are the extensive legacy mining voids in CM, which due to the present geotechnical rules and constraints, have made widespread areas 'unavailable' for mining, given current accepted extraction methods. A project to investigate mining methods to improve the current mine extraction in these areas is under way. However, in NoW, the planning 'canvas' is effectively clean and the mine design and extraction scheduling is materially improved with resource to reserve conversion planned at 60 to 70%, rates that are also applicable to SoW. The resultant Mineral Reserves plus mining extraction schedule have been externally audited and validated by Roscoe, Postle and Associates, RPA (Canada).

The Mineral Resource has reduced from 68.4Moz to 63.0Moz through application of a minimum mining width model, which has increased the vertical component from 1m to 5m, aligned to the new mining method. This procedure reduces the resource block model selectivity (increased tonnage at slightly lower grade), but has the effect of narrowing the underground resource to reserve grade gap from 2.56g/t to 1.71g/t. Mineral Resource blocks not meeting the minimum mining width constraints (5m x 5m x 5m vs 30m x 30m x 1m previously) have moved into the South Deep inventory model. The Mineral Reserves have remained stable at 217.6Mt at 5.3g/t for 37.3Moz (2015: 218.8Mt at 5.3g/t for 37.3Moz) and the LoM extends to 2095.

Highlights (continued)

West Africa Region

The Development Agreement (DA) was concluded between Gold Fields and the Government of Ghana for both the Tarkwa and Damang mines in Q1 2016. The highlights of the agreement include a reduction in the corporate tax rate from 35.0% to 32.5% effective 17 March 2016 and a change in the royalty rate from a flat 5% of revenue to a sliding scale royalty based on the gold price, effective 1 January 2017.

At Tarkwa Mineral Resources decreased by 4% (–0.3Moz) and Mineral Reserves reduced by 10% (–0.7Moz), mainly from a US$100/oz lower gold price and mined depletion. Despite the lower gold price negatively impacting the extent of the final pit shell geometries, the Mineral Reserve grade from open pits is stable year-on-year at 1.24g/t (1.25g/t 2015). The 60Mt of SHL ore at 0.4g/t for 771koz, which is scheduled for the end of LoM, remains value accretive, especially with the operating cost benefits delivered by the Genser gas power generation project, which is now commissioned. Maintenance of capital waste strip to secure a steady flow of high-grade ore to the carbon in leach (CIL) plant remains a priority at Teberebie, Akontansi and Pepe pits. On lease exploration is focused on targets proximal to existing mine infrastructure and includes prospecting for oxide ore sources, hydrothermal style mineralisation and additional palaeoplacer opportunities. The Kobada Hill prospect has emerged as an exciting hydrothermal style target with encouraging geology and structurally controlled mineralisation with good continuity. In addition to ongoing infill drilling and resource modelling, geotechnical, metallurgical and environmental test work will permit assessment of a potential starter pit in H2 2017. The Kottraverchy underground potential is also undergoing assessment to profile any suitable options to turn the underground extensions of the palaeoplacer ore body to account.

Damang witnessed a transformation year with the Damang Reinvestment Project (DRP) approved by Gold Fields ExCo and Board in October 2016. The DRP will ensure the operation secures a future that is value accretive to the Group portfolio and maintains strategic optionality, without which the mine faced an uncertain future. The transformation away from trying to stay cash positive by mining smaller, shorter life staged pits in the lower grade areas of the Damang ore body became an imperative. As a result, a comprehensive reassessment of the site's full potential was conducted in 2016 to identify the best option to take the mine forward to meet the Group's strategic targets. The review identified that the optimum plan would be to refocus mining on the highergrade core of the Main Damang ore body, where grades of >2g/t have been mined historically. However, an intensive waste strip was therefore required to expose the ore for consistent delivery to the mill and create flexibility in mining, which has eluded the mine since mining stopped in the main Damang pit in 2013. The DRP is instrumental in providing a platform for improved operational flexibility, mining efficiencies and head grades, all capable of returning Damang to a sustainable, long-life business model. An integral part of the study was to develop a Project Execution Plan (PEP) to track the critical path and key performance indicators (KPIs) of the project. The mining contractors have been mobilised on site, along with the required mining fleet early in 2017. In addition, completion of stage 1 of the Far East Tailing Storage Facility (FETSF) is scheduled for completion before 2017 year end. The impact of the DRP has been transformational in improving the overall resource to reserve conversion, with Mineral Resources increasing from 5.6Moz to 6.0Moz. Mineral Reserves have increased by 72% year-on-year from 1.0Moz to 1.7Moz and importantly the grade has improved by approximately 15% from 1.43g/t to 1.64g/t. The fully unconstrained option entailing a maximum cut-back to access all the DPCB2 resource ounces remains a future opportunity.

EXTERNAL AUDITORS' CERTIFICATES OF COMPLIANCE

Global presence

Americas Region

Cerro Corona mine in Peru – copper, gold, porphyry plus Salares Norte gold and silver project in Chile

Mineral Resources ❯

6.3Moz gold 43.8Moz silver and 815Mlb copper

Mineral Reserves ❯

1.3Moz gold and 456Mlb copper

Key

Mines Corporate Office ▲ Regional Offices Projects

West African Region

Tarkwa and Damang in Ghana – open pit gold mines

Mineral Resources ❯

15.1Moz gold

Mineral Reserves ❯ 7.8Moz gold

Project: Far Southeast, Philippines Gold and copper deposits

Mineral Resources ❯ 19.8Moz gold 9,921Mlb copper Australia Region

Far Southeast Perth St Ives Granny Smith Agnew Gruyere

St Ives, Granny Smith, Darlot and Agnew in Western Australia – open pit and underground mines, plus the Gruyere JV project

Mineral Resources ❯

15.5Moz gold

Mineral Reserves ❯

5.8Moz gold

South Africa Region

South Deep – underground gold mine

Mineral Resources ❯

63.0Moz gold

Mineral Reserves ❯ 37.3Moz gold

Project: Arctic Platinum, Finland – Platinum, palladium, gold, copper and nickel deposits

Mineral Resources ❯

0.8Moz gold 2.4Moz platinum 9.8Moz palladium 1,034Mlb copper 438Mlb nickel

Group Mineral Resource and Mineral Reserve Overview

All numbers are net of 12 months depletion since the December 2015 statement, with the previously declared numbers shown in brackets. Gruyere and Salares Norte have been included in the Australia and Americas regions respectively. The Measured and Indicated Mineral Resources are stated inclusive of Mineral Reserves.

• » The total attributable gold Mineral Resources, excluding growth projects (FSE and APP), are 85.7Moz (90.2Moz) and the Mineral Reserves are 46.4Moz (46.1Moz), net of 2.2Moz depletion. Total attributable copper Mineral Resources, excluding growth projects, are 811Mlb (910Mlb) and Mineral Reserves are 454Mlb (532Mlb)

• » Attributable gold Mineral Resources, including growth projects, are 101.5Moz (102.2Moz), while attributable copper Mineral Resources, including growth projects, are 5,813Mlb (5,912Mlb)

• » Management and industry leading external consultants progressed well with the South Deep rebase plan and several opportunities for improvements have been highlighted. Consequently, South Deep's own technical abilities were strengthened while developing a high confidence mine plan from first principles. The plan is aimed at laying foundations for long-term success

  • The ongoing mine design together with infrastructure going forward is being revised and refined for increased efficiency. These improvements will lay the foundation for longterm sustainable gold production, underlain by a strong continuous business improvement strategy
  • The Geotechnical Review Board (GRB) is entrenched and their guidance is critical to mining and support practices at South Deep

• The rebase plan forms the basis for the December 2016 Mineral Resource and Mineral Reserve declaration of 63.0Moz and 37.3Moz respectively

• » The Ghanaian operation's Mineral Resources stayed stable at 15.1Moz, while the Mineral Reserves marginally increased from 7.7Moz to 7.8Moz, after the approval of the DRP and taking account of mining depletion (0.8Moz)

• » The Australia region Mineral Resource increased by a further 4.2Moz to 15.5Moz and the Mineral Reserves increased by 2.2Moz to 5.8Moz, despite mining depletion of 1.0Moz. Key contributors were the acquisition of the Gruyere asset and outstanding performances in Mineral Resource and Mineral Reserve replenishment at Granny Smith

• » The Americas region gold Mineral Reserve decreased from 1.5Moz to 1.3Moz and the copper Mineral Reserve from 534Mlb to 456Mlb, primarily due to depletion. The region sees a marginal increase in gold Mineral Resources from 6.1Moz to 6.3Moz, mostly due the inclusion of Salares Norte, which itself experienced an overall increase and has also seen a material upgrade in resource classification based on the updated models resulting from additional drilling

• » The Mineral Resources for the Arctic Platinum and Far Southeast projects have remained unchanged year-on-year

Corporate Governance

REPORTING CODE AND CODE OF PRACTICE

This supplement to the Annual Report outlines the declared Mineral Resources and Mineral Reserves at each of Gold Fields' business regions, including individual operating mines and its growth projects, as at 31 December 2016.

The Group's December 2016 Mineral Resource and Mineral Reserve Statement is in accordance with the requirements of the South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves (the SAMREC Code, 2016 edition), the South

African Code for the Reporting of Mineral Asset Valuation (2016 SAMVAL Code) and Industry Guide 7 for reporting on the United States Securities and Exchange Commission (SEC). The SAMREC Code covers public reporting and information that is prepared for investors or potential investors and their advisers, as well as other interested parties.

Reporting is also in accordance with section 12 of the JSE Listings Requirements and takes cognisance of other relevant international codes where geographically applicable, such as the Australian JORC Code

(the Gruyere acquisition figures are quoted in terms of JORC) and the Canadian National Instrument (NI) 43-101. The definitions contained in the SAMREC Code are either identical to, or not materially different from, international codes. The relationships between Mineral Resources and Mineral Reserves are depicted below in the SAMREC classification diagram. Technical and operating procedures are designed to be compliant with the Sarbanes-Oxley Act framework as adopted by GFI for Mineral Resource and Mineral Reserve estimation, auditing and reporting.

Consideration of mining, metallurgical, processing, infrastructural, economic, marketing, legal, environmental, social and governmental factors (the "modifying" factors)

Reporting is in accordance with 2016 SAMREC and section 12 of the JSE Listings Requirements and takes cognisance of other relevant international codes where geographically applicable.

Corporate Governance (continued)

This supplement aims to ensure materiality and transparency in disclosure and provides all the relevant information that investors and their professional advisers would reasonably require to make a reasoned and balanced judgement on the Group's Mineral Resources and Mineral Reserves.

The SEC permits mining companies, in their filings with the commission, to disclose only those Mineral Reserves that a company can economically and legally extract or produce. In accordance with the SEC guidelines, companies are not permitted to report Mineral Resources in their Form 20-F submissions. However, certain terms referring to Mineral Resources are used in this report, such as 'Measured, Indicated and Inferred Mineral Resources'. Consequently, US investors are urged to consider closely the disclosure in our Form 20-F.

This statement further compares to the previous public declaration made in the Gold Fields Annual Review and Supplement, dated 31 December 2015 and therefore encompasses a 12-month mined depletion period. The December 2016 declaration aims to report on Mineral Resources and Mineral Reserves information that is rated as important for disclosure and it reflects a level of detail required for completeness, transparency and materiality in reporting. Gold Fields' Mineral Resources and Mineral Reserves are reviewed and audited on an ongoing basis by an internal Competent Person team and cyclically by external independent experts. Formal reviews and audits are conducted on all operations and projects as part of the annual planning cycle, as follows:

• » Ongoing technical and economic review
• » Annual executive regional review
• » Regular external and internal reviews
• » Annual Group executive review

In 2016, the following operations were subject to external review in line with the Gold Fields policy that each operation or material project will be reviewed by an independent expert third party on average once every three years:

• » South Deep Mineral Resource by Shango Solutions – RSA (Geology) and Optiro – Australia (Resource estimation) and Mineral Reserve by Roscoe, Postle and Associates, RPA (Canada)
• » Cerro Corona Mineral Reserve by AMC (Canada); AMEC conducted the Mineral Resource review in 2015

Certificates of sign-off have been received from all companies that conducted the external reviews, which state that the Mineral Resource and/or Mineral Reserve have been stated in accordance with the SAMREC Code. The DRP was completed with the assistance of AMC (Australia), in conjunction with support provided by SRK Consulting (Australia), Optiro and RGS Consulting, who provided technical assurance regarding the ore body and Mineral Resource. Importantly, third-party audits are also configured to assist with continuous improvement to maintain momentum regarding ongoing business enhancements.

Gold Fields has developed an Integrated Combined Assurance Guideline based on the requirements of the King IV Code on Corporate Governance. The purpose of integrated combined assurance is to effectively coordinate the efforts of the board, management, internal and external assurance providers for increased collaboration in evaluating the adequacy and effectiveness of controls for mitigating strategies in place to lower the level of risk. The Enterprise Risk Management process (ERM), Internal Audit Plan and the Group Compliance Framework are integrated to provide an analysis of all assurance activities in the Group. This tool is used to facilitate, control and monitor material risks that could impact the Mineral Resource and Mineral Reserve, directing appropriate risk management and mitigation plans.

COMPETENT PERSONS

The Competent Persons (CPs) designated in terms of SAMREC, who take responsibility for the reporting of Gold Fields' Mineral Resources and Mineral Reserves are the respective operation-based Mineral Resource Managers, Technical Managers and relevant Project Managers, as listed in the respective sections. The CPs have sufficient experience relative to the type and style of mineral deposit under consideration and, unless otherwise stated, are full-time employees of Gold Fields. Corporate governance on the overall regulatory compliance of these figures has been overseen and consolidated by the Gold Fields CP, Tim Rowland, supported by the corporate CP team. CP consent is hereby given to the disclosure of this Mineral Resource and Mineral Reserve Statement.

Corporate Governance on the overall compliance of these figures and responsibility for the generation of a consolidated statement has been overseen by the respective corporate CPs listed below:

COMPETENT PERSON	TITLE	QUALIFICATION
Tim Rowland 1, 4Number 400122/00	Vice-President: GroupMineral ResourceManagement and MinePlanning	BSc (Hons) Geology; MScMineral Exploration; GDEMining Engineering; Pr Sci Nat,FSAIMM (702861); FGSSA;GASA	30
Richard Butcher 3CEng registration number –438305AuSIMM 211182	Executive Vice-Presidentand Head of GroupTechnical Services	MSc Mining Engineering,CEng, FAusIMM (CP),MIMMM, MSAIMM	36
Peter Andrews 3AusIMM (CP) 302255	Vice-President: GroupHead of Geotechnical	BSc (Honours) Geology andGeophysics; MEngSci(Geomechanics); MAusIMM	20
Kate Sommerville 3AusIMM 110684	Vice-President: Mining	BEng (Geological); GradDip(Mining); MBA;FAusIMM (CP); GAICD	24
Danny Hillier 3AusIMM No. 227106	Vice-President and GroupHead of Metallurgy	Ba. Eng. (Chemical)FAusIMM CP (Metallurgy)	26
Winfred Assibey-Bonsu 1, 3Number 400112/00	Group Geostatistician andEvaluator	BSc (Mining); PhD (Eng); EDPWits Business School;MSAIMM (700632)	30
Heinrich Schnetler 2PMS 0105	Manager: MRM	NHD (Mine Survey); GDE(Mining Engineering); MSCC	40

1 Registered SACNASP members

2 Registered PLATO/IMSSA members

3 Registered AusIMM members

4 Registered SAIMM members

Corporate Governance (continued)

ASSESSMENT AND REPORTING CRITERIA

The assessment and reporting criteria as outlined in the SAMREC Code (2016 Edition) have been used in the preparation of an internal Competent Person Report (CPR) for each operating asset and major growth project, from which the numbers stated in this report were drawn. The CPR principally comprises a technical review of the Mineral Resources and Mineral Reserves, together with a technoeconomic appraisal of the relevant mining, processing assets and LoM plan. Each item under Table 1 of the code has been considered using the 'if not, why not' principle and any

material year-on-year variance is explained in this document. This supplement is in effect a detailed summary of all the individual CPRs as submitted and kept on record. The Competent Persons designated in terms of SAMREC, who assume responsibility for the reporting of Mineral Resources and Mineral Reserves, are the respective operation-based Mineral Resource Managers, Technical Managers and relevant Project Managers. The Competent Persons have sufficient experience regarding the type and style of mineral deposit under consideration and, unless otherwise stated, are full-time employees of GFI.

The following commodity prices were used for the Mineral Reserve declaration: US$1,200/oz for gold and a sliding scale of US$2.3/lb for 2017, US$2.5/lb for 2018/9 and US$2.8/lb from 2020 onwards for copper, which is in accordance with the SEC guidelines, as the three-year trailing average to December 2016 was US$1,225/oz. The strategic positioning of the operations to be cash generative at gold prices periodically trading lower, is central to the phasing of the LoM plans. The December Mineral Resource prices have a premium of ~15% over the Mineral Reserve prices.

The following prices were used as a basis for estimation in the December 2016 Mineral Resource and Mineral Reserve declaration:

		31 December 2016		31 December 2015
CommodityUnit		Reserve	Resource		Resource
	US$/oz	1,200	1,400	1,200 to 1,300	1,500
Gold	A$/oz	1,600	1,850	1,500 to 1,550	1,750
	ZAR/kg	550,000	650,000	500,000	550,000
	US$/tonne	5,070 to 6,170	7,050	5,950 to 6,610	7,720
Copper	US$/lb	2.3 to 2.8	3.2	2.7 to 3.0	3.5
Silver	A$/oz		20

The following exchange rates were used for planning purposes, with the comparative rates used in 2015:

Exchange rate	ZAR/US$	US$/A$
December 2016	14.26 to 14.44	0.75 to 0.76
December 2015	11.96 to 12.96	0.80 to 0.84

Note: See individual growth projects for respective metal prices used.

Mineral Resource tonnages and grades are estimated in situ over a minimum mining width, and may include mineralisation below the selected cut-off grade to ensure that the Mineral Resources comprise practical mining blocks of adequate size and continuity. Measured and Indicated Mineral Resources are reported inclusive of those Mineral Resources modified to produce Mineral Reserves. Mineral Resources are estimates, being dependent on interpretation of limited information about the location, shape, and continuity of the occurrence and available sampling results. As the understanding of the ore body improves and the methods and modifying factors that determine its

extraction criteria gain increased resolution, the estimates may also change and the Mineral Resource and Mineral Reserve data modified accordingly.

Mineral Reserves are that portion of the Mineral Resource, which technical and economic studies have demonstrated, can justify extraction at the time of disclosure (to a minimum of a pre-feasibility study level). Estimates of tonnages and grades quoted as Mineral Reserves include allowances for all mining dilution, all other mining factors (modifying factors) and are consequently reported as net tonnes and grades delivered to the mill.

The cut-off grade

Mineral Resource cut-off grades, or net smelter return (NSR) grades in the case of multiple metal deposits, are generally used to constrain the ore body and geometrically define the Resource. In mine planning, mining cut-off or NSR grades are used to optimise the mineralised product selected to be mined and treated to deliver an acceptable economic return. In the GFA underground operations, further "area economic analysis" is done on top of the break-even cut-off analysis.

Exceptions occur and incremental cut-offs can be applied when the operation is mining constrained, ie the mill is not fully utilised and some marginal material can be mined and treated, benefiting the metal output, unit cost, overall cash-flow and utilisation of existing infrastructure. Alternatively, an operation could be real estate constrained, such as in the case of Cerro Corona and variable NSRs are applied ensuring that the best quality ore is mined, thereby making the best use of the TSF and WSF constraints

Additional key criteria are as follows:

• » The LoM plan is underpinned by a full mine design and production schedule using appropriate proprietary software. Of importance is the utilisation of historically achieved data to inform productivity and processing rates, modifying factors and operating costs. The resultant LoM plans are NPV positive

• » The Group's underground Mineral Reserves are classified as being above existing infrastructure. This is in line with international practice, where reserves are continually accessed via ramps for which the planned expenditure has been provided for in the LoM

• » Although all permitting may not be finalised, there is no reason to expect that these will not be granted based on existing processes and protocols. However, the duration taken for final approval may impact the production schedules

• » Open pit Mineral Resources are confined to pit shells that are defined by the price, costs and relevant modifying factors used for their estimates. These pit shells are used to constrain the mineralisation to that which is economically and practically extractable under assumed economic conditions

• » Underground Mineral Resources are typically confined using Mineable Shape Optimiser (MSO), which assists with generating optimised stope designs to maximise the volume of recovered ore within the given ore body and design constraints, including minimum mining widths and mining cut-off grades

• » All regions and operations have documented the assumptions, inputs and modifying factors that underpin the LoM plans, which are supported by mine designs and schedules

• » Mineral Reserve parameters for the Australia region vary on a mining project-by-project basis and reflect particular cost structures and technical assumptions derived from actual production history, pre-feasibility/feasibility work and macro area economic assessment

• » Due to the limited extent of the Cerro Corona mining right area, Mineral Resources are limited by the current capacity of the waste storage facility (WSF), while the Mineral Reserves are constrained by the present capacity of the tailings storage facility (TSF). In a multiple commodity deposit such as Cerro Corona, the net smelter return (NSR) cut-off calculation takes account of all cost and technical parameters

• » Mineral Reserves for West Africa are estimated using mine designs generated according to industrystandard mine optimisation methods, current cost structures and technical assumptions derived from actual production history and pre-feasibility/feasibility studies

• » Caution should be exercised when interpreting the grade-tonnage curves provided within this report. The ability to high-grade (selectively mine) the deposits may be precluded by the deposit geometry, mining method and the need for practical development of the ore body

• » Operations are entitled to mine all declared material located within their respective mineral rights and/ or mining rights, and all necessary statutory mining authorisations and permits are in place or have reasonable expectation of being granted

• » Power and utility cost escalation and fuel prices have been factored into all financial models

• » Estimated closure plan and rehabilitation costs have been included in all financial models

• » All financial models are based on existing tax laws as at 31 December 2016

• » This supplement (this report) contains information as at 31 December 2016 (the effective date of this report). The statements and information set out in this report pertain only to the effective date of this report. Shareholders and other interested and affected parties are therefore urged to review all public disclosures made by Gold Fields after the effective date of this report, as some of the information contained in the report may have changed or been updated. Gold Fields does not undertake any obligation to update publicly or release any revisions to statements and information set out in this report. Neither is it obligated to reflect events or circumstances after the effective date of this report or to reflect the occurrence of unanticipated events, unless obliged to do so pursuant to law or regulation. In such event, Gold Fields does not undertake to refer back to any information contained in this report.

The Group has proven expertise in exploration, resource modelling, mine planning and reconciliation methodologies for surface, shallow and deep to ultra-deep mining operations. It constantly reviews and considers the application of international leading practices in Mineral Resource Management at all its operations and projects.

GOLD FIELDS LIMITED MINERAL RESOURCE AND MINERAL RESERVE STATEMENT Mineral resource headline numbers**1**

	Managed Mineral Resources				Attributable ounces
	31 December 2016		31 December 2015			Dec2016	Dec2015
	Tonnes	Grade	Au	Tonnes	Grade	Au
Gold only	(Mt)	(g/t)	(Moz)	(Mt)	(g/t)	(Moz)	Gold (Moz)
Total regions2	955.4	3.25	99.8	883.4	3.55	101.0	92.8	93.5
Total projects3	1,100.2	0.58	20.6	1,100.2	0.58	20.6	8.7	8.7
Total operating mines andprojects	2,055.6	1.82	120.4	1,983.5	1.91	121.6	101.5	102.2

Operational summary**1**

	Managed Mineral Resources					Attributable ounces
		31 December 2016			31 December 2015		Dec2016	Dec2015
	Tonnes	Grade	Gold	Tonnes	Grade	Gold	Mineral Resource
Gold	(Mt)	(g/t)	(koz)	(Mt)	(g/t)	(koz)	(koz)
Australia region
Agnew	12.5	5.31	2,142	16.3	5.05	2,656	2,142	2,656
Darlot	1.2	5.97	224	1.2	6.51	260	224	260
Granny Smith	35.2	5.76	6,520	30.4	5.40	5,279	6,520	5,279
St Ives	30.1	3.40	3,297	29.1	3.35	3,141	3,297	3,141
Gruyere	76.8	1.34	3,307	—	—	—	3,307	—
Total Australia region	155.9	3.09	15,490	77.1	4.57	11,336	15,490	11,336
South Africa region
South Deep	340.0	5.76	62,971	331.8	6.41	68,436	57,483	62,503
Total South Africa region	340.0	5.76	62,971	331.8	6.41	68,436	57,483	62,503
Americas region
Peru operation
Cerro Corona	97.6	0.79	2,468	109.2	0.79	2,777	2,456	2,764
Salares Norte	25.6	4.60	3,794	26.8	3.88	3,347	3,794	3,347
Total Americas region	123.2	1.58	6,262	136.0	1.40	6,124	6,250	6,111
Ghanaian region
Damang	84.7	2.19	5,978	79.6	2.20	5,625	5,380	5,063
Tarkwa – Open Pits	183.2	1.38	8,116	192.2	1.38	8,511	7,304	7,660
Tarkwa – Stockpiles	68.4	0.44	978	66.6	0.43	924	880	832
Total West Africa region	336.4	1.39	15,071	338.4	1.38	15,060	13,564	13,554
Gold only
GFI operations – TotalGold	955.4	3.25	99,795	883.4	3.54	100,956	92,788	93,504

	Managed Mineral Resources						Attributable ounces
	31 Dec 2016		31 Dec 2015		Dec2016	Dec2015
Americas region	Tonnes	Grade	Copper	Tonnes	Grade	Copper	Attributable Copper
Copper	(Mt)	(% Cu)	(Mlbs)	(Mt)	(% Cu)	(Mlbs)	(Mlbs)
Cerro Corona (Cu) only	90.5	0.41	815	102.0	0.41	914	811	910
Americas region	Tonnes	Grade	Silver	Tonnes	Grade	Silver	Attributable Silver
Silver	(Mt)	(g/t)	(koz)	(Mt)	(g/t)	(koz)	(koz)
Salares Norte (Ag) only	25.6	53.1	43,761	26.8	48.9	42,130	43,761	42,130

1 Managed unless otherwise stated

2 Gruyere and Salares Norte included in the Australia and Americas regions respectively

3 Projects = FSE and APP only

Mineral reserve headline numbers1

	Managed Mineral Reserves					Attributable ounces
						31	31
							December	December
		31 December 2016		31 December 2015		2016	2015
	Tonnes	Grade	Au	Tonnes	Grade	Au	Gold
Gold only	(Mt)	(g/t)	(Moz)	(Mt)	(g/t)	(Moz)	(Moz)
Total operating minesand projects2	572.2	2.83	52.1	532.6	2.92	50.1	48.1	46.1

Operational summary1

	Managed Mineral Reserves					Attributable ounces
		31 December 2016			31 December 2015		31December2016	31December2015
	Tonnes	Grade	Gold	Tonnes	Grade	Gold	Mineral Reserve
Gold	(Mt)	(g/t)	(koz)	(Mt)	(g/t)	(koz)	(koz)
Australia region
Agnew	3.0	5.39	515	3.4	6.16	670	515	670
Darlot	0.5	3.84	56	0.2	5.63	34	56	34
Granny Smith	9.9	5.30	1,693	7.0	5.86	1,310	1,693	1,310
St Ives	21.5	2.52	1,740	17.6	2.72	1,542	1,740	1,542
Gruyere	45.8	1.20	1.760				1,760
Total Australia region	80.7	2.22	5,764	28.1	3.93	3,555	5,764	3,555
South Africa region
South Deep	217.6	5.34	37,324	218.8	5.30	37,257	34,072	34,027
Total South Africa region	217.6	5.34	37,324	218.8	5.30	37,257	34,072	34,027
Americas region
Cerro Corona	46.1	0.88	1,302	53.1	0.90	1,543	1,296	1,535
Total Americas region	46.1	0.88	1,302	53.1	0.90	1,543	1,296	1,535
Ghanaian region
Damang	31.8	1.64	1,674	21.2	1.43	973	1,506	876
Tarkwa Open Pits	127.7	1.24	5,104	144.8	1.25	5,822	4,594	5,240
Tarkwa Stockpiles	68.4	0.44	978	66.6	0.43	924	880	832
Total West Africa region	227.9	1.06	7,755	232.6	1.03	7,719	6,980	6,947
								—
GFI operations– Total gold	572.2	2.83	52,146	532.6	2.92	50,073	48,112	46,064

	Managed Mineral Reserves				Attributable ounces
							31	31
							December	December
		31 December 2016			31 December 2015		2016	2015
(PERU) – Cerro Corona	Tonnes	Grade	Copper	Tonnes	Grade	Copper	Attributable Copper
Copper	(Mt)	(% Cu)	(Mlbs)	(Mt)	(% Cu)	(Mlbs)	(Mlbs)
Copper (Cu) only	46.1	0.45	456	53.1	0.46	534	454	532

1 Managed unless otherwise stated

2 Gruyere included in the Australia region

Assessment and reporting criteria (continued)

The charts above depict the Group's comparative (2016 vs 2015) managed gold Mineral Resource and Mineral Reserve ounces split by region and growth projects.

• » The projects (APP and FSE) account for 17% of the total 2016 gold Mineral Resource base
• » The production profile in 2016 was derived from Ghana (~32%), Australia (~43%), South America (~12% including copper as Au-equivalents) and South Africa (~13%)
• » The 2016 figures are net of 2.2Moz gold production depletion

ANNUAL CHANGE IN GOLD MINERAL RESOURCES AND MINERAL RESERVES

The tables below depict the annual movements in the Mineral Resources and Mineral Reserves.

Ranked Gold Managed Resources (Moz)

			Cerro			Granny		South
Operations	Darlot	Agnew	Corona	St Ives	Damang	Smith	Tarkwa	Deep
Dec-16	0.22	2.14	2.47	3.30	5.98	6.52	9.09	62.97
Dec-15	0.26	2.66	2.78	3.14	5.63	5.28	9.43	68.44
Variance	(0.04)	(0.52)	(0.31)	0.16	0.35	1.24	(0.34)	(5.47)

			Salares
Projects	APP	Gruyere	Norte	FSE
Dec-16	0.79	3.31	3.79	19.80
Dec-15	0.79	—	3.35	19.80
Variance	—	3.31	0.44	—

Copper – Operations only (Mlb) Silver – Salares Norte (Moz)

Cerro Corona	Resource	Reserve	Salares Norte	Resource
Dec-16	815	456	Dec-16	43.76
Dec-15	914	534	Dec-15	42.13
Variance	(99)	(78)	Variance	1.63

Key year-on-year changes in Mineral Resources were mainly driven by mining depletion. Other notable changes include:

• » Cerro Corona Geological and geotechnical model updates plus NSR strategy
• » Agnew Infill drilling and remodelling at Upper New Holland, Main, Rajah, Sheba, Hidden Secret and Cinderella
• » Darlot Discovery and extensions at CDA oval area plus infill drilling
• » Granny Smith Exploration success and conversion with maiden Mineral Resource from Zone 135
• » St Ives Discovery mainly at Invincible South, Invincible underground (UG), Neptune, Justice and Hamlet » South Deep – Application of minimum mining width constraint (MSO) 5m x 5m x 5m. Additional sterilised ounces
• excluded based on geotechnical constraints » Damang – Resource model update of Damang complex and change from Revenue Factor 0.80 shell to Revenue Factor 0.90 shell year-on-year
• » Tarkwa Decrease in gold price, partially offset by steeper slope angles and minor resource model adjustments

Refer to the operational section for detailed waterfall chart

Assessment and reporting criteria (continued)

			Cerro		Granny			South
Operations	Darlot	Agnew	Corona	Damang	Smith	St Ives	Tarkwa	Deep
Dec-16	0.06	0.52	1.30	1.67	1.69	1.74	6.08	37.32
Dec-15	0.03	0.67	1.54	0.97	1.31	1.54	6.75	37.26
Variance	0.03	(0.15)	(0.24)	0.70	0.38	0.20	(0.67)	0.06
Projects								Gruyere
Dec-16								1.76
Dec-15								—
Variance								1.76

Ranked Gold Managed Reserves (Moz)

Key year-on-year changes in Mineral Reserves were driven by mining depletion. Other notable changes include:

• » Cerro Corona Minor impact from resource modelling plus NSR strategy
• » Agnew Increasing costs and reductions from resource model updates
• » Darlot Infill drilling and conversion with growth at Lords South Lower extensions and CDA Oval
• » Granny Smith Exploration success and conversion
• » St Ives Discovery and conversion at Invincible South, Invincible UG, Hamlet, Invincible Pit and Neptune
• » South Deep Additional areas included (90-1aW, plus 2 corridors SoW-W), offset by adjustments to modifying factors (dilution and ore losses) and tail end management
• » Damang Damang and Amoanda cut backs included in reinvestment study. Rex and Huni pits excluded pending more drilling and model updates. Positive contribution from Genser and DA savings
• » Tarkwa Lower gold price. Positive contribution from Genser and DA savings. Steeper slope angles

Refer to the operational section for detailed reconciliation waterfall chart

On-Lease Exploration, Resource Classification, Quality Assurance and Quality Control (QA/QC)

ON-LEASE EXPLORATION

Gold Fields believes that 'on-lease' brownfield exploration offers the best route to low-cost, low-risk growth in well-understood jurisdictions that can generate cash in the medium term. The on-lease exploration for the 12 months to December 2016 again centred heavily on the Australia region. This is driven primarily by the orogenic nature of the ore bodies underpinning the assets in the Western Australian Yilgarn region, which require a tailored approach to strategic, business and LoM Resource and Reserve planning. The brownfield exploration strategy and funding is justified by assessment of the following criteria:

» Business imperative to replace and grow production ounces with improving quality

• » Perspective on mineral endowment, remaining exploration space, prospectivity and current targets related to discovery potential

• » Maturity of the exploration completed across the full tenement package

• » Projected go-forward cost of Mineral Resource and Mineral Reserve generation per ounce

• » Status of the project pipeline and the fit between new discovery, project development and mine commissioning, in the context of the Business Plan and the time lags inherent to these stages

• » Suitable mix of funding between brownfield and resource extension work

• » Funding affordability for exploration based on the asset's AISC/oz and capital expenditure profile

• » The Group has systems and protocols in place that ensure data integrity underpins Mineral Resources and Mineral Reserves. These include data validation and authorisation, use of standards and blanks with accredited laboratories, and also database safety and security, as per SAMREC standards and protocols

In 2016, Gold Fields raised its on-lease exploration expenditure at the Australian operations from US$68.1m to US$76.3m in pursuit of this strategy and the metres drilled increased from 617,141m to 661,365m.

Emphasis at all mine sites is to ensure that the Mineral Reserve replacement and expansion pipeline is maintained, and that the conversion of Mineral Resources to Mineral Reserves is timely and is leveraged to maintain production profiles and cash-flow projections.

Metres drilled increased in the Ghana region from 19,825m to 30,560m, while expenditure declined from US$3.7m to US$3.1m, with Damang focusing on infill drilling and extensions to known targets to improve confidence in the reinvestment plan and offset mining depletion. Tarkwa continued to explore parts of the concession that previously had limited exploration, notably hydrothermal targets in proximity to existing mine infrastructure.

On-lease exploration metres drilled and expenditure for the 12-month period ended 31 December 2016 is summarised below with the December 2015 expenditure included for comparison:

EXPLORATION DRILLING AND EXPENDITURE

		December 2016	December 2015
Region	Metresdrilled	ZAR(millions)	A$(millions)	US$(millions)	Metresdrilled	US$(millions)
Australia	661,365		102.312	76.273	617,141	68.092
South Africa	2,602	5.58		0.380	1,800	0.376
Americas	—			—	—	—
West Africa	30,560			3.143	19,825	3.731
Total Gold Fields	694,527	5.58	102.312	79.795	638,766	72.200

On-Lease Exploration, Resource Classification, Quality Assurance and Quality Control (QA/QC) (continued)

MINERAL RESOURCE CLASSIFICATION

Mineral Resource classification is a function of the confidence in the whole resource estimation process ranging from geophysics, drilling, sampling, geological understanding/ continuity and geostatistical relationships (including grade continuity) through to derivation of the final resource block model.

The following aspects or parameters are included during Gold Fields' assessment of Mineral Resource classification:

• » Sampling quality assurance and quality control (QA/QC)
• » Geological confidence
• » Grade continuity/variance
• » Drill hole (sample) spacing
• » Quantitative geostatistical parameters

Mineral Resource classification is characteristically based on geological understanding and drill spacing, but other elements including search volume factor, kriging efficiency, regression slope, structural and grade domain characteristics, ore body geometry and support, and underground development mapping and sampling are also considered when relevant.

Drill hole spacing is a quantifiable measure to assist with managing an appropriate level of consistency across the Group concerning resource classification, notwithstanding the need to always assess each ore body on a standalone basis. Monitoring the reconciliation performance between the resource model, grade control model, 'As Mined' and the 'Processing Plant' output metrics is regarded as an important QA/QC step and is monitored quarterly.

It is important to note the following:

• » The drill grid geometries tabulated below are indicative and are adjusted when necessary to account for geological complexity, geological and grade continuity, ore body dip and strike and mining history
• » Measured Mineral Resources are supplemented by pit floor or underground development face mapping and underground sampling
• » Stockpile tonnage and grade estimates are based on trucking records and sample grades collected during the mine life and are therefore normally considered accurate enough to classify as Measured resources. Active pit stockpiles are surveyed every month and necessary adjustments are made for end of month reporting. Run-of-mine (RoM) stockpile tonnages are reconciled to survey volumes in every quarter

GENERIC DRILL GRID SPACINGS PER ASSET TO SUPPORT MINERAL RESOURCE CLASSIFICATION

Mine	Open Pit	Underground
Agnew
Measured	10m x 5m or 10m x 10m	20m x 20m to 25m x 25m
Indicated	20m x 20m to 40m x 40m	20m x 20m to 40m x 40m
Inferred	40m x 40m to 80m x 80m	40m x 40m to 80m x 80m
Granny Smith
Measured	10m x 5m or 10m x 10m	Less than 20m x 20m
Indicated	20m x 20m to 50m x 50m	20m x 20m to 50m x 50m
Inferred	50m x 50m to 100m x 100m	50m x 50m to 100m x 100m
St Ives
Measured	10m x 5m to 10m x 10m	15m x 15m to 20m x 20m
Indicated	20m x 20m to 40m x 40m	40m x 40m to 40m x 80m
Inferred	40m x 40m to 110m x 110m	40m x 40m to 110m x 110m
Darlot
Measured	—	20m x 20m to 25m x 25m
Indicated	—	20m x 20m to 40m x 40m
Inferred	—	40m x 40m to 60m x 60m
Cerro Corona
Measured	5.5m x 4.8m to 20m x 20m	—
Indicated	40m x 40m to 60m x 60m	—
Inferred	60m x 60m to 100m x 100m	—
South Deep
Measured	0	30m x 30m to 50m x 50m
Indicated	0	>50m x 50m to <500m x 500m
Inferred	0	>500m x 500m
Tarkwa
Measured	25m x 25m	—
Indicated	200m on strike 100m on dip	—
Inferred	400m on strike 200m on dip	—
Damang
Measured	5m x 8m to 20m x 20m	—
Indicated	40m x 40m to 80m x 80m	—
Inferred	40m x 40m to 100m x 100m	—
Salares Norte
Measured	—	—
Indicated	<30m x 30m	—
Inferred	30m x 30m to 100m x 100m	—

QUALITY ASSURANCE AND QUALITY CONTROL

In accordance with the SAMREC Code, a comprehensive quality assurance and quality control (QA/QC) protocol is in place at all the Gold Fields operations and projects. It draws on industry leading practice for data acquisition and utilises national standards authority accredited laboratories (eg South African National Accreditation System (SANAS) in South Africa), which are regularly reviewed both internally and externally. Analytical QA/QC is maintained and monitored through the submission of blanks, certified reference material and duplicates, plus umpire laboratory checks.

Americas Region

Cerro Corona – Peru

Mineral Resources 2.5Moz gold and 815Mlb copper

Mineral Reserves

1.3Moz gold and 456Mlb copper

• » Solid platform for growth within the region
• » Plant productivity increased to 832tph
• » Important cost saving and productivity initiatives were implemented in key operating areas
• » Total AIC/oz amounted to US$499/oz in 2016
• » LoM extends to 2023 (seven years)
• » 99.53% attributable to Gold Fields

Project:

Salares Norte – Chile Mineral Resources 3.8Moz gold and 43.8Moz silver 100% attributable to Gold Fields

Cerro Corona continues to assess LoM extension opportunities and Salares Norte finalises the pre-feasibility study in 2017

Operational profile (Cerro Corona)
Mining method	Open pit
Infrastructure	One open pit. One standard sulphide flotationplant with a capacity of 6.7Mtpa
Mineralisation style	Porphyry (Cu-Au)
Mineralisationcharacteristics	i.Mineralisation hosted by a sub-verticalcylindrical shaped diorite porphyryii.Copper-gold mineralisation conforms toclassic porphyry vein definitioniii. Mineralisation zones discontinuous withmid-range predictability

REGIONAL OVERVIEW

The Cerro Corona mine is located in northern Peru on the eastern slope of the western mountain range of the Andes. The copper-gold deposit exhibits a typical porphyry style of mineralisation and is situated within the Hualgayoc mining district in the northern part of the Cajamarca province. This metallogenic province hosts prolific epithermal-, porphyryand polymetallic-style mineralisation. The mining area is characterised by moderate to reasonably steep mountainous terrain with elevations ranging from approximately 3,600m to 4,000m above mean sea level.

Regional Geology

The Cerro Corona copper-gold porphyry is one of 14 known tertiary aged porphyry Cu-Au-Mo deposits and 19 epithermal Au-Ag deposits located in the Cajamarca metallogenic province (CMP) of northern Peru. There are two well-mineralised districts within the CMP. These are the Yanacocha district in the south of the province, which is host to what once was the largest producing gold mine in South America. The other is the Hualgayoc mining district in the north, which is one of the oldest mining districts in Peru and is best known for its

historic silver production and more recent base metal production.

This well-known district has been an important silver producing area since Inca times, with more than 50Moz of silver and significant amounts of lead, zinc and copper produced from vein and manto-type deposits since the Spanish conquest in the 16th century. The Hualgayoc mining town was established in 1771. The regional structure is characterised by large open folds of Cretaceous-aged sedimentary units, predominately limestones, with axial planes striking approximately 315° and steep south-west dips. Faulting is generally restricted to normal and oblique slip faults with offsets of a few metres to tens of metres.

Exploration Drilling and Expenditure

The Cerro Corona Mineral Resource is defined by approximately 92km of exploration drilling. Towards the end of 2014, Gold Fields La Cima (GFLC) had drilled an additional 2,572m of diamond drill core in order to increase the confidence in the definition of the lithological contacts and reduce local variability related to grade distribution within the five-year mine plan.

Following previous drilling campaigns, a major drill core re-logging programme was completed during 2014 to 2015 to better define alteration facies for a geometallurgy project. The geometallurgical modelling is helping to optimise the mining and processing operations plus maximising throughput and metallurgical recovery. At the end of 2016 an infill drilling campaign of about 2,000m commenced to improve the grade estimation accuracy and to better define the geometallurgical features, which may affect the operation during the next five years. This drilling campaign will be completed during 2017. Other factors like ore hardness, processing throughput and mineralogical characteristics are being taken into account to optimise the long and short-term plan.

The Americas region maintains rigorous QA/QC protocols on all its resource definition and exploration programmes. It draws on industry leading practice for data acquisition and utilises accredited laboratories, which are regularly reviewed both internally and externally. Analytical sampling QA/QC is maintained and monitored through the submission of blanks, certified reference material and duplicates, plus umpire laboratory checks.

Near mine exploration targets have been generated in proximity to Cerro Corona with the objective of discovering additional high-quality porphyry style ore sources. Licensing, permitting, community engagement, geological mapping and geochemical sampling are scheduled prior to any initial drill testing taking place.

	Dec 2016		Dec 2015		Dec 2014
Operation	Metresdrilled	Metresdrilled	Metresdrilled	US$(millions)	Metresdrilled	US$(millions)
Cerro Corona	–	–	–	–	2,572	1.042

Americas Region (continued)

Mineral Resources							Mineral Reserves
		31 December 2016		Dec 2015		31 December 2016			Dec 2015
MeasuredIndicatedInferred	Tonnes(Mt)	Grade(g/t)	Moz	(Moz)	Proved andProbable	Tonnes(Mt)	Grade(g/t)	Moz	(Moz)
Cerro Corona	97.6	0.79	2.25	2.8	Cerro Corona	46.1	0.88	1.3	1.5
Salares Norte	25.6	4.60	3.8	3.8	Salares Norte
Total Gold	123.2	1.58	6.3	6.3	Total Gold	46.1	0.88	1.3	1.15
Salares NorteSilver	25.6	53.10	43.8	43.8	Salares NorteSilver
	Tonnes(Mt)	Grade(g/t)	Moz	(Moz)		Tonnes(Mt)	Grade(%)	Copper(Mlb)	(Copper(Mlb)
Cerro CoronaCopper	90.6	0.41	815	914	Cerro CoronaCopper	46.1	0.45	456	534

Americas Region summary of the Mineral Resource and Mineral Reserves Statement1

Mineral Resources are inclusive of Mineral Reserves. All tonnes (t) relate to metric units. Rounding off of figures may result in minor computational discrepancies, where this happens it is not deemed significant. The Mineral Resources and Mineral Reserves were determined using the Group approved metal prices as stated in the "Assessment and Reporting Criteria".

1Managed, unless otherwise stated.

Regional geology and metallogeny of the Cajamarca Metallogenic Province

SOCIAL LICENCE TO OPERATE

GFLC has an integrated safety, occupational health and environmental management system at Cerro Corona which is aligned to international good practice and Peruvian legal requirements and has been certified in accordance with the ISO 14001:2004 and OHSAS 18001:2007 standards since 2011. In October 2016, Cerro Corona completed the annual external audit of its integrated management system and the auditors recommended that the mine maintain certification to ISO14001:2004 and OHSAS 18001:2007.

In 2016, the Total Recordable Injury Frequency Rate (TRIFR) at the Cerro Corona mine significantly improved to 0.34 from 1.09 in 2015, mainly as a result of Visible Leadership, Behaviour-based Safety, Risk Management and Contractor Management and Zero Incidents agreement. This last campaign contains 10 relevant safety rules that every employee and contractor has to sign up for and consequently must focus on improving the leadership skill of safety supervisors and

conducting robust risk assessments before performing tasks.

Management of the Safety and Occupational Health (SOH) team at Cerro Corona was recognised by the 2016 Chairperson's Safety Shield Award for posting the greatest improvement in overall safety during the year. In 2016, GFLC maintained its registration in the Official Register of Good Environmental Practices managed by the environmental regulator (Agency of Environmental Assessment and Enforcement). GFLC received compliance in the audits done by the regulator in the last three years.

In September 2014, Cerro Corona started a Local Suppliers Competitiveness Development Project. By December 2016, there were 64 local suppliers with a business diagnosis and completed improvement plans; 52 of them are implementing their improvement plans, with an average progress of 70%. A local supplier's management system, led by the procurement department, was implemented which captures feedback on the performance of local suppliers from the safety, environment,

procurement, community relations and operations departments.

Gold Fields supports the Hualgayoc Dialogue Round Table, comprising 40 communities and hamlets in the Hualgayoc District. The Round Table dialogue is important in obtaining social licence for future brownfields exploration. In 2016, US$1.0m was invested in development projects selected by the Round Table (education, agricultural and infrastructure projects) and finished three drinking water systems for the communities, thereby benefiting 307 families.

Gold Fields funded a nutrition project in Hualgayoc for children less than five years old. The project is directed by the NGO "Caritas del Peru" and was started in October 2014. By the end of 2016, 802 children in 28 hamlets had participated, which produced very encouraging results. Anaemia has reduced from 58% in November 2014 to 31% as of October 2016 and child malnutrition has reduced from 45% in February 2015 to 36% as of October 2016. The project will continue until the end of 2018.

Americas Region (continued)

Cerro Corona Mine

Cerro Corona consistently produces high-margin gold and copper from a single large open pit.

It is located in the highest part of the western cordillera of the Andes Mountains in northern Peru.

Asset fundamentals
General location	The Cerro Corona deposit, centred at longitude 78° 37'W and latitude 6° 45'S, is at elevationsranging from approximately 3,600m to 4,000m above mean sea level (amsl). It is located1.5km west north-west of the village of Hualgayoc, some 80km by road north of thedepartmental capital of Cajamarca, and approximately 600km north north-west of the capitalcity of Lima.
Licence status andholdings	The mining concessions owned by Cerro Corona cover an area of 4,365ha while the surfacerights cover 1,291ha. Cerro Corona is owned by GFLC, which holds 99.53% of the economicinterest.
Operational infrastructureand mineral processing	Cerro Corona Mine operates one open pit and one copper-gold plant.The processing plant at Cerro Corona includes the typical equipment for a copper flotationplant, with a design capacity of 6.7Mtpa. The crushing plant comprises two jaw crushers inparallel and two Avon Sizer in each line. Crushed product is conveyed to a two-stage grindingcircuit consisting of a SAG mill and a ball mill, in closed circuit with cyclone cluster forclassification. Cyclone overflow represents the final milled product and feeds the flotationplant. The rougher flotation produces a bulk concentrate, which is then reground and sent tocleaner flotation. The tails go to scavenger flotation, while the concentrate, with a grade ofover 20% copper, goes to the next process.The final concentrate is thickened and filtered before being stockpiled for road transport(380km) to the Salaverry port, for shipment to copper smelters in Japan, Germany andBulgaria. The thickened rougher flotation tails and the tails from the cleaner-scavenger flotationare sent by gravity to the tailings storage facility.
Climate	There are no extreme climate conditions that may affect mining operations.
Deposit type	The Cerro Corona copper-gold deposit is typical of porphyry-style mineralisation comprisingstock work quartz-pyrite-marcasite-chalcopyrite ± bornite ± hematite ± magnetite veining,hosted by intensely altered intrusive lithologies of diorite to dacitic composition.
LoM	It is estimated that the current Mineral Reserve will be depleted in 2023 (seven years). Optionsfor Mineral Reserve conversion to increase the LoM are under review.
Environmental, healthand safety	No fatalities were recorded during 2016.Cerro Corona maintained its ISO14001:2004 and OHSAS 18001:2007 certifications. In 2016,GFLC maintained its registration in the Official Register of Good Environmental Practicesmanaged by the environmental regulator (Agency for Environmental Assessment andEnforcement – OEFA). GFLC did not have any findings in the audits done by the regulatorin the last three years.

BRIEF HISTORY OF CERRO CORONA

In 1979, exploration identified porphyry-style mineralisation in the Cerro Corona area. During the period from 1992 to 1993, sampling by the Gubbins Group identified gold mineralisation in the leached cap of the Cerro Corona deposit. Coppergold porphyry mineralisation was discovered through the drilling of nine diamond core holes and completion of an exploration audit into the mineralised zone.

From 1994 to 1996, Cerro Corona then held by Barrick, drilled 140 reverse circulation drill holes totalling 9,476m and 118 diamond core holes totalling 35,254m. A draft feasibility study was completed by Kilborn. From 1997 to 1998, RGC Limited drilled six diamond core holes totalling 2,760m and a preliminary feasibility study was completed by Fluor.

In 2001, Minproc completed a number of feasibility studies, which ultimately indicated a Mineral Reserve of ~95Mt. In 2003, Gold Fields, through a subsidiary, signed a definitive agreement with Sociedad Minera Corona S.A. for the purchase of the Cerro Corona deposit and adjoining mining concessions.

The environmental impact assessment was approved on 2 December 2005 and the purchase transaction for the Cerro Corona Project was completed in January 2006. Mine construction commenced in May 2006. Building of the Las Gordas tailings dam and quarrying for the relevant construction material commenced in 2007. The mine started production in September 2008, when the process plant started to operate.

Gold Fields Corona (BVI) Limited, a wholly owned subsidiary of GFL, increased its economic interest in Gold Fields La Cima S.A. from the original 80% to 98.6% in 2012 and in 2013 to 99.53%.

KEY DEVELOPMENTS AND MATERIAL ISSUES

• » Cerro Corona remained the lowest cost producer in Gold Fields (AIC at US$499/oz in 2016), producing high-margin gold and copper
• » Additional work on assessing the potential to expand the LoM tonnage profile by configuring solutions to the current WSF and TSF constraints undertaken in 2016 will continue in 2017 to ensure the best possible long-term option is selected
• » During 2015 and 2016, a number of projects that focused on enhancing the plant throughput, were implemented. As a result throughput averaged 832tph in 2016 versus 825tph in the plan
• » An extensive geotechnical and geometallurgical relogging project was completed on 33km of core and a new geotechnical model is under construction encompassing the latest alteration model. This information will inform key pit design criteria as the pit develops deeper into the ore body
• » An investigation into the viability of utilising gravity as a treatment

option for the stockpiled oxide ore was conducted during 2016. The oxide ore has been stored in two stockpiles since 2008 pending identification of an optimal treatment process for the site. However, the results of the exercise did not meet expectations and this option was abandoned

• » In parallel, a desktop study was completed, which showed that treating the oxides via a leach plant has a strong possibility of being economically viable. Consequently, a PFS will be completed in the first half of 2017. The oxide ore is estimated to contain approximately 300,000oz of gold that may be processed within five years and in parallel (partially or entirely) with the current flotation operation
• » A PFS to include a gravity circuit and treat sulphide ore was completed in 2016 with positive results. Options are to separately filter and ship as high grade concentrate, or combine with current flotation concentrate. Implementation of this project will be confirmed during 2017

Americas Region (continued)

Cerro Corona Mine (continued)

$1.9.1111999999999999999999999999999999$
Waste Storage Facility (WSF)
Quarry.
Top Soil Dump
Blankets
Oxide Stockpile ______________

OPERATING STATISTICS

		Historic performance
	Units	C2016	C2015	C2014
Open pit mining
Total mined	kt	14,452	12,962	13,603
– Waste mined	kt	7,391	6,120	6,571
– Sulphide tonnes mined	kt	7,061	6,842	7,032
Strip ratio (waste: ore tonnes)	ratio	1.0	0.9	0.9
Gold mined grade	g/t	1.05	1.05	1.08
Copper mined grade	%	0.52	0.50	0.56
Processing
Sulphide tonnes milled	kt	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
Produced
Concentrate produced	kt	156	145	164
Gold sold	koz	149.1	158.8	151
Copper sold	kt	29.9	28.2	32
Gold equivalent oz sold	koz	268.9	293.3	326
Plant recovery (Au)2	%	67.5	71.9	68.0
Plant recovery (Cu)	%	86.6	86.1	85.5
Financials
Average Au price received	US$/oz	1,247	1,163	1,262
Average Cu price received	US$/lb	2.2	2.5	3.1
Net operating cost	US$ m	140	144	158
	US$/oz	518	484	484
Capital expenditure	US$ m	43	65	51
	US$/oz	160	219	156
All-in Cost (AIC)	US$/oz	499	718	316
All-in Sustaining Cost (AISC)1	US$/oz	499	718	316
Life-of-Mine
Mineral Reserves	Mt	46.1	53.1	60.5
Mineral Reserves Au Head Grade	g/t	0.88	0.90	0.90
Mineral Reserves Cu Head Grade	%	0.45	0.46	0.47
Mineral Reserves – Au	Moz	1.3	1.5	1.8
Mineral Reserves – Cu	Mlb	456	534	623

1 AISC and AIC calculated according to World Gold Council (WGC) standard, with copper revenue treated as a by-product. Rounding off of figures presented in this report may result in minor computational discrepancies. Where this occurs, it is not deemed significant 2 Some transitional material processed with hypogene ore in 2016

LOCAL GEOLOGY

The Cerro Corona deposit is centrally located within the Hualgayoc Mining District (see locality and infrastructure plan above). The deposit consists of an intrusive diorite to quartz-diorite dated at Mid-Miocene age (14.4 ±0.1 Ma), which intrudes the earlier Pariatambo and Yumagual-Pulluicana limestone units of Mid-Cretaceous age. The intrusive is primarily emplaced along sub-vertical faults. Limestone alteration varies from siliceous in the south of the deposit to marbling in the west of the deposit.

Cerro Corona intrusives are strongly altered, with alteration ranging from prophyilitic in the distal zones to predominantly argillic in the central zone. Varying proportions of

clay-sericite are encountered and potassic alteration intensity increases with depth. The deposit contains a strongly developed stockwork system. The deposit is subdivided from the surface downward, into an oxide zone, a mixed oxide-sulphide zone, a secondary enriched (supergene) sulphide zone and a primary (hypogene) fresh sulphide zone (refer to schematic cross section on the following page).

The stockwork has an annular disposition within the porphyry with a low grade or barren zone in the central part. The upper oxidised zone of the porphyritic system was up to 40m thick and was characterised by a significant presence of iron oxides (goethite > jarosite > hematite ± tenorite).

The supergene enrichment zone contains chalcocite-covellite occurring as disseminated nodes and infill within fractures and quartz veins. Bornite occurs less frequently. On a local scale, copper sulphate can be found impregnated into the rock.

At depth, sulphide mineralisation defines the hypogene zone occurring as disseminated nodes, small patches, infill in fractures and within the stockwork quartz veins. The hypogene zone almost entirely dominates the remaining Mineral Reserve. The mineralisation within the stockwork is mainly pyritemarcasite-chalcopyrite + bornite + covellite + hematite + magnetite occurring as an alteration assemblage.

Americas Region (continued)

Cerro Corona Mine (continued)

MINING

The Cerro Corona deposit is mined by conventional surface open pit mining methods. The final surface mine area is expected to cover some 900m by 1,000m. The mining operation will extend from the crest of the original Cerro Corona hill, which peaked at 3,964mRL, to a final depth at around 3,570mRL.

Mining Methods

The Cerro Corona pit is mined via open cut methods by conventional drill and blast with a truck and excavator fleet. Load and haul is carried out by 36 tonne dump trucks and excavators with 7.7 or 9.5 tonne bucket capacities. Mining benches are all 10m high and haul roads have a maximum gradient of 10%. All mined material requires drilling and blasting, utilising blast holes with a diameter of 200mm and applying variable powder factors according to rock hardness.

Mine Planning and Scheduling

Cerro Corona's LoM plan is based on detailed and well-informed geological and resource block models. The LoM plan is established from detailed short and long-term mine design and production schedules based on reliable production rates and well-defined modifying factors. Planning utilises specialised mine planning software and a customised LoM resource estimation model known as the localised multivariate uniform conditioning model (LMUC), which uses specialised geostatistical software. This is supplemented by a high resolution '3 bench' shorter term resource model.

MINERAL RESOURCES AND MINERAL RESERVES

Geological and evaluation models have been updated as at December 2016 to reflect the latest available data sets. Continued advancements in 3D geological modelling have further enhanced models for lithology, alteration, mineralisation and structure as well as for the gold, copper and arsenic grade shells. An integrated mine design and schedule, based predominantly on current performance levels, takes cognisance of and mitigates the inherent risks associated with mining operations at Cerro Corona.

The Mineral Resources are reported, at a NSR cut-off of US$16.59/t and the Mineral Reserves at NSR cut-off's ranging from US$16.59 to US$22.00/t, from the resource model and are constrained within an optimised Gemcom Whittle® pit shell, based on the relevant economic parameters. The Mineral Reserves are constrained by the total capacity of the upgraded tailing storage facility of 100mt (47mt post December 2016) and the confirmed waste storage facilities.

The LoM capital costs consist predominantly of TSF wall raising and seepage control measures (containment blankets), WSF expansion and a water treatment plant.

Mineral Resources

Mineral Resources are reported as in situ within pit shells and are inclusive of those Mineral Resources, which have been modified to produce Mineral Reserves. The Measured, Indicated and Inferred oxide and sulphide Mineral Resource estimate has been calculated within the diorite intrusion above 3,300mRL.

Mineral Resource Classification

Gold		Tonnes (kt)			Grade (g/t)			Gold (koz)
Classification	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14
Open pit
Measured	59,587	71,592	76,120	0.82	0.82	0.82	1,577	1879	2,011
Indicated	24,689	23,317	26,600	0.56	0.58	0.68	446	434	578
Inferred	2,352	3,335	1,440	0.57	0.56	0.47	43	60	22
Total open pit	86,629	98,245	104,160	0.74	0.75	0.78	2,066	2,373	2,611
Surface
Oxides measured	7,112	7,149	7,170	1.32	1.32	1.32	301	303	303
Sulphide measured	3,823	3,823	3,830	0.82	0.82	0.82	101	101	101
Total surface	10,935	10,972	11,000	1.14	1.14	1.14	402	404	405
Grand total	97,564	109,217	115,160	0.79	0.79	0.81	2,468	2,777	3,015

Copper		Tonnes (kt)			Grade (%)			Copper (Mlb)
Classification	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14
Open pit
Measured	59,587	71,570	76,120	0.42	0.42	0.43	557	663	725
Indicated	24,689	23,317	26,600	0.39	0.39	0.41	215	201	242
Inferred	2,352	3,335	1,440	0.35	0.34	0.34	18	25	11
Total open pit	86,629	98,222	104,160	0.41	0.41	0.43	790	889	978
Surface
Measured	3,823	3,823	3,839	0.30	0.30	0.33	25	25	28
Total surface	3,823	3,823	3,839	0.30	0.30	0.33	25	25	28
Grand total	90,452	102,045	107,999	0.41	0.41	0.42	815	914	1,006

Modifying Factors

• » Mineral Resources and Mineral Reserves are quoted at an appropriate economic NSR* cut-off, with tonnages and grades based on the resource block model. They also include estimates of any material below the NSR cut-off that needs to be mined in order to extract the complete pay portion of the Resource
• » Mineral Resources and Mineral Reserves are quoted as at 31 December 2016
• » Unless otherwise stated, all Mineral Resources and Mineral Reserves are quoted as 100% and are not attributable with respect to ownership
• » All Mineral Reserves are quoted in terms of RoM grades and tonnages, as delivered to the metallurgical processing facility
• » Mineral Reserve statements include only Measured and Indicated Mineral Resources, modified to produce Mineral Reserves as contained in the LoM plan
• » Mineral Resources and Mineral Reserves undergo internal audits during the year and any issues identified are rectified at the earliest opportunity – usually during the current reporting cycle

Americas Region (continued)

Cerro Corona Mine (continued)

			December
	Units	2016	2015	2014
Mineral Resource parameters
Mineral Resource gold price	US$/oz	1,400	1,500	1,500
Mineral Resource copper price	US$/lb	3.2	3.5	3.5
Net smelter return (NSR) for mill feed*	US$/t	16.59	17.34	18.47
Au cut-off for oxide ore	g/t	0.4	0.4	0.4
Mineral Reserve parameters
Mineral Reserve gold price	US$/oz	1,200	1,300	1,300
Mineral Reserve copper price	US$/lb	2.8#	3.0	3.0
NSR for mill feed**	US$/t	16.59 – 22.00	23.5 – 25.5	18.5 – 25.0
Strip ratio (waste:ore)	ratio	0.94	0.99	0.89
Dilution open pit	%	0	0	0
MCF	%	100	100	100
Mining recovery factor (open pit)	%	98	98	100
Net Smelter Return	US$/t	16.59	17.47	18.47
Plant recovery factor (Au) – Hypogene*#	%	69	70	70
Plant recovery factor (Cu) – Hypogene*#	%	87	88.0	89
Processing capacity	Mtpa	6.8	6.7	6.7

*At December 2016 approximately 99% of remaining in-pit ore consists of hypogene material.

** Net smelter return (NSR) is defined as the return from sales of concentrates, expressed in US$/t, ie: NSR = (Au price – Au selling cost) x Au grade x Au recovery + (Cu price – Cu selling cost) x Cu grade x Cu recovery. In 2014 a variable NSR was applied to the LoM plan to optimise the NPV and FCF.

For revenue estimation a forward Cu price of US$ 2.3/lb for 2017, US$ 2.5/lb for 2018 and 2019, thereafter US$ 2.8/lb was utilised.

Grade Tonnage Curve

Grade tonnage curves for sulphide Mineral Resources (open pit) are presented below.

Grade tonnage curve (sulphides) – Surface

Mineral Reserves

The Mineral Reserve estimate for Cerro Corona is based on a suitably detailed and engineered LoM plan. All design and scheduling work is undertaken to an appropriate level of detail by experienced engineers using specialised mine planning software. The planning process incorporates relevant modifying factors and realistic production and processing rates supported by a NSR cut-off and other technoeconomic investigations, including pit staging, geotechnical domain modelling and hydrogeological studies. Appropriate LoM sustaining capital is incorporated in the cash-flow model to underpin the Mineral Reserve. Low-grade stockpile material that is value accretive, is scheduled for treatment at the end of the LoM.

The 2016 operating results show the gold and copper head grade tracking marginally above the reported LoM reserve grade, which is a result of short to medium-term mining mix and ore blending enhancements to retain arsenic levels within prescribed thresholds.

The table in this section summarises the Cerro Corona statement of Mineral Reserves. The terms and definitions are those given in the 2016 SAMREC Code.

Mineral Reserve Classification

Gold	Tonnes (kt)			Grade (g/t)			Gold (koz)
Classification	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14
Open pit
Proved	33,480	41,599	46,760	0.96	0.96	0.95	1,033	1,283	1,426
Probable	8,809	7,632	9,873	0.59	0.65	0.72	168	159	230
Total open pit	42,289	49,231	56,634	0.88	0.91	0.91	1,201	1,442	1,656
Surface
Sulphide measured	3,823	3,823	3,839	0.82	0.82	0.82	101	101	101
Total surface	3,823	3,823	3,839	0.82	0.82	0.82	101	101	101
Grand total	46,112	53,054	60,473	0.88	0.90	0.90	1,302	1,543	1,757

Copper		Tonnes (kt)			Grade (%)			Copper (Mlb)
Classification	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14
Open pit
Proved	33,480	41,599	46,760	0.48	0.48	0.48	351	436	499
Probable	8,809	7,632	9,873	0.41	0.44	0.44	80	73	96
Total open pit	42,289	49,231	56,634	0.46	0.47	0.48	431	509	595
Surface
Measured	3,823	3,823	3,839	0.30	0.30	0.33	25	25	28
Total surface	3,823	3,823	3,839	0.30	0.30	0.33	25	25	28
Grand total	46,112	53,054	60,473	0.45	0.46	0.47	456	534	623

Americas Region (continued)

Cerro Corona Mine (continued)

Mineral Resource and Mineral Reserve Reconciliation Year-on-Year

Factors that affected Mineral Resource reconciliationyear-on-year	Factors that affected Mineral Reserve reconciliationyear-on-year
Mining depletion	Mining depletion
Geological and resource model updates	Geological and resource model enhancements
NSR cut-off strategy	NSR cut-off strategy – minor adjustments at end of life

Mineral Resource Reconciliation

Mineral Reserve Reconciliation

Mineral Reserve Sensitivity

The Mineral Reserves are constrained by the TSF and WSF facilities and are therefore reasonably insensitive to changes in the metal price. Sensitivities are not based on detailed rerun depletion schedules and should be considered on a relative and indicative basis only.

Mineral Resource Reconciliation

Mineral Reserve Reconciliation

Mineral Reserve sensitivity

Gold (Moz): Copper (Blb)

Competent Persons

Internal technical reviews have been conducted by the Competent Persons as listed, who are full-time employees of Gold Fields Limited and working for the Americas region. Corporate technical oversight, assurance and compliance is provided by the Group Technical Services team (see page 17) .

COMPETENTPERSON	QUALIFICATION	INDUSTRY EXPERIENCE
E GarciaMineralResourcesManager	Mining Engineering, MBA, SAIMM (704963),SME (4028357), CIM (163652), CIP (109603),Pontificia Universidad Católica del Perú.	He has 22 years' experience in the miningindustry (nine years at Cerro Corona).Commodities: gold, copper and silver. He isresponsible for the overall accuracy, standard,and compliance of this declaration.
P GómezGeology andExplorationManager	Geological Engineering, MBA, UniversidadNacional San Antonio Abad del Cusco CIP(130253), Diplomate in GeometallurgyPontificia Universidad Católica del Perú.Certified in applied geostatistics by theUniversity of Alberta.	He has over 18 years' experience inconsulting, exploration, mining and resourcemodelling on world-class operations.Commodities: gold, copper, silver, zincand molybdenum. He is responsible for theGeology Department and Exploration at CerroCorona Mine.
H SolisChief Engineer	Mining Engineering, MBA, CIP (77973),Universidad Nacional Mayor de San Marcos.	He has 21 years' experience (11 years atCerro Corona) in surface and undergroundmining operations. Commodities: gold,copper, lead, silver, zinc. He is responsible forthe compliance of the LoM planning,scheduling and Mineral Reserve statementfor Cerro Corona.
H RiosChief ResourceModeller	Geological Engineering, Universidad Nacionalde Ingeniería, MBA Centrum Católica,MAusIMM (311727), CIP (92165), SEG(672559). Certified in applied geostatisticsby the University of Alberta.	He has over 16 years' experience inexploration, mining and resource modelling.Commodities: gold, copper, silver. He isresponsible for the Resource Departmentat Cerro Corona Mine.
A UzateguiSenior MineGeologist	Geological Engineering, CIP (12337),Universidad Nacional San Agustín.	He has 23 years' experience (nine years atCerro Corona) in surface and undergroundmining operations and exploration.Commodities: gold, copper, silver, lead, zinc,molybdenum and wolframium. He isresponsible for the structural and geologicalinterpretation at Cerro Corona Mine.

Americas Region (continued)

Salares Norte Project – 100% attributable to GFI

Increased confidence in the Mineral Resource underpins the Pre-feasibility study scheduled for completion in 2017

LOCATION

The Salares Norte Project is located in the Atacama region of Northern Chile. The nearest town is Diego de Almagro, about 190km by road to the west of the project. The project is centred on latitude of 26°0'42"S and longitude of 68°53'35"W, with elevations between 4,200m and 4,900m AMSL.

PROJECT HISTORY AND OWNERSHIP

Gold Fields discovered the mineralisation at Salares Norte in March 2011 with reverse circulation drilling. To date, 95,303m have been drilled in 319 holes on the project (79 reverse circulation holes and 240 diamond drill holes).

The project is owned by Minera Gold Fields Salares Norte Ltda (MGFSNL), which holds 1,800ha of exploitation concessions (mining rights), with definitive title granted. MGFSNL also has an option to purchase agreement for an additional 1,200 hectare property attached to the project. Gold Fields Limited indirectly holds a 100% interest in MGFSNL. Access rights to the property have been granted by the government and applications for water rights have also been approved.

GEOLOGY AND MINERALISATION

The Salares Norte Project is located in the northern part of the Maricunga Belt, an area with a predominance of Cenozoic volcanic rocks, comprising eroded strato-volcanos, volcanic

domes and pyroclastic rocks. Mineralisation at Salares Norte is contained in a high-sulphidation epithermal system, hosted mainly by a breccia complex along the contact of two volcanic domes of andesitic and dacitic composition. Mineral Resources have been delineated by drilling in two separate deposits, Brecha Principal and Agua Amarga, which are located about 500m apart. Most of the mineralisation known to date is oxidised. The sulphide mineralisation contains mainly pyrite. Preliminary metallurgical test results indicate gold extraction in the order of 90% using a conventional CIL process on samples of oxidised material.

LEVEL OF STUDY, PROCESSING METHODOLOGY, SUSTAINABILITY AND PERMITS

An interim scoping study was completed on the project in 2014, which showed positive results. The scoping study was updated in 2015 after additional drilling, metallurgical testing and cost analysis. Further drilling is in progress and a prefeasibility study will be completed in H2 2017. The environmental impact declaration that was approved in January 2014 has been amended in 2016 to permit continued exploration drilling.

As at all the Gold Fields operations and projects, a comprehensive sampling and assay QA/QC protocol is in place for Salares Norte using leading industry practice in data

acquisition, reputable certified laboratories and analytical controls.

KEY DEVELOPMENTS AT SALARES NORTE INCLUDE:

• » Salares Norte has benefited from additional resource definition drilling driving significant improvements to the Mineral Resource size and confidence levels in 2016
• » The Mineral Resource reflects a significant improvement in confidence level comprising 52% Indicated and 48% Inferred with the average grade for Brecha Principal at 5.0g/t Au and for Agua Amarga 4.0g/t Au
• » The gold Mineral Resource increased from 3.3Moz to 3.8Moz and comprises 96% oxide material
• » The silver Mineral Resource increased from 42.1Moz to 43.8Moz
• » All geological domains have been updated with a better understanding of mineralisation controls
• » Ongoing infill drilling at Brecha Principal (79% Indicated) and Agua Amarga (100% Inferred)
• » Environmental baseline study commenced in October 2015

The PFS for Brecha Principal and scoping study for Agua Amarga are scheduled for completion in 2017 and will benefit from the latest drill season campaign and updated resource and reserve modelling that is planned to support reporting a maiden Mineral Reserve for Brecha Principal in the latter half of 2017.

MINERAL RESOURCES

Salares Norte Classified Mineral Resource

		Tonnes	Gold	Silver	Gold	Silver
Deposit	Class	(Mt)	(g/t)	(g/t)	(Moz)	(Moz)
Brecha Principal	Indicated	12.1	5.1	69.6	1.96	27.08
	Inferred	3.4	4.8	36.7	0.52	4.02
	Sub-total	15.5	5.0	62.4	2.48	31.10
Agua Amarga (Inferred only)	Sub-total	10.1	4.0	39.0	1.31	12.67
	Total	25.6	4.6	53.1	3.79	43.76

Total Mineral Resource		Tonnes (Mt)			Grade Au and Ag = g/t			Content Au and Ag = Moz
Classification	Dec'16	Dec'15	Dec'14	Dec'16	Dec'15	Dec'14	Dec'16	Dec'15	Dec'14
Indicated – Gold	12.1	6.8	—	5.1	4.5	—	1.96	0.98	—
Inferred – Gold	13.5	20.0	23.3	4.2	3.7	4.1	1.83	2.37	3.10
Total – Gold	25.6	26.8	23.3	4.6	3.9	4.1	3.79	3.35	3.10
Indicated – Silver	12.1	6.8	—	69.6	82.7	—	27.08	18.13	—
Inferred – Silver	13.5	20.0	23.3	38.4	37.4	44.8	16.69	24.00	33.60
Total – Silver	25.6	26.8	23.3	53.1	48.9	44.8	43.76	42.13	33.60

• 1. Mineral Resources are reported under the South African Code for the Reporting of Exploration Results, Mineral Resources, and Mineral Reserves, 2016 Edition.
• 1. Confidence classification assumes annual productionscale, bulk open pit mining scenario.
• 1. These Mineral Resources are classified as Indicated and Inferred. The Competent Person has reasonable confidence in the Resources, but future drilling may materially change the Resource evaluation.
• 1. Attributable metal to Gold Fields is 100%.
• 1. Mineral Resources are constrained within an optimised open pit shell using scoping study parameters for Brecha Principal and conceptual study parameters at Agua Amarga including mining, processing, and administration cost estimates and process recovery estimates.
• 1. Mineral Resources are reported for material within an open pit shell having positive value after process recoveries and costs, refining, royalty (1%) and overhead have been applied. A variable cut-off is applied since the process costs and recoveries are dependent on the head grade. This resulted in an average economic cut-off of US$47.80/tonne-processed, which is equivalent to an average cut-off grade of 1.18g/t Au.
• 1. Mineral Resources are reported without dilution and ore loss (ie, in-situ). Mining dilution and loss were included as a constraint for pit shell generation.
• 1. Commodity prices used in this study are US$1,400/oz gold and US$20/oz silver.
• 1. Figures are rounded to reflect confidence. Some grades may not average exactly due to rounding. The Competent Person deems these small discrepancies to be immaterial.

Americas Region (continued)

Salares Norte Project – 100% attributable to GFI (continued)

Competent Persons

Internal technical reviews have been conducted by the Competent Persons as listed, who are full-time employees of Gold Fields Limited working for the Americas region, except for S Poos who is an external consultant. Corporate technical oversight, assurance and compliance is provided by the Group Technical Services team (see page 17) .

COMPETENTPERSON	QUALIFICATION	INDUSTRY EXPERIENCE
N BrewerVice-PresidentExploration– Americasregion	BA Geology. American Institute of ProfessionalGeologists (AIPG CPG-7042)	41 years experience in greenfields andbrownfields exploration worldwide(25 countries). Commodities: gold, silver andcopper – 31 years; base metals – eight years;uranium – two years. He is the leadCompetent Person and is responsible for theoverall accuracy, standard and complianceof the declaration.
A TruemanChief ResourceGeologist– Americasregion	BSc Geology (Hons). PGeo, APEGBC 149753and MAusIMM CP 110730	25 years in mining, exploration and resourceevaluation on projects in Africa, Asia,Australia, Europe, South America and NorthAmerica. Commodities: Gold, copper, silver,coal, bauxite, PGEs and uranium. He isresponsible for Mineral Resource estimationand reporting.
S PoosPrincipalConsultant– BWF MiningConsultants,P. C.	BSc Mining Engineering, MSc IndustrialEngineering. State of Colorado ProfessionalEngineers (PE 0030975); Society for Mining,Metallurgy and Exploration (RegisteredMember SME 2571200)	25 years in mine design, planning andoperations worldwide in over 10 countries.Commodities: gold,silver, copper, base metalsand coal. As a consultant to Gold Fields, sheis responsible for the mining section andconstraining the Mineral Resource withina relevant pit shell.

Drill holes completed to date showing collar and trace

Australia Region

Australia Region salient points

Mineral Resources

15.5Moz

Mineral Reserves

5.8Moz

• » The Mineral Resource for operations post depletion grew by 7% and with Gruyere included, the region grew by 37%
• » The Mineral Reserve for operations grew by 13% and with Gruyere included, the region grew by 62% after mining depletion of 943koz
• » Ongoing multi-year investment in brownfield exploration is imperative to realise each mine's geological endowment potential given the orogenic style of mineralisation in the Yilgarn (US$76.3m 2016 and US$68.1m 2015)
• » The regional exploration strategy is supported by a dedicated team of geologists with broad expertise to support the sites and ensure a fully integrated approach to target generation, prospectivity mapping and exploration stage gating
• » Exploration discovery and resource extension programmes are in place at all operations, in conjunction with resource conversion drilling campaigns, aimed at replacing depletion and growing quality, high-margin reserves
• » The Proved and Probable Mineral Reserves as at 31 December 2016, do not reflect the potential inherent to the Inferred Resource and advancing exploration projects at each site

Invested US$76.3m in brownfield on site exploration in 2016 to open up new generative targets, drive discovery, replenish and grow Reserves

Australia Region (continued)

Operations Agnew Gold Mine

Mineral Resources 2.1Moz

Mineral Reserves 0.5Moz

• » The FBH underground ore body now dominates production at Waroonga as the Kim lode advances to maturity and geotechnical depth constraints
• » The year-on-year reduction in Reserves post depletion has accelerated the identification of incremental opportunities to maintain mill feed, while the assessment of Waroonga North as a potential new mining front is completed
• » A dedicated team is systematically reviewing all potential to improve the resource to reserve conversion focused on mine extensional work at Waroonga North, FBH Lower, Kath Lower, Kim South Lower, while at New Holland prospects include Sheba South, Genesis 600 Series, NH Upper and Cinderella extensions
• » Maiden reserve reported at Waroonga North
• » Strong focus on exploration in prospective Cinderella Trend east of New Holland and across wider tenement package
• » LoM, based on current Mineral Reserves, extends to 2020 (four years)

Darlot Gold Mine

Mineral Resources 0.22Moz

Mineral Reserves

0.06Moz

• » Continued to be cash generative with planned gold output maintained in 2016
• » Well established mining in the Lords South Lower areas with extensions, provided consistent grade and volumes in 2016
• » Conversion drilling of the CDA Oval resource completed, access development to CDA finished with first ore intersected December 2016
• » Exploration in 2016 focused on replacing production depletion, reserve growth, and the evaluation of multiple alternative mining areas to maintain critical mass and mining flexibility
• » Development and construction of an integrated 3D structural model for the mine and regional tenement areas
• » Geochemical multi-element map combined with hyper spectral analyses compiled for tenement area to supplement multi-faceted exploration platform
• » A detailed surface 3D seismic survey to bolster confidence in target generation commenced at Darlot in late 2016
• » Near mine and regional tenement package remains under explored and highly prospective

Granny Smith Gold Mine

Mineral Resources 6.5Moz

Mineral Reserves

1.7Moz

• » Substantial 0.4Moz increase (+29%) in the Wallaby underground Mineral Reserve, post depletion
• » Significant 1.2Moz increase (+24%) in Mineral Resource, post depletion
• » Initial Inferred Resource (770koz) declared for Wallaby Zone 135 re-enforces ore body consistency at depth
• » Exploration continues to grow the Wallaby lodes laterally and at depth
• » Regional exploration, outside of Wallaby, delivering encouraging early stage results
• » Improved geology and estimation model supported by favourable drill results for the Granny Smith ore body (open pit and underground) has resulted in a total resource of 544koz and a potential mining front outside of Wallaby
• » LoM based on current Mineral Reserves extends to 2025 (nine years)

St Ives Gold Mine

Mineral Resources 3.3Moz

Mineral Reserves

1.7Moz

• » A 13% increase in Mineral Reserve and 5% improvement in Mineral Resource ounces reflects a return on ongoing investment in exploration
• » Discovery accounted for 464koz mainly from Invincible Pit, Invincible UG, Invincible South and Neptune
• » Invincible open pit mining continued to perform well through 2016 and is now the mainstay for open pit production
• » Invincible underground exploration and down dip resource growth continued in 2016 and development for underground mining will start in 2017. Intensified exploration continues, targeting discovery of the next generation of mines, with exploration focused at Invincible underground, Invincible South, Speedway Trend, Eastern Causeway and the Kambalda West tenements
• » Several new areas with multiple highly prospective targets are emerging from generative work and exploration conducted in 2016
• » Development and ore production from Stage 2 Neptune continued in 2016 with Stage 3 development commencing toward the end of 2016
• » Definition and drill testing of the near surface extensive palaeochannel network across tenements commenced to define the extent of the mineralised system
• » LoM based on current Mineral Reserves extends to 2021 (five years)

Far Southeast project

Mineral Resources Au 19.8Moz and Cu 9,921Mlb

• » Large copper-gold porphyry deposit in the Philippines
• » Holding position adopted
• » 40% attributable to Gold Fields

Gruyere Mining Co Pty Ltd (100% GFI)

Mineral Resources 3.3Moz

Mineral Reserves 1.8Moz

• » On 7 November 2016, GFI announced that it has entered into a 50:50 joint venture with Gold Road Resources Limited, for the development and operation of the Gruyere Gold Project in Western Australia. Figures shown indicate the 50% which is attributable to Gold Fields as at the time of the acquisition
• » Gruyere is a large shear hosted Archean orogenic porphyry gold deposit and Gold Road's drilling demonstrates that mineralisation likely continues at depth beneath the planned pit shell
• » A feasibility study for Gruyere, which was completed in October 2016, supports a low-cost operation, with average annualised production scheduled at 270koz for a 13-year LoM
• » Construction capital expenditure is estimated at A$507m and first production from Gruyere is expected at the end of 2018/ early-2019
• » The mine will be developed and operated under Gold Fields management and the JV committee

Australia Region (continued)

OperationalProfiles	St Ives	Agnew	Darlot	Granny Smith
Mining method	Open pit, long-holesub-level stoping andothers.	Waroonga:Long-hole sub-levelstoping and others.New Holland:Retreat up-holelong-hole stoping.	Combination of retreatlong-hole open stoping,minor room and pillar.	Combination of inclinedroom and pillar,transverse long-holeopen stope and bulklong-hole open stoping.
Infrastructureand Mineralprocessing	Three open pits, onemain underground mineand one goldprocessing plant witha capacity of 4.7Mtpaconsisting of a singlestage SAG mill with agravity circuit andfive-stage carbon inpulp (CIP) circuit. Goldis recovered by electrowinning.	Two undergroundcomplexes and oneactive processing plant,with a capacity of1.3Mtpa consisting of athree-stage crushingcircuit, two-stage millingcircuit, gravity circuitand CIP circuit.	One active undergroundmine. A processingplant with a capacityof 0.8Mtpa consistingof a three-stagecrushing circuit,two-stage milling circuit,gravity circuit and CILgold plant.	One active undergroundmine. A processingplant with a capacity of3.5Mtpa consisting oftwo crushing circuits,SAG and ball mills,leach and CIP circuitsand a tailings retreatment circuit.However, it is mineconstrained andcurrently operates at1.5Mtpa on a campaignmilling basis.
Tailings storagefacility (TSF)	Tailings stored in twopaddock-type facilitiesand a new in-pit tailingsstorage facility atLeviathan, which willmeet current LoMrequirements.	The TSF is projected tolast until 2018, with finalapprovals now in placefor a new tailings facility.	Tailings capacity existsbeyond the currentmine life within theexisting TSF 2 and 3facilities.	The TSF capacity isprojected to last to2021 with additionalsubmissions completedfor extensions toheights of two existingcells.
Mineralisationstyle			Orogenic greenstone hosted (Hydrothermal-style).
Mineralisationcharacteristics		Mineralisation typically structurally controlled and hosted by shear and fault zones and confined to	well-defined prospective structural belts.
		Mineralisation zones discontinuous with shortrange predictability.		Mineralisation zones with moderate to long-rangegeological continuity and short-range gradecontinuity.
		Exploration programmes required to drive discovery, define the mineralisation controls,establish continuity and convert Mineral Resources to Mineral Reserves.

REGIONAL OVERVIEW

Gold Fields' mining assets in the Australia region include a 100% interest in the St Ives, Agnew, Darlot and Granny Smith mines and a 50% interest in the Gruyere project with Gold Road in the Yilgarn area of Western Australia.

Regional Geology

All four operations fall within the geological region known as the Archaean Norseman-Wiluna Greenstone Belt. This is part of the Yilgarn Craton, a 2.6 Giga annum (Ga) granite-greenstone terrain, which is well endowed in gold and nickel mineralisation.

Deposits are hosted within a diverse range of rocks, including basalts and dolerites, fine to coarse-grained sedimentary rocks, and felsic to intermediate intrusions. Host rocks are commonly metamorphosed to greenschist or lower amphibolite facies. Gold mineralisation is typically structurally controlled, occurring within a network of shear zones proximal to major regional faults. The most important gold mineralisation styles are shear hosted quartzcarbonate bearing breccia lodes and associated quartz vein arrays, together with finely disseminated gold associated with zones of strong hydrothermal alteration. Alteration comprises silica or albite-rich zones, associated with ankerite, sericite, biotite or amphibole, together with pyrite, pyrrhotite or arsenopyrite as sulphide bearing phases.

The recently acquired 50% interest in the Gold Road Resources Gruyere project and its exploration tenements encompass the Yamarna and Dorothy Hills Greenstone Belts, the eastern most known greenstone belts of the Archaean Yilgarn Craton. The greenstone belts of the Yilgarn Craton are the dominant host for gold mineralisation and mined production in Australia.

The Gruyere deposit is an Archaean orogenic gold deposit and is located on a flexure point of the regional scale Dorothy Hills Shear Zone within the Dorothy Hills Greenstone Belt where the shear zone changes from a northerly direction to a north-north-westerly direction. Gold mineralisation is hosted within the steep easterly dipping Gruyere Porphyry, a medium-grained quartz monzonite porphyry that has intruded the country rocks, elongated in the direction of the shear zone.

Exploration Drilling and Expenditure

Exploration activities in the region were dominated by early stage exploration and generative studies coupled with ongoing resource conversion projects through infill drilling and extensions to existing mines. These activities on early stage targets have yielded promising results identifying new areas and potential targets for infill drilling in 2017. Extensional exploration activities continued with several

high-quality targets to be drill tested in 2017, notably at Granny Smith where the Wallaby lodes have grown laterally and at depth. At St Ives, the Invincible underground reserves have grown and a maiden reserve has been declared at the Invincible South project. At Agnew, conversion drilling at the Waroonga North Project also delivered a maiden reserve.

On-lease exploration metres drilled and expenditure for the 12-month period ended 31 December 2016 and 2015 are summarised below (exclusive of grade control drilling). The ongoing elevated levels of funding are significant in the context of the WA gold mining industry and support the multi-year commitment to establishing a robust pipeline of projects that will deliver the next generation of mines.

The region maintains rigorous QA/QC protocols on all its exploration programmes. It draws on industry leading practice for data acquisition and utilises accredited laboratories, which are regularly reviewed both internally and externally. Analytical QA/QC is maintained and monitored through the submission of blanks, certified reference material and duplicates, plus umpire laboratory checks.

		December 2016		December 2015
Exploration drilling	Metresdrilled	A$(millions)	US$(millions)	Metresdrilled	A$(millions)	US$(millions)
Operations
Agnew	143,134	28.389	21.164	82,701	20.805	15.604
Darlot	44,847	10.998	8.199	50,534	9.556	7.167
Granny Smith	232,438	21.997	16.398	159,404	18.050	13.537
St Ives	240,946	40.928	30.512	324,502	42.379	31.784
Total	661,365	102.312	76.273	617,141	90.789	68.092

Average 2016 exchange rate: US$=A$1.34

Drilling unit costs are affected by the length, type (diamond drill (DD), reverse circulation (RC), aircore or sonic), ground conditions, rig and site availability, as well as whether drilling is from surface or underground

Australia Region (continued)

MINERAL RESOURCES AND MINERAL RESERVES

Mineral Resources

The Mineral Resources declared within the Australia region are classified as Measured, Indicated or Inferred, as described in the SAMREC Code. Mineral Resource categories are assigned with consideration given to geological complexity, grade variance, drill hole intersection spacing and mining development. The following factors apply to the Mineral Resources reported:

• » All Mineral Resources are declared using a cut-off grade calculated for the individual deposit
• » Mineral Resources are further tested through the application of realistic modifying factors to ensure that there is a reasonable prospect of eventual economic extraction
• » Mineral Resources are quoted at an appropriate in situ economic cut-off grade with tonnages and grades based on the relevant resource block models. They also include estimates of any material below the cut-off grade required to be mined to extract the complete pay portion of the Mineral Resource
• » Open pit Mineral Resources comprise the material above the nominated cut-off within a diluted optimised pit shell and constrained to an optimised minimum mining width shape
• » Underground Mineral Resources comprise the material above the nominated cut-off and constrained to a practical mining shape and a minimum mining width

Mineral Reserves

The Mineral Reserve estimates are based on appropriately detailed and engineered LoM plans. All design and scheduling work is undertaken to a suitable level of detail by experienced engineers using appropriate mine planning software. The planning process incorporates relevant modifying factors and the use of cut-off grades and results from other techno-economic investigations. All prevailing geotechnical protocols and constraints are taken account of in the mine design and scheduling, including the provision of sufficient waste storage and tailing storage facilities to meet LoM requirements.

			Mineral Resources				Mineral Reserves
		31 December 2016		Dec2015			31 December 2016		Dec2015
Measured,Indicatedand Inferred	Tonnes(Mt)	Grade(g/t)	Gold(Moz)	Gold(Moz)	Proved andProbable	Tonnes(Mt)	Grade(g/t)	Gold(Moz)	Gold(Moz)
Agnew	12.5	5.31	2.142	2.656	Agnew	3.0	5.39	0.515	0.670
Darlot	1.2	5.97	0.224	0.260	Darlot	0.5	3.84	0.056	0.034
Granny Smith	35.2	5.76	6.520	5.279	Granny Smith	9.9	5.30	1.693	1.310
St Ives	30.1	3.40	3.297	3.141	St Ives	21.5	2.52	1.740	1.542
Gruyere	76.8	1.34	3.307	—	Gruyere	45.8	1.20	1.760	—
Total	155.9	3.09	15.490	11.336	Total	80.7	2.22	5.764	3.555

Australia Region: Summary Mineral Resource and Mineral Reserve Statement for Operational Mines**1**

1 Managed, unless otherwise stated

– Mineral Resources are inclusive of Mineral Reserves

– All tonnes (t) relate to metric units and rounding-off of figures may result in minor computational discrepancies, where this happens, it is not deemed significant

SOCIAL LICENCE TO OPERATE

All operations in the Australian region have implemented integrated systems for environmental and health and safety management. These systems are independently audited every year and certified to the ISO 14001 standard for environmental management and the OHSAS 18001 standard for health and safety management. All certifications were retained during 2016.

In addition to utilising internationally recognised health and safety management systems, a safety strategy was implemented in 2014, focusing on safe workplace behaviours. This is known as the Vital Behaviours programme and has resulted in a step change performance for the region with the Total Recordable Injury Frequency Rate reducing by over 50% between 2014 and 2016. It is noteworthy that the inherent risk of the safety incidences that have occurred has reduced significantly, with the majority of recordable injuries being relatively minor sprains and strains.

Work to further optimise mine closure planning at the operations was undertaken in 2016. The closure plan for St Ives has been updated based on detailed technical studies, extensive stakeholder engagement and recognised good practice. This

plan now serves as a template for replication at the other Australian operations where the required technical studies have commenced. In addition, closure costing models are in place to support the mine closure plans.

Energy security plans were implemented during 2016 to ensure a seamless supply of energy to the operations. The energy security plans have been supported with the development of energy management plans during 2016 that align to the ISO 50001 standard, an internationally recognised standard for energy management. Work was also completed on upgrading the water balances at the operations to be dynamic and predictive, providing the operations with the required tools to optimise water consumption. These balances are linked to defined water operating strategies at the operations.

Agreement was reached in the latter part of 2016 with Gold Road Resources to pursue a joint venture for the construction and operation of the Gruyere Gold Mine. This project was subjected to a comprehensive due diligence exercise from a sustainability point of view, which provides the foundation for aligning it to the Gold Fields Sustainable Development Policy framework and operating model.

St Ives continues to be certified under the OHSAS 18001 and ISO 14001 standards for its health, safety and environmental management systems.

In the latter half of 2016, St Ives completed its cyanide code audit requirements for recertification but was found in non-compliance with the Code. Strenuous efforts are being made to attain certification, which is expected in early 2017.

Agnew maintained certifications under OHSAS 18001 and ISO 14001 for its health, safety and environmental management systems. The mine was recertified compliant with the International Cyanide Management Code in September 2016.

Granny Smith maintained certifications under OHSAS 18001 and ISO 14001 for its health, safety and environmental management systems. The mine was recertified to the International Cyanide Management Code in 2014 and is due for recertification in 2017.

Darlot maintained certifications under OHSAS 18001 and ISO 14001 for its health, safety and environmental management systems. The mine was recertified to the International Cyanide Management Code in December 2015.

Australia Region (continued)

Agnew Gold Mine

Agnew has continued its focus on defining new ore sources at New Holland and Waroonga, with brownfield exploration programmes also testing targeted areas across the broader tenement package. These include Waroonga North extensions, FBH Link and the under-explored Cinderella Trend. Agnew's short-to medium-term focus is on maximising value from the existing resource base and its extensions to supplement mill feed while balancing efforts on discovering new mining fronts that will take over from Kim, FBH and current mining in New Holland. Mining in the FBH area and development of the Waroonga North project at Waroonga underground has continued, and extensions to FBH and profiling the full potential at Waroonga North remain priorities in 2017.

Asset fundamentals
General location	Agnew is situated at latitude 27° 55' S and longitude 120° 42' E in the Norseman-WilunaGreenstone Belt. It is located 23km west of the town of Leinster in Western Australia, whichis 375km north of Kalgoorlie and approximately 870km north-east of Perth. Well-establishedpower, access roads and supporting infrastructure are in place.
Licence status andholdings	The Agnew Gold Mining Company Proprietary Limited (AGMC), ACN 098-385-883, wasincorporated in Australia in 2001 as the legal entity holding and conducting mining activity onthe Agnew mineral leases. The Gold Fields Limited Group holds 100% of the issued shares ofAGMC through its 100% holding in the issued shares of Orogen Holding (BVI) Limited. Agnewcontrols exploration and mineral rights over a total area of 72,236ha (total of granted, inclusiveof miscellaneous and non-managed tenements) and has security of tenure for all currentexploration and mining leases that contribute to future Mineral Reserves.
Operational infrastructure	Agnew currently operates two underground mines, Waroonga and New Holland. AtWaroonga, ore is sourced from the Kim South, FBH and Main North lodes that are accessedvia declines. New Holland mining occurs in four primary areas: Genesis, New Holland,Cinderella and Sheba. These are accessed via declines. There are also centralisedadministrative offices, as well as engineering workshops at both Waroonga and New Hollandand one active CIP processing plant (1.3Mtpa capacity).
Climate	No extreme climate conditions are experienced that may affect mining operations.
Deposit type	Orogenic greenstone gold deposits hosted in a number of different styles of lodes. Althoughall of the Agnew deposits broadly occur at the intersections between structures andstratigraphy, there are subtle differences in alteration and mineralisation, which are controlledin part by the local host rock chemistry.
LoM	Extensional and brownfields exploration continues, which could increase the LoM given themodelled endowment potential and under explored sections of the tenements. It is estimatedthat the current Mineral Reserves will be depleted in 2019 (4 years).
Environmental,health and safety	Agnew continues to be certified to OHSAS 18001 and ISO 14001. During 2014, theNew Holland operations were amalgamated under these certifications. The mine wasrecertified compliant with the International Cyanide Management Code (ICMC) inSeptember 2016.

BRIEF HISTORY OF AGNEW

Paddy Lawlers' prospecting party were responsible for the discovery of gold at Lamehorse Soak in 1894, approximately 10km south of Agnew. The Great Eastern and Donegal leases were pegged in the same year and mining commenced. The discovery and subsequent mining of the Waroonga, Glasgow Lass, New Holland and Cinderella areas all commenced before 1899. East Murchison United commenced the mining of nine underground levels at Main Lode in 1935 and the mine was operational until 1948.

In 1976, Western Mining Corporation (WMC) purchased the Waroonga leases and in 1984 Forsayth NL purchased the Great Eastern leases and modern open pit mining commenced at both Waroonga (450 South) and Lawlers in the mid-1980s. Additional discoveries at Redeemer (1985), Cox-Crusader (1987) and Genesis (1990) ensured that both the Emu and Lawlers mills operated at capacity while additional

open pit discoveries at New Holland (1991) and Fairyland (1997) were made before underground mining commenced at New Holland in 1998.

The Lawlers operation was purchased by Plutonic Resources from Forsayth in 1992 and was subsequently acquired by Homestake in 1998. During 2001, Barrick merged with Homestake and Gold Fields acquired Agnew from WMC. The Kim South lode at Waroonga was discovered in 2002, as was Songvang OP, with production commencing in 2002 and 2004 respectively. Further discoveries were made at Fairyland UG (2009) and FBH in 2012. Gold Fields concluded the acquisition of the neighbouring Lawlers Mine from Barrick in October 2013. Access development was completed in 2015 for the FBH lodes (Fitzroy, Bengal and Hastings) at Waroonga with the commencement of mining at Cinderella and the release of a maiden reserve for Waroonga North in 2016.

KEY DEVELOPMENTS AND MATERIAL ISSUES

• » Drilling at Waroonga North successfully increased the Mineral Resource and defined a maiden Mineral Reserve in 2016
• » Underground production commenced at Cinderella in H2 2016
• » Focused resource definition drilling down plunge of Waroonga North is planned for 2017
• » Extensional and infill drilling at FBH has increased confidence and definition in the geology model
• » Continued ramp-up of early stage on-lease exploration activities across the tenements and targeted near mine brownfields exploration is planned for 2017
• » Further assessment of the site open pit potential, including Dobra Serica, Hidden Secret, Cinderella, Leviathan North and Claudius is scheduled for 2017
• » Establishment of a dedicated team to assess all incremental and value accretive opportunities to contribute to short to medium term mill feed

Australia Region (continued)

Agnew Gold Mine (continued)

OPERATING STATISTICS

		Historic performance
	Units	C2016	C2015	C2014
Underground mining
Total mined	kt	1,983	1,939	1,767
– Waste mined (opex)	kt	216	201	573
– Waste mined (capex)	kt	558	539
– Ore mined	kt	1,208	1,199	1,194
Mined grade	g/t	6.3	6.4	7.2
Processing
Tonnes treated	kt	1,176	1,218	1,246
Head grade	g/t	6.5	6.4	7.1
Yield	g/t	6.1	6.1	6.8
Plant recovery factor	%	93.6	94.8	94.4
Total gold production	koz	229.4	237	271
	kg	7,134	7,360	8,420
Financials
Average Au price received	US$/oz	1,245	1,158	1,266
	A$/oz	1,670	1,544	1,407
Exchange rate (annual average)	US$/A$	0.75	0.75	0.90
Net operating cost	A$m	188.5	188	191.6
	A$/oz	822	801	708
Capital expenditure	A$m	93.8	97.1	92.3
	A$/oz	409	410	341
All-in Sustaining Cost (AISC)	A$/oz	1,301	1,276	1,097
	US$/oz	971	959	990
Life-of-Mine
Mineral Reserves	Mt	2.97	3.4	3.6
Mineral Reserves head grade	g/t	5.39	6.16	7.44
Mineral Reserves	Moz	0.52	0.67	0.87

Rounding off of figures presented in this report may result in minor computational discrepancies. Where this occurs it is not deemed significant.

Australia Region (continued)

Agnew Gold Mine (continued)

LOCAL GEOLOGY

Agnew Gold Mine is situated in the northern portion of the Norseman-Wiluna Greenstone Belt of the Yilgarn Craton, Western Australia. Locally, the Belt comprises a sequence of mafic to ultramafic volcanics and associated interflow sediments, which have been folded to form the Lawlers Anticline. The Lawlers Anticline plunges in a northerly direction at approximately 30°. The core of the anticline has been intruded by granodiorite, which in turn has been intruded by late stage leucogranite.

The mafic and ultramafic volcanics of the Lawlers Anticline are unconformably overlain by a sequence of clastic sediments comprising the Scotty Creek Formation. The sedimentary rocks have been metamorphosed to lower greenschist facies and comprise conglomerates and very fine to very coarse-grained pebbly sandstones and siltstones. The rocks within the AGMC mining leases are dominantly covered by transported alluvium, and minor residual soils, or by localised thick accumulations of Permian sedimentary rocks blanketed by more recent clay and sediments.

The Agnew deposits are broadly hosted by the intersections between various structures and the relative stratigraphy. Gold mineralisation largely occurs in quartz veins within the sedimentary units of the Scotty Creek Formation

EXPLORATION AND RESOURCE DEFINITION DRILLING

Exploration in 2016 focused on extensions at both the Waroonga and New Holland mineralised systems. Underground exploration was carried out at Waroonga North and extensional drilling of the Lower Link area between Kim South and FBH. A maiden Resource and Reserve has been declared at

the Waroonga North Project. Step-out and in-fill drilling programmes will be accelerated in early 2017 to profile the mineralisation that remains open both at depth and laterally. Kath remains a priority target for 2017, as the focus has been on the Waroonga North drill out in 2016.

At New Holland, several drilling campaigns were completed during 2016. The New Holland extensional and exploration drilling was conducted on three lodes, Cinderella 300 series, Genesis 600 series and Sheba South. Additional exploration was also conducted to test lithological units between the New Holland and Waroonga mines to gain a greater understanding of regional structural and major lithological trends. Structurally focused, targeted follow-up drilling will continue in 2017. Further drilling is planned at Himitsu in 2017 to increase confidence in the resource and test for potential extensions to the south and east after a maiden resource was declared post a previous round of drilling in late 2015 and 2016.

A greater emphasis on regional and surface exploration will be applied to prospective areas on the wider portion of the tenements during 2017 to increase traction on testing full site potential. The site exploration and technical exploration specialists have merged historical and new data sets to complete detailed and rank ordered, target generation models. The databases were also merged into a new consolidated and validated database to ensure a single version of all current and historical data from multiple sources. The aim was to integrate all past and current initiatives to review and rank geological structure, lithology, geophysics and geochemistry data to support prospectivity mapping across the Agnew tenements. This work is designed to generate ranked targets and forms the foundation for 2017's exploration plan.

MINING

Current mining consists of the Waroonga and New Holland underground complexes, with the bulk of production presently sourced from the high-grade FBH lode and Cinderella. Drill platforms have now been established for the Waroonga North lodes, with initial production aiming for 2018. New Holland is in the process of identifying and extracting remnant lodes in the New Holland and Genesis ore bodies to supplement the production front established in the Cinderella lode.

Mining Methods

Access to the Waroonga underground mine is via a decline with the portal located in the previously mined Waroonga open pit. In 2016, the Waroonga mine produced from the Kim South, Main, and FBH lodes. All primary infrastructures, including escape ways and ventilation shafts, are located in the hanging wall sandstone. The primary mining method at Waroonga is long-hole sub-level stoping with paste fill.

Access to the New Holland underground mine is via twin declines with portals located in the Genesis and New Holland open pits. In 2016, the New Holland underground mine produced from the Genesis 500 Series, Cinderella, Sheba and New Holland areas. The selection of the stoping method is dependent upon the geometry of the ore structure. The primary mining method employed at New Holland is retreat up-hole long-hole mining.

Mine Planning and Scheduling

The current mining areas situated at Waroonga include high-grade ore from Kim South and FBH, supplemented with medium-grade ore from Main North and South. At New Holland, mining of the Genesis 500 series reached completion in 2016 (with some remnant stoping

remaining) with Cinderella ore production coming online mid-year. Additional mining fronts in areas of New Holland are contributing medium-grade material assisting in leveraging mill throughput and equipment efficiencies.

The stope design takes practical stope layouts and geometry into consideration, as well as planning for mining losses in pillars or other parts of the resource excluded for technical reasons. Dilution material is included in the stope design. Ore losses can occur when material cannot be practically extracted from the stopes, and are accounted for as part of the planning process.

LoM plans have been generated for these areas with the necessary development, advance rates and sustaining capital to support the planned production schedules and profiled grade and tonnage.

On-Mine Projects

In 2016 at Waroonga, the production rate was increased in the FBH ore body and a drill platform was established for the Waroonga North lodes. The capital programme included the completion of the development of the 780 drill drive ahead of schedule allowing resource definition drilling to commence for

the declaration of a maiden reserve at Waroonga North.

An opportunity was identified in Sheba to advance the decline face and bring forward production into the 2017 mine plan supporting ongoing mining operations at New Holland. In addition, the narrow vein mining studies applied to the Cinderella lode were applied to targets in Himitsu and Genesis 200.

Supplementing these capital infrastructure projects, a number of operational improvement projects were completed at Agnew during 2016, reducing the production risks for the operation. These included improvements to the Waroonga underground fuel bay, Main Lode Primary Ventilation upgrade for FBH, upgrading the ground support in sections of the Kim South infrastructure and replacement of a jumbo at New Holland.

The operation continues to examine and review the possibility of opportunistically exploiting smallscale open pitiable deposits for supplementary mill feed at elevated Australian Dollar gold prices. Surface opportunities are being assessed at Dobra Serica, Hidden Secret, Cinderella, Leviathan North and Claudius.

MINERAL RESOURCES AND MINERAL RESERVES

The Mineral Resources and Mineral Reserves have been updated using the current Gold Fields planning gold price of A$1,850/oz and A$1,600/oz respectively and reported in accordance with the 2016 SAMREC Code. The Mineral Resources have been stated inclusive of Mineral Reserves. Geological and evaluation models have been updated to reflect the latest available data sets. An integrated mine design and schedule, based on current performance levels, takes cognisance of the capacities and interdependencies associated with all aspects of the mining operations at Agnew.

Mineral Resources

The Mineral Resources are classified as Measured, Indicated or Inferred, as described in the SAMREC Code. Mineral Resource categories are assigned with consideration given to geological complexity, grade variance, drill hole intersection spacing and mining development. The impacts of year-on-year changes are covered in the reconciliation section.

		Tonnes (kt)			Grade (g/t)			Gold (koz)
Classification	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14	Dec 15	Dec 14	Dec 13
Open pit andunderground
Measured	310	1,108	2,246	5.58	4.22	4.17	56	151	302
Indicated	6,462	9,228	8,655	6.19	5.62	6.43	1,286	1,667	1,789
Inferred	5,684	5,985	2,841	4.33	4.34	5.20	791	835	475
Total open pit andunderground	12,456	16,321	13,742	5.32	5.05	5.81	2,133	2,652	2,565
Surface
Measured stockpiles	92	27	56	3.08	5.24	2.62	9	5	5
Total surface	92	27	56	3.08	5.24	2.62	9	5	5
Total	12,548	16,348	13,798	5.31	5.05	5.79	2,142	2,656	2,570

Mineral Resource Classification

Australia Region (continued)

Agnew Gold Mine (continued)

Mineral Resource Classification per Source Area

		Measured			Indicated			Inferred			Total Mineral Resource
	Tonnes	Grade	Gold	Tonnes	Grade	Gold	Tonnes	Grade	Gold	Tonnes	Grade	Gold
Area	(kt)	(g/t)	(koz)	(kt)	(g/t)	(koz)	(kt)	(g/t)	(koz)	(kt)	(g/t)	(koz)
Open pit
Miranda Pits	—	—	—	331	4.51	48	14	1.73	1	344	4.39	49
Various – other
pits	77	2.95	7	617	2.88	57	53	3.07	5	747	2.90	70
GNH – various
minor pits	—	—	—	50	4.36	7	66	4.33	9	116	4.35	16
Leviathan
North Pit	—	—	—	175	2.95	17	1	2.44	0	177	2.95	17
Total open pit	77	2.95	7	1,173	3.41	129	134	3.55	15	1,384	3.40	151
Underground
Waroonga
– Kim	217	6.60	46	507	7.04	115	158	7.5	38	882	7.02	199
Waroonga
– FBH	—	—	—	1,554	8.56	428	263	5.93	50	1,817	8.18	478
Waroonga
– North	—	—	—	138	14.22	63	72	10.58	24	210	12.97	88
Waroonga
– Other	—	—	—	969	6.89	215	485	6.78	106	1,454	6.87	321
Waroonga
– Total	217	6.60	46	3,168	8.05	821	978	6.95	218	4,363	7.73	1,084
Other	16	4.37	2	612	5.85	115	222	4.43	32	851	5.45	149
GNH – Total	—	—	—	1,510	4.58	222	4,349	3.76	526	5,859	3.97	748
Total
underground	233	6.45	48	5,290	6.80	1,157	5,550	4.35	776	11,073	5.57	1,981
Surface
Mill Stocks
Agnew	92	3.08	9	—	—	—	—	—	—	92	3.08	9
Grand total	402	5.01	65	6,462	6.19	1,286	5,684	4.33	791	12,548	5.31	2,142

Modifying Factors

» The Measured and Indicated Mineral Resources are inclusive of Mineral Reserves

• » Mineral Reserves are quoted in terms of RoM grades and tonnages as delivered to the metallurgical processing facility and are therefore fully diluted
• » Mineral Reserve statement includes only Measured and Indicated Mineral Resources, modified to produce Mineral Reserves contained within the LoM plan
• » Mineral Resources and Mineral Reserves undergo regular internal and/or external audits, and any issues identified are rectified at the earliest opportunity – usually during the current reporting cycle
• » As the Agenew plant has available capacity, incremental cut-off grades are applied from time to time in selected areas, to supplement the mill feed, benefiting the metal output, unit cost, overall cash flow and infrastructure utilisation

			December
	Units	2016	2015	2014
Mineral Resource parameters
	US$/oz	1,400	1500	1,500
Mineral Resource gold price	US$/A$	0.76	0.86	0.96
	A$/oz	1,850	1750	1,570
Cut-off for underground	g/t	2.4 – 3.7	2.7 – 3.3	2.8 – 4.8
Mineral Reserve parameters
	US$/oz	1,200	1300	1,300
Mineral Reserve gold price	US$/A$	0.75	0.84	0.96
	A$/oz	1,600	1550	1,370
Cut-off for fresh ore	g/t	2.8 – 4.3	3.2 – 4.1	3.2 – 5.4
Mining recovery factor (underground)	%	80 – 95	80 – 95	90 – 95
MCF	%	100	100	100
Dilution underground	%	18	15	10
Plant recovery factor	%	92.6	94.3	94.9
Processing capacity	Mtpa	1.3	1.3	1.3

Grade Tonnage Curves

The grade tonnage curves for the surface and underground Mineral Resource are presented below.

Grade tonnage curve – Surface

Grade tonnage curve – Underground

Mineral Reserves

The Mineral Reserve estimate for Agnew is based on an appropriately detailed and engineered LoM plan. All design and scheduling work is undertaken to an appropriate level of detail by experienced engineers using appropriate mine planning software. The planning process incorporates realistic modifying factors and the use of appropriate cut-off grades, geotechnical criteria, mining fleet productivities and other techno-economic investigations.

The current operational plan reflects mining at both the Waroonga and New Holland complexes, with mining sourced from the Kim South, Main Lode, FBH, Cinderella, New Holland, Genesis and Sheba areas

	Tonnes (kt)				Grade (g/t)		Gold (koz)
Classification	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14
Underground
Proved	138	242	258	5.41	8.84	8.92	24	69	74
Probable	2,742	3,110	3,299	5.47	5.96	7.41	482	596	786
Total underground	2,880	3,352	3,556	5.46	6.17	7.52	506	665	860
Surface
Proved	92	27	56	3.04	5.24	2.62	9	5	5
Total surface	92	27	56	3.04	5.24	2.62	9	5	5
Grand total	2,972	3,379	3,612	5.39	6.16	7.44	515	670	865

Mineral Reserve Classification

Australia Region (continued)

Agnew Gold Mine (continued)

Mineral Reserve Classification per Mining Area

	Proved			Probable			Total Mineral Reserve
Mineral Reserves Areas	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)
Underground
Waroonga – Kim	78	5.97	15	238	5.58	43	316	5.67	58
Waroonga – Edmunds rure	8	6.64	2	166	5.08	27	173	5.15	29
Waroonga – FBH	—	—	—	834	7.66	205	834	7.66	205
Waroonga – Main, Main
South, Rajah	—	—	—	371	4.31	51	371	4.31	51
Waroonga – WAR Nth	—	—	—	199	9.26	59	199	9.26	59
Waroonga – Total	86	6.02	17	1,807	6.64	385	1,892	6.61	402
Cinderella	—	—	—	204	3.37	22	204	3.37	22
GE-NH Upper	—	—	—	322	2.95	31	322	2.95	31
GI-GE Lower	52	4.18	7	57	2.92	5	110	3.53	12
Sheba 500	—	—	—	352	3.41	39	352	3.41	39
GNH – Total	52	4.18	7	935	3.21	97	988	3.26	104
Total underground	138	5.41	24	2,742	5.47	482	2,880	5.46	506
Surface
Surface stockpiles	92	3.04	9	—	—	—	92	3.04	9
Grand total	230	4.43	33	2,742	5.47	482	2,972	5.39	515

The reduction in measured and proved ounces at Agnew is predominantly due to the depleting Kim ore body in conjunction with a deliberate move to 'just in time' ore development and stoping at FBH adopted to reduce costs associated with local ground support and geotechnical stability. The impact is a reduction in advanced mine definition drilling at FBH and consequently less proved reserve, but this is compensated for with detailed face sampling and grade control drilling prior to finalising stope designs.

The comparatively low resource to reserve conversion is primarily a product of the large 791koz Inferred Mineral Resource which is subject to focused drilling programmes in 2017 targeted to leverage conversion in areas with the potential to deliver appropriate financial returns. The Upper New Holland and Upper Waroonga parts of the mine are also more mature and typically reflect lower overall grades, making the conversion of these resource ounces more challenging due to their location and under the prevailing mine design constraints and area economics.

Mineral Resource and Mineral Reserve Reconciliation Year-on-Year

Factors that affected Mineral Resource reconciliationyear-on-year	Factors that affected Mineral Reserve reconciliationyear-on-year
Mining depletion in 2016	Mining depletion in 2016
Infill drilling resulted in additions at Waroonga North,Leviathan North Pit, Dobra Serica Pit and Kim withdecreases at Cinderella, FBH and Kath	Discovery at Waroonga North and FBH
Reductions due to resource modelling at Upper NewHolland, Main, Rajah, Sheba, LGX, Hidden Secret andCinderella Pit	Infill drilling and resource model updates reduced ouncesat FBH Upper, Main South and Edmunds
Mineral Resource classification – Songvang open pit

Mineral Resource Reconciliation

Mineral Reserve Reconciliation

Australia Region (continued)

Agnew Gold Mine (continued)

Mineral Reserve Sensitivity

To illustrate the impact of fluctuations in gold price and exchange rates on the current declaration, Agnew, with the incorporation of Lawlers has generated sensitivities with respect to Mineral Reserves. The following graph indicates the Managed Mineral Reserve sensitivity at –15% –10%, –5%, +5%, +10% and +15% to the base (A$1,600/oz) reserve gold price.

These sensitivities (other than for the base case) are not supported by detailed plans and depletion schedules. They should only be considered on an indicative basis, specifically as such sensitivities assume 100% selectivity, without any operating cost increases.

Mineral Reserve sensitivity

Schematic north-south long-section through the Waroonga ore bodies.

Competent Persons

Internal technical reviews have been conducted on the Agnew GM assets by the Competent Persons as listed, who are full-time employees of Gold Fields Limited and working for the Australia region. Corporate technical oversight, assurance and compliance is provided by the Group Technical Services team (see page 17) .

COMPETENTPERSON	QUALIFICATION	INDUSTRY EXPERIENCE
P BurgeMineralResourceManager	BSc (Hons); MAusIMM membership number302309; MAIG membership number 6471	23 years of experience in exploration andmining in South Africa, USA and Australia.Commodities: gold, base metals, coal,copper, manganese, iron ore, chromite,nickel. Five months at Agnew, five years withGold Fields of South Africa. He is responsiblefor the overall accuracy, standard andcompliance of this declaration.
N MorrissSenior PlanningEngineer	BEng (Hons) Mining Engineering, B Com.(Hons) Finance. MAusIMM membershipnumber 208320	13 years' experience in mining in Australia.Commodities: gold, nickel, diamonds. Threeyears at Agnew. He is responsible for theoverall accuracy, standard and complianceof mine planning, schedules and MineralReserve estimation, LoM compilation andfinancial evaluation.
R UrieRegional MiningEngineer	BEng (Hons) Mining Engineering. MAusIMMmembership number 111309	20 years of experience in mining in Australia.Commodities: gold, base metals, uranium.Five years at Agnew. He is responsible for theoverall accuracy, standard and complianceof mine planning, schedules and MineralReserve estimation, LoM compilation andfinancial evaluation.
S GotleySenior ResourceGeologist	BSc (Geology), Grad. Cert. GeostatisticsMAusIMM membership number 211515, AIGmembership number 2780	23 years' experience in mining and consultingin Australia, including 12 years in Archaeangold mining in Australia. Commodities: gold,copper, iron ore, manganese, bauxite. Oneyear and six months at Agnew. She isresponsible for Mineral Resource estimationand reporting.
J LoganResourceGeologist	BSc (Geology). GAIG membership number5523	Eight years of experience in mining inAustralia. Commodities: gold. Eight yearsat Agnew. He is responsible for MineralResource estimation and reporting.
S HackettPrincipalResourceGeologist	BSc Geology, MAusIMM membership number211644	26 years' experience in exploration andmining in Australia and globally. Commodities:gold, nickel, iron ore. Six years' experiencewith Agnew. He is responsible for MineralResource estimation and reporting from aregional perspective.

Australia Region (continued)

Darlot Gold Mine

Darlot continues to strive for LoM extension beyond a one-year plan and is balancing near-term mine production and cash-flow with the assessment of exploration opportunities. During the year, the surface and underground exploration strategy, process and methodologies were reviewed and a number of new initiatives were implemented. Work commenced with the development and construction of an integrated 3D geological structure model for the mine and broader tenement areas to define the major regional structural damage zones and fault architecture that is a controlling factor in mineralisation. This was supplemented with a resampling programme of all historical drill hole residue samples to compile a

detailed geochemical multi-element map combined with hyper spectral analyses. This was used to determine regional metamorphism trends, hydrothermal fluid vectors and distinguish mafic lithologies to identify high potential ore forming areas and targets.

Sustained mining and extensions to the underground Lords South Lower (LSL) area were achieved, which was brought into full production in 2016, while ongoing extensional and conversion drilling at the Centenary Oval ore body delivered an initial Indicated Mineral Resource. In late 2016, acquisition of a detailed surface 3D seismic programme commenced at Darlot within a 1km radius of the existing mine used to

generate a 3D seismic cube to map out potential geological structures that could have played a role in ore deposit placement. The emphasis here is on assessing near mine targets and the potential for a Centenary Depth Analogue (CDA), which is viewed as a potential replication of the ore body mined in the Centenary Deposit.

The exploration budget increased to A$11.0m in 2016 (A$9.6m 2015). Exploration activities are focused on both underground and surface prospecting and assessing and converting extensional and lease endowment opportunities to extend Darlot's life.

Asset fundamentals
General location	Darlot is located in the Eastern Goldfields Province of the Yilgarn Craton approximately 55kmeast of Leinster or 110km north of Leonora and approximately 900km north-east of Perth inWestern Australia. It sits at an elevation of 465m amsl and located at latitude 27°53'32" southand longitude 121°16'16" east.
Licence status andholdings	Tenure in the Darlot Project consists of 23 mining leases, five miscellaneous licences, threeprospecting, one exploration licence and four non-managed (JV) licences. These tenementscover an area of 13,981ha. Darlot is located on the Melrose Pastoral Lease in the MountMalcolm District of the Mount Margaret Mineral Field. The pastoral lease (243,000ha) onwhich the mine is located, is owned and managed by Gold Fields.
Operational infrastructureand mineral processing	Darlot is currently mining underground from the Centenary deposit, accessed via declines. Inaddition, there are centralised administrative offices, engineering workshops and one CIPprocessing plant (~0.8Mtpa capacity).
Climate	The climate is semi-arid, however, no extreme climate conditions are experienced that mayaffect mining operations.
Deposit type	Orogenic greenstone gold deposits hosted in a number of different styles of lodes. Darlotdeposits primarily occur at the intersections between structures and stratigraphy; however,there are subtle differences in alteration and mineralisation that control the local dispositionof metal occurrence in thickness, continuity and mineralising texture.
LoM	Ongoing exploration and material discovery could increase the LoM, which currently extendsto mid-2018 excluding Inferred Resources and project development.
Environmental, healthand safety	In October 2013, the Darlot mine was ISO 14001 certified. Darlot was certified as fullycompliant to the ICMC in 2015. In November 2014, Darlot was OHSAS18001 certified.

BRIEF HISTORY

Gold was first discovered in the Lake Darlot region in an alluvial field in late 1894. Initial exploration and production focused on readily extractable gold from the alluvial deposits, however, production from these areas is poorly documented.

The discovery of high-grade quartz vein hosted deposits and the depletion of the alluvial fields changed the exploration focus in the area. Mines at the time included King of the Hills, Saint George, Monte Christo and Zangbar. These were all located within the current Darlot tenement M37/155.

In 1935, a syndicate undertook limited drilling of the Zangbar and Monte Christo quartz lodes. The high-grade lateritic gold section of Monte Christo was mined by open pit in the 1950s.

Modern exploration commenced in the project area in the late 1970s and focused on a re-evaluation of historical mining camps, as well as extensions and repetitions of known mineralised veins. Interest in the area was renewed in the mid-1980s. From 1986 to 1988, Sundowner Minerals NL undertook an aggressive exploration programme around the Monte Christo area and successfully delineated sufficient resources to commence open-cut mining at Monte Christo and Darlot in 1988. In December 1992, Plutonic Resources Group acquired Sundowner Minerals NL. Open cut mining continued until December 1995 and yielded approximately 400,000oz of gold.

Continued exploration confirmed down-dip extensions to the Darlot lodes. This work culminated with underground development and mining of the Darlot lodes, which began in October 1995.

During August 1996, a drill hole intersected a 33m section grading 8.0g/t of gold. This discovery drill hole for the Centenary ore body was approximately 1.2km east of the Darlot open pit. Underground development to the Centenary ore body from the Darlot workings was initiated during December 1996.

In May 1998, Homestake Mining Company acquired Plutonic Resources Group and in June 2001 Barrick merged with Homestake. In October 2013, Gold Fields acquired the Darlot mine and tenement package from Barrick.

KEY DEVELOPMENTS AND MATERIAL ISSUES

• » Continued to be cash generative with gold output maintained in 2016
• » Established mining in the Lords South Lower areas and extensions delivered consistent grade and volumes in 2016
• » Conversion drilling of the CDA Oval resource finished and access development to CDA completed with first ore intersected in December 2016
• » Exploration focused on replacing production depletion, reserve growth and the evaluation of multiple alternative mining areas to maintain critical mass and mining flexibility
• » Development and construction of an integrated 3D geological structure model for the mine and regional tenement areas
• » Acquisition of a detailed surface 3D seismic programme commenced at Darlot in late 2016
• » Near mine and regional tenement package remains highly prospective in the long term
• » In accordance with GFI's portfolio management strategy, the decision has been made to sell Darlot

Australia Region (continued)

Darlot Gold Mine (continued)

OPERATING STATISTICS

		Historic performance
	Units	C2016	C2015	C2014
Underground mining
Total mined	kt	635	640	695
– Waste mined (opex)	kt	42	88	165
– Waste mined (capex)	kt	144.6	138
– Ore mined	kt	449	414	530
Mined grade	g/t	4.75	6.08	4.96
Processing
Tonnes treated	kt	453.7	457	525
Head grade	g/t	4.7	5.7	5.1
Yield	g/t	4.6	5.3	5.0
Plant recovery factor	%	95.3	95.3	95.2
Total gold production	koz	66.4	78.4	83.6
	kg	2,065	2,440	2,558
Financials
Average Au price received	US$/oz	1,252	1,163	1,266
	A$/oz	1,679	1,551	1,407
Exchange rate (annual average)	US$/A$	0.75	0.75	0.90
Net operating cost	A$m	77.4	78.6	90.7
	A$/oz	1,166	1,013	1,085
Capital expenditure	A$m	29	27	16
	A$/oz	433	339	195
All-in Sustaining Cost (AISC)	A$/oz	1,662	1,403	1,353
	US$/oz	1,238	1,057	1,222
Life-of-Mine
Mineral Reserves	Mt	0.45	0.19	0.4
Mineral Reserves head grade	g/t	3.84	5.63	7.36
Mineral Reserves	Moz	0.06	0.03	0.09

Rounding off of figures presented in this report may result in minor computational discrepancies. Where this occurs it is not deemed significant.

LOCAL GEOLOGY

Darlot Mine is located within the Eastern Goldfields Province of the Archean-aged Yilgarn Craton in Western Australia. The Darlot-Centenary deposit is located within the Mount Margaret Mineral Field, which lies at the southern end of the Yandal Greenstone Belt.

Gold mineralisation is associated with quartz veins and alteration halos controlled by major structures or secondary splays and cross-linking structures. The Darlot deposit has been differentiated into two separate entities, namely the Darlot lodes and Centenary ore body. The Centenary ore body is located some 1.2km east of the Darlot open pit and down dip from the Darlot lode extensions.

In the Darlot lodes, gold mineralisation occurs within and around quartz laminar and sheeted quartz veins in local dilation zones along the Darlot thrust, in addition to sub-horizontal extensional quartz veins in felsic volcanic and intrusive rocks above the thrust.

The Centenary ore body has been defined from approximately 150m to 700m below surface. Gold mineralisation occurs within subhorizontal to 20° westerly dipping stacked quartz veins bounded to the west by the Oval fault and to the east by the Lords fault.

The view remains that Darlot represents a tenement package that has inherent potential for future discovery and mine development. However, this will be realised by ongoing exploration utilising a multi-disciplined and integrated approach to targeting that leverages off the current work and prospectivity mapping and is supported by a multi-year investment.

In late 2016, acquisition of a detailed surface 3D seismic programme commenced at Darlot within a 1km radius of the existing mine to generate a 3D seismic cube to map out all potential geological structures that could have been primary controls in locating economic mineralisation. The geological model that will be developed encompassing the 3D seismic survey results will provide a strong multi-faceted platform for defining targets that can be tested with additional drilling.

Australia Region (continued)

Darlot Gold Mine (continued)

MINING

The 2017 mine plan is focused on the underground Centenary Oval ore body and remaining stopes in the LSL, as well as setting up the access and sequencing of additional ore from a number of historical pillars and old mining areas. The latter are now economic due to higher Australian Dollar gold prices and the completion of geological and mining reviews in 2016.

Mining Methods

Mining is conducted via a combination of long-hole open stoping, room and pillar and narrow vein long-hole stoping. Ore bodies are accessed via two declines from the base of the Darlot open pit. Paste fill is utilised to backfill open stopes allowing maximum extraction of the lode system.

Mine Planning and Scheduling

The 2017 operational plan is dominated by underground mining from the new Centenary Oval ore body which was accessed in 2016 through underground development and the final extraction of the remaining stopes in LSL. The mine schedule is sequenced in detail and typically has only two stoping fronts open at any one time.

The stope design for current operations takes practical stope layouts into consideration, as well as planning for mining losses in pillars or other parts of the resource, excluded for technical reasons. Dilution material is included in the stope design. Ore losses can occur when material cannot be practically extracted from the stopes.

A geotechnical ground management plan is in place together with a monitoring system to manage seismicity and potential improvements to the production sequencing to further mitigate operational risk.

On-Mine Projects

Business improvement projects continue with the primary aim of improving operational results through enhancing efficiencies, reducing costs and increasing mine flexibility.

Future exploration will focus within and immediately around the Darlot mine area. The objective is to define and bring into production additional high-grade ore sources from the CDA area.

As the operation is mine constrained, the potential for toll treating continues to be reviewed when opportunities arise.

MINERAL RESOURCES AND MINERAL RESERVES

The Mineral Resources and Mineral Reserves have been updated using the current Gold Fields planning gold price of A$1,850/oz and A$1,600/oz respectively and are reported in accordance with updated SAMREC 2016 Code. The December 2016 Mineral Resources have been stated

inclusive of Mineral Reserves. Geological and evaluation models have been updated as at 31 December 2016 to reflect the latest available data sets.

Mineral Resources

The Mineral Resources are classified as Measured, Indicated or Inferred. Mineral Resource categories are

assigned with consideration given to geological complexity, grade variance, drill hole intersection spacing and mining development. The impacts of year-on-year changes are covered in the reconciliation section.

Mineral Resource Classification

		Tonnes (kt)			Grade (g/t)			Gold (koz)
Classification	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14
Open pit andunderground
Measured	—	—	18	—	—	9.42	—	—	6
Indicated	893	688	773	5.93	6.67	7.37	170	148	183
Inferred	273	553	348	6.10	6.31	6.61	54	112	74
Total open pit andunderground	1,166	1,241	1,140	5.97	6.51	7.17	224	260	263
Surface
Measured stockpiles	—	—	—	—	—	—	—	—	—
Total surface	—	—	—		—	—	—	—	—
Grand total	1,166	1,241	1,140	5.97	6.51	7.17	224	260	263

Mineral Resource Classification per Mining Area

	Indicated			Inferred			Total Mineral Resource
Area	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)
CDA Oval	431	5.6	78	245	6.2	48	676	5.8	127
Lords South Lower	96	7.0	21	1	7.3	—	97	7.0	22
CDA Oval	187	6.9	42	22	5.7	4	209	6.8	46
Darlot	179	5.0	29	5	4.4	2	184	5.0	29
Total Darlot UG	893	5.9	170	273	6.1	54	1,166	6.0	224
Surface
Surface stockpiles	—	—	—	—	—	—	—	—	—
Grand total	893	5.9	170	273	6.1	54	1,166	6.0	224

Modifying Factors

• » The declared Mineral Resources for December 2016 are inclusive of Mineral Reserves
• » Mineral Reserves are quoted in terms of RoM grades and tonnages as delivered to the metallurgical processing facility and are therefore fully diluted
• » The Mineral Reserve statement includes only Measured and Indicated Mineral Resources, modified to produce Mineral Reserves that are contained within the LoM plan
• » Mineral Resources and Mineral Reserves undergo regular internal and/or external audits, and any issues identified are rectified at the earliest opportunity – usually during the current reporting cycle

Australia Region (continued)

Darlot Gold Mine (continued)

			December
	Units	2016	2015	2014
Mineral Resource parameters
	US$/oz	1,400	1,500	1,500
Mineral Resource gold price	US$/A$	0.76	0.86	0.95
	A$/oz	1,850	1,750	1,570
Cut-off for mill feed	g/t	1.17	1.06	1.00
Cut-off for underground	g/t	3.20	3.16	3.70
Mineral Reserve parameters
	US$/oz	1,200	1,300	1,300
Mineral Reserve gold price	US$/A$	0.75	0.84	0.95
	A$/oz	1,600	1,550	1,370
Cut-off for fresh ore1	g/t	3.69	3.57	4.31
Mining recovery factor (underground)	%	90 – 95	90 – 95	90
MCF	%	100	100	100
Dilution underground	%	15 – 20	15 – 20	15
Plant recovery factor	%	92.5	95.3	95.5
Processing capacity	Mtpa	0.85	0.85	0.8

1 Cut-offs have reduced year-on-year due to higher gold price and reduced operating cost associated with less development as the mine has a limited LoM.

Grade Tonnage Curves

The grade tonnage curve for the underground Mineral Resource is presented below.

Grade tonnage curve – Underground

Mineral Reserves

The Mineral Reserve estimate for Darlot is based on an appropriately detailed and engineered plan. All design and scheduling work is undertaken to an appropriate level of detail by experienced engineers using appropriate mine planning software. The planning process incorporates realistic modifying factors and the use of appropriate cut-off grades, geotechnical criteria, mining fleet productivities and other techno-economic investigations.

The terms and definitions are those given in the SAMREC Code 2016. The current operational plan has mining occurring in the remainder of the LSL area, the new CDA Oval deposit with minor activities scheduled in other dispersed mining areas and pillars.

Mineral Reserve Classification

		Tonnes (kt)			Grade (g/t)		Gold (koz)
Classification	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14
Open pit andunderground
Proved	—	—	—	—	—	—	—	—	—
Probable	452	188	360	3.84	5.63	7.36	56	34	85
Total underground	452	188	360	3.84	5.63	7.36	56	34	85
Surface
Proved	—	—	—		—	—		—	—
Total surface	—	—	—	—	—	—	—	—	—
Grand total	452	188	360	3.84	5.63	7.36	56	34	85

Mineral Reserve Classification per Mining Area

		Proved			Probable			Total Mineral Reserve
Area	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)
Underground
Centenary	—	—	—	245	4.35	34	245	4.35	34
Lords South Lower	—	—	—	77	3.72	9	77	3.72	9
Darlot multiple pillars	—	—		130	2.96	12	130	2.96	12
Total underground	—	—	—	452	3.84	56	452	3.84	56
Surface
Surface stockpiles	—	—	—	—	—	—	—	—	—
Grand total	—	—	—	452	3.84	56	452	3.84	56

Mineral Resource and Mineral Reserve Reconciliation Year-on-Year

Factors that affected Mineral Resource reconciliationyear-on-year	Factors that affected Mineral Reserve reconciliationyear-on-year
Mining depletion in 2016	Mining depletion in 2016
Discovery and extensions at LSL and CDA Oval areas.	Discovery and Mineral Resource upgrade at CDA Oval
Resource model improvements at Pedersen and Darlot	Depletion offset by conversion drilling at CDA oval, LSL
deposits	extensional discovery and evaluation upgrades on additional
	mining areas
	Inclusion of limited pillars and remnants

Australia Region (continued)

Darlot Gold Mine (continued)

Mineral Reserve Reconciliation

Mineral Reserve Sensitivity

To illustrate the impact of fluctuations in gold price and exchange rates on the current declaration, Darlot has generated sensitivities with respect to Mineral Reserves. The following graph indicates the Managed Mineral Reserve sensitivity at –15%, –10%, –5%, base (A$1,600), +5%, +10% and +15% to the gold price.

These sensitivities (other than for the base case) are not supported by detailed plans and depletion schedules. They should only be considered on an indicative basis, specifically as such sensitivities assume 100% selectivity, without any operating cost increases.

Competent Persons

Internal technical reviews have been conducted on the Darlot GM assets by the Competent Persons as listed, who are full-time employees of Gold Fields Limited and working for the Australia region. Corporate technical oversight, assurance and compliance is provided by the Group Technical Services team (see page 17) .

COMPETENTPERSON	QUALIFICATION	INDUSTRY EXPERIENCE
M JollyRegional MineralResourceManager	MSc (Geology), EDP Wits Business School,MAusIMM, membership number 304960	He is the lead Competent Person in terms ofSAMREC and has 36 years' experience in themining and exploration industry (seven yearsin Australian gold exploration and mining). Heis responsible for the overall accuracy,standard and compliance of this declaration.
R UrieRegional MiningEngineer	BEng (Hons) Mining Engineering. MAusIMMmembership number 111309	20 years' experience in mining in Australia.Commodities: gold, base metals, uranium.Three years in a regional role. He isresponsible for the overall accuracy, standardand compliance of mine planning, schedulesand Mineral Reserve estimation, LoMcompilation and financial evaluation.
R FarrellMine GeologySuperintendent	BSc (Applied Science)	13 years' experience in underground miningin Australia inclusive of gold, copper andnickel. She is responsible for all mine geology,in mine exploration, geology modelling, andreconciliation and planning.
P MerrinerExplorationSuperintendent	BSc (Applied Science), MAusIMMmembership number 320365, AIGmembership number 6258	20 years of experience in mining andexploration in Australia and SE Asia in goldand base metals. He is responsible for surfaceexploration and geology modelling.
S LawSenior ResourceGeologist	BSc (Hons), MSc, Grad Cert Geostatistics.MAusIMM (CP Geo) membership number110467	24 years of experience in mining in Australia,including 16 years in Archean gold.Commodities: gold, base metals and coal. Heis responsible for Mineral Resource estimationand reporting.
S HackettPrincipalResourceGeologist	BSc Geology, MAusIMM membership number211644	25 years' experience in exploration andmining in Australia and globally. Twenty yearsof experience in Archean gold. Commodities:gold, nickel, iron ore. He is responsible forMineral Resource estimation and reportingfrom a regional perspective.

Australia Region (continued)

Granny Smith Gold Mine

The Granny Smith Mineral Resource ounces increased by 24% (+1.2Moz) in 2016 post depletion, as a result of a successful resource definition and extensional drilling campaign at the flagship Wallaby underground mine, where a new Inferred Resource of 770koz has been declared for Zone 135. The Mineral Reserve ounces also increased by 29% (+0.4Moz) in 2016, post depletion, following a very fruitful Mineral Resource to Mineral Reserve conversion programme at Wallaby. Early stage exploration drilling down

to Zone 150 indicates consistency in the gross geology and mineralisation, which supports the positive outlook for the deposit at depth. There is a strategic requirement to assess potential outside of Wallaby underground to increase overall site flexibility and leverage mill throughput given the current campaign milling. Studies are progressing with an improved geology and estimation model at Granny Smith (OP and UG), supported by favourable drill results that will bolster the Goanna OP resource for a potential cutback

and a second lode is being targeted at Granny Smith UG. Regional exploration across the tenement package is delivering very promising early stage results.

Mineral Reserves, net of production depletion, have grown incrementally for the last three years since acquisition, from 838koz to the current 1,693koz. A trend that is testament to the ongoing investment in discovering and developing new and extensional high-quality ounces at Wallaby underground mine.

Asset fundamentals
General location	Granny Smith is situated within the Yilgarn Craton at an elevation of 400m amsl and located atlatitude 28°51'09" south and longitude 122°18'35" east, and is located approximately 400kmnorth-east of the town of Kalgoorlie in the eastern Goldfields of Western Australia in theLaverton District.
Licence status andholdings	GSM is owned by GSM Mining Company Pty Ltd, a wholly owned subsidiary of GFI. Thisentity came into being on 1 October 2013, following Gold Fields' acquisition of the assetfrom Barrick Corporation. GSM controls exploration and mineral rights over a total area of63,947ha, plus another 8,263ha miscellaneous and non-managed tenements (a total of86 tenements) and has security of tenure for all current exploration and mining leases thatcontribute to future Mineral Reserves.
Operational infrastructure	Granny Smith is currently mining four lenses from the Wallaby ore body (Z70, Z80, Z90 andZ100), accessed from a single decline. Mining administration and maintenance is located atthe Wallaby mine. Ore is processed at the Granny Smith CIP processing plant under campaignmilling conditions and is located 15km east of the Wallaby underground mine.
Climate	The climate is semi-arid and temperatures vary from an average minimum of 4° C in June toan average maximum of 36° C in January. The average annual rainfall total is 220mm. Noextreme climate conditions are experienced that materially affect mining operations.
Deposit type	Orogenic greenstone gold deposits hosted in a number of different styles of lodes. The GrannySmith lodes comprise vein stock works localised by a northerly trending shear at the margin ofa granodiorite. The Wallaby lodes are flat lying alteration zones hosted within magnetiteamphibole altered conglomerate.
LoM	Ongoing extensional and brownfields exploration continues, which will sustain an extendedLoM well beyond current reporting. It is estimated that the current Mineral Reserves will bedepleted in 2025 (nine years) or six years at current levels of production.
Environmental, healthand safety	Cyanide Code recertified in 2014, ISO 14001 and OHSAS 18001 recertification completed.GSM is in compliance with all environmental legislation.

BRIEF HISTORY

The Goanna and Granny Smith deposits were discovered in 1979 by CSR Ltd. In 1988, Placer Pacific acquired CSR's 60% interest with the remaining 40% held by Delta Gold NL.

In 1989, mining at GSM commenced in the Granny Smith pit and continued in subsequent years with the development of the Goanna pit, the Windich pit and nearby satellite pits. First gold was poured in 1990.

In 1992, the Keringal and Sunrise deposits were discovered 18km and 34km south of Granny Smith respectively, with ore production from both commencing in 1994. The Wallaby deposit was discovered in 1998, 11km south-west of Granny Smith, with first ore delivered to the mill in November 2001.

Barrick acquired 100% of Placer Dome shares on 20 January 2006. The Wallaby open pit was mined from October 2001 until December 2006 and produced 13.6Mt at 3.44g/t Au for 1.5Moz of gold. Underground mining at Wallaby commenced in December 2005 and is ongoing.

Gold Fields acquired 100% of the Granny Smith gold mine on 1 October 2013 as part of the purchase of the Yilgarn South operations.

Ongoing exploration drilling has expanded the Mineral Resource footprint of the Z100 and Z110/120 lodes and outlined significant mineralised zones at Z135 and Z150, with Z135 reporting a maiden Inferred Resource of 770koz in 2016.

Australia Region (continued)

Granny Smith Gold Mine (continued)

KEY DEVELOPMENTS AND MATERIAL ISSUES

• » Exploration drilling continues to discover, extend and convert high-margin resource ounces from the Wallaby ore body which remains open both at depth and laterally
• » Ongoing exploration drilling has expanded the Mineral Resource footprint of the Z100 and Z110/120 lodes and outlined significant mineralised zones at Z135 and Z150, with Z135 reporting a maiden Inferred Mineral Resource of 770koz
• » The resource development strategy will continue to focus on identifying the potential of the Wallaby system down to the Z150 level, including geotechnical modelling and metallurgical response testing
• » Consolidation of the Granny Smith underground (0.4Moz) and open pit (0.14Moz) resources in 2016 from enhanced geological models
• » Early stage surface exploration over the greater tenement package has continued to return a large number of aircore anomalies, some of which occur over a 2km strike length
• » Several target areas have been identified over the tenement package for initial drilling and follow up during 2017
• » Ongoing plant upgrades and refurbishment during 2016 has continued to improve metal recovery
• » Current LoM is viewed conservative given Wallaby resource extension programmes and highly prospective early stage brownfield exploration

Australia Region

Australia Region (continued)

Granny Smith Gold Mine (continued)

OPERATING STATISTICS

	Historic performance
	Units	C2016	C2015	C2014
Underground mining
Total mined	kt	2,042	1,905	1,761
– Waste mined (opex)	kt	62	522	253
– Waste mined (capex)	kt	461
– Ore mined	kt	1,518	1,383	1,508
Mined grade	g/t	6.61	6.94	7.21
Processing
Tonnes treated	kt	1,446	1,451	1,472
Head grade	g/t	6.62	6.97	7.17
Yield	g/t	6.11	6.45	6.66
Plant recovery factor	%	93.3	92.7	92.5
Total gold production	koz	283.8	301	315
	kg	8,827	9,362	9,798
Financials
Average Au price received	US$/oz	1,254	1,157	1,266
	A$/oz	1,682	1,538	1,407
Exchange rate (annual average)	US$/A$	0.75	0.75	0.9
Net operating cost	A$m	179.4	187.9	202.3
	A$/oz	632	600	642
Capital expenditure	A$m	121.1	96.3	65.2
	A$/oz	426.6	321.0	207
All in sustaining cost (AISC)	A$/oz	1,119	1,017	896
	US$/oz	834	765	806
Life-of-Mine
Mineral Reserves	Mt	9.93	7.00	4.50
Mineral Reserves head grade	g/t	5.30	5.86	6.02
Mineral Reserves	Moz	1.69	1.31	0.87

Rounding off of figures presented in this report may result in minor computational discrepancies. Where this occurs, it is not deemed significant.

* December 2013 production figures are inclusive of Gold Fields (Q4) and Barrick (Q1 to Q3), while the unit costs are only Q4.

LOCAL GEOLOGY

The Granny Smith region is 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, with the central zone between the two domes being dominated by north- to northnortheast-striking sigmoidal shear zones. These distinctly different strikes to the shear zones developed early in the tectonic evolution and

resulted in a favourable architecture for late-stage orogenic gold mineralisation at Wallaby and Granny Smith.

The majority of gold mineralisation at the Wallaby deposit is contained within an actinolite-magnetite alteration pipe. It cross cuts the host conglomerate and the majority of magmatic intrusions, and overprints the actinolite-magnetite alteration. Gold occurs along micro-fractures within pyrite.

EXPLORATION AND RESOURCE DEFINITION DRILLING

Exploration during 2016 focused on resource conversion and extensions to the Wallaby deposit and earlier stage exploration of the broader tenement package with the aim of discovering a new ore deposit outside of Wallaby. Drill programmes were also completed on the Granny Smith underground and Goanna open pit projects

Wide spaced (400m) aircore drilling was completed over large portions of both the land and Lake Carey areas of the tenement holdings. Anomalous sampling results were returned from a large number of the holes completed, with anomalies in the northern tenement areas identified over 2km strike lengths. At the Northern Fleet project on Lake Carey, a large (6km x 4km) anomalous zone continues to expand and wide spaced, but more informative diamond core drilling was completed on the Alabama and Raw Prawn prospect areas to collect more detailed geology and structural information.

New interpretations at the Keringal and Jubilee project areas were drill tested, targeting extensions to the known open pit mineralisation in both project areas. At Keringal aircore drilling returned mineralised intervals between the Keringal and Keringal South areas and also returned high-grade results in the south east of the project area at Karinya. Five shallow follow-up diamond holes at Karinya also returned significant mineralised intersections and will provide the basis of a new interpretation in early 2017.

Diamond drilling at Granny Smith and Goanna during 2016 was designed to confirm existing interpretations and test for extensions to mineralised lodes. A total of 68 holes were completed and results to date have confirmed and likely extended the mineralisation at Goanna, with further drilling planned to the south in early 2017. Drilling of the Granny Smith underground target did not extend the lodes down dip, but did identify a potential second lode beneath the known mineralisation. This will also be tested in early 2017.

In-mine exploration drilling at Wallaby in 2016 resulted in extensions to Zone 100 and continued to expand the footprint of the Zone 110 and Zone 120 lodes at depth. A directional drilling programme was designed and executed targeting the Zone 135 lode with the combined aims of determining the lateral

extents of the lode as well as targeting the central area for a new resource declaration. This drilling resulted in a maiden Inferred Resource for Zone 135 being declared, while also increasing the overall size of the lodes footprint.

The 2017 exploration programme will continue to focus on resource and reserve growth at Wallaby through extensions both laterally and at depth, determine the open pit and underground potential of the Granny Smith mine area and seek new opportunities through target generation and testing of areas and anomalies within the larger tenement package. Importantly, any new discovery outside of Wallaby, with potential for accretive production volumes, will require minimal plant capital expenditure due to the availability of spare processing capacity.

MINING

The current operations consist of the Wallaby underground mine with mining occurring on four ore zones (Z70, Z80, Z90 and Z100), which form the basis for the 2017 operational plan. It is planned that decline development to Zone 110 will be completed and ore drives will have commenced during the fourth quarter of 2017.

Mining Methods

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 pit ramp to the surface. The Wallaby underground mine is currently designed to exploit the stacked mineralised lodes (Z70, Z80, Z90, Z100 and Z110/120) to a depth of 1.2km.

Two primary underground mining methods are used, with minor adjustments to suit localised geometry. Inclined Room and Pillar (IRP) is used in areas with a moderate dip (10° to 35°) and moderate width zones (4m to 6m), and transverse long-hole stoping (TLHS) is used in zones, which are thicker (6m to 15m) with variable dips. Two other mining methods are used to a lesser extent: Narrow Vein Long-hole Stoping may be utilised in some areas with the benefit of reduced planned footwall dilution, and Bulk Long-hole Stoping is used in thicker zones (15m plus) under varying dip conditions.

Mine Planning and Scheduling

At Wallaby, the mine design takes practical stope layouts into consideration, as well as planning for mining losses in barrier pillars and stope pillars, or other parts of the resource excluded for geotechnical, accessibility or economic reasons. The production scheduling uses rates based on historical mining performance for Z70, Z80, Z90 and Z100. Geotechnical controls, ventilation requirements and production cost management remain focus areas for margin protection as mining progresses to greater depths.

On-Mine Projects

The Granny Smith mill continued to receive upgrades during 2016 to improve operating systems and metal recovery. A number of smaller projects will continue during 2017 to maintain the performance of the mill going forward.

In-mine exploration will continue to focus on determining the extent of the Wallaby deposit to Z150, while a feasibility study for the mining of Zone 110/120, including a paste plant, is scheduled for completion during H1 2017 and a pre-feasibility study for Zone 135 will commence in H2 2017.

Pre-feasibility studies for Granny Smith Underground and potentially the Hillside deposit are scheduled for completion during H1, while a feasibility study for the Goanna Open Pit is also planned to be completed during 2017.

Business improvement initiatives include studies on: surface remote bogging with guidance capability, trucking efficiency improvements and extension of the fibre backbone to enable future equipment tracking and short interval control.

Australia Region (continued)

MINERAL RESOURCES AND MINERAL RESERVES Granny Smith Gold Mine (continued)

The Mineral Resources and Mineral Reserves were updated as of December 2016 and used a gold price of A$1,850/oz and A$1,600/oz respectively. The December 2016

Mineral Resources have been stated inclusive of Mineral Reserves. Geological and evaluation models have been updated as at December 2016 to reflect the latest available data sets.

Mineral Resources

The Mineral Resources are classified as Measured, Indicated or Inferred, as described in the SAMREC 2016 Code. Mineral Resource categories are assigned with consideration given to geological complexity, grade variance, drill hole intersection spacing and mining development.

Mineral Resource Classification

		Tonnes (kt)			Grade (g/t)			Gold (koz)
Classification	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14
Open pit
Measured	—	—	—	—	—	—	—	—	—
Indicated	734	—	92	1.75	—	7.59	41	—	22
Inferred	1,456	1,234	217	2.10	3.53	4.32	98	140	30
Total open pit	2,190	1,234	309	1.98	3.53	5.29	140	140	53
Underground
Measured	3,474	2,524	1,484	5.88	6.58	7.39	657	534	353
Indicated	18,932	16,398	8,254	5.80	5.26	6.51	3,533	2,772	1,727
Inferred	10,500	10,212	7,255	6.43	5.57	6.62	2,172	1,829	1,544
Total underground	32,906	29,133	16,993	6.01	5.48	6.63	6,362	5,135	3,623
Total stockpiles	93	21	96	6.31	6.16	6.50	19	4	20
Grand total	35,189	30,389	17,398	5.76	5.40	6.61	6,520	5,279	3,696

Mineral Resource classification per Mining Area

		Measured		Indicated		Inferred			Total MineralResource
Area	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)
Open pit
Granny Smith	—	—	—	734	1.75	41	1,456	2.10	98	2,190	1.98	140
Total Open Pit	—	—	—	734	1.75	41	1,456	2.10	98	2,190	1.98	140
Underground
Granny Smith	—	—	—	3,571	3.05	350	606	2.76	54	4,177	3.01	404
Wallaby
Zone 80	824	5.12	136	338	3.82	42	55	3.53	6	1,217	4.69	183
Zone 90	1,636	6.33	332	1,043	5.02	168	249	4.68	38	2,928	5.72	538
Zone 100	469	7.28	110	7,259	6.24	1,456	2,273	5.24	383	10,001	6.06	1,948
Zone 110 – 120	—	—	—	6,221	7.30	1,460	4,912	5.67	895	11,133	6.58	2,355
Zone 135	—	—	—	—	—	—	2,213	10.83	770	2,213	10.82	770
Other	545	4.49	79	499	3.57	57	192	4.31	27	1,235	4.09	162
Total underground	3,474	5.88	657	18,932	5.80	3,533	10,500	6.43	2,172	32,906	6.01	6,362
Surface
Surface stockpiles	93	6.31	19	—	—	—	—	—	—	93	6.31	19
Grand total	3,567	5.89	676	19,666	5.65	3,574	11,956	5.91	2,270	35,189	5.76	6,520

Modifying Factors

• » The Measured and Indicated Mineral Resources are inclusive of Mineral Reserves
• » Mineral Reserves are quoted in terms of RoM grades and tonnages as delivered to the metallurgical processing facility and are therefore fully diluted
• » Mineral Reserve statement includes only Measured and Indicated Mineral Resources, modified to produce Mineral Reserves and contained within the LoM plan
• » Mineral Resources and Mineral Reserves undergo regular internal and/or external audits, and any issues identified are rectified at the earliest opportunity – usually during the current reporting cycle

			December
	Units	2016	2015	2014
Mineral Resource parameters
	US$/oz	1,400	1,500	1,500
Mineral Resource gold price	US$/A$	0.76	0.86	0.95
	A$/oz	1,850	1,750	1,570
Cut-off for open pit	g/t	0.63	0.82	1.04
Cut-off for underground	g/t	2.0 – 2.9	1.7 – 2.8	3.1 – 3.5
Mineral Reserve parameters
	US$/oz	1,200	1,300	1,300
Mineral Reserve gold price	US$/A$	0.75	0.84	0.95
	A$/oz	1,600	1,550	1,370
Cut-off for underground	g/t	2.4 – 3.1	2.6 – 3.2	3.5 – 3.8
Mining recovery factor (underground)	%	91	91	91
MCF	%	100	100	100
Dilution underground	%	15	10	10
Plant recovery factor	%	92.6	92	92
Processing capacity	Mtpa	3.5	3.5	3.5

Grade Tonnage Curves

The grade tonnage curves for the underground and open pit Mineral Resource are presented below.

Grade tonnage curve – Underground

Mineral Reserves

The Mineral Reserve estimate for Granny Smith is based on a detailed and engineered LoM plan. All design and scheduling work is undertaken by experienced engineers using appropriate mine planning software. The planning process incorporates realistic modifying factors and the use of appropriate cut-off grades, geotechnical criteria, mining fleet

productivities and other technoeconomic investigations.

The current 12-month operational plan encompasses mining in four zones (Z70, Z80, Z90 and Z100) at Wallaby underground.

The Mineral Reserves are derived from the LoM plan, which is supported by a detailed design

and schedule that takes account of cut-off grades, prevailing geotechnical factors directing optimal sequencing and incorporates appropriate modifying factors. Capital requirements are accommodated in the cash-flow model to ensure sustainable operations over the LoM.

Australia Region (continued)

Granny Smith Gold Mine (continued)

Mineral Reserve Classification

		Tonnes (kt)			Grade (g/t)			Gold (koz)
Classification	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14
UndergroundProvedProbable	1,3838,457	7586,173	6733,734	5.385.28	6.905.73	7.105.81	2391,435	1681,137	154698
Total underground	9,840	6,931	4,408	5.29	5.86	6.01	1,674	1,305	852
SurfaceProved	93	21	96	6.31	6.16	6.50	19	4	20
Total surface	93	21	96	6.31	6.16	6.50	19	4	20
Grand total	9,933	6,952	4,503	5.30	5.86	6.02	1,693	1,310	872

Mineral Reserves Classification per Mining Area

	Proved			Probable			Total Mineral Reserve
	Tonnes	Grade	Gold	Tonnes	Grade	Gold	Tonnes	Grade	Gold
Area	(kt)	(g/t)	(koz)	(kt)	(g/t)	(koz)	(kt)	(g/t)	(koz)
Underground
Other	242	4.37	34	39	3.99	5	282	4.19	38
Z90	718	5.51	127	404	4.76	62	1,122	5.24	189
Z100	422	5.76	78	3,513	5.51	622	3,935	5.53	700
Z110	—	—	—	1,009	5.46	177	1,009	5.46	177
Z120	—	—	—	3,492	5.07	570	3,492	5.07	570
Total underground	1,383	5.38	239	8,457	5.28	1,435	9,841	5.29	1,673
Surface
Surface stockpiles	93	6.31	19	—	—	—	93	6.31	19
Grand total	1,476	5.44	258	8,457	5.28	1,435	9,934	5.30	1,693

Mineral Resource and Mineral Reserve Reconciliation Year-on-Year

Factors that affected Mineral Resource reconciliation	Factors that affected Mineral Reserve reconciliation
year-on-year	year-on-year
Mining depletion from Zones 70, 80, 90 and 100 in the	Mining depletion from Zones 70, 80, 90 and 100 in the
Wallaby underground.	Wallaby underground.
Increase of 1,399koz to the Wallaby underground MineralResource from resource extension discoveries primarily inZone 100, Zone 110-120 and a maiden Inferred Resourcefrom Zone 135.	Resource modelling was supported by strong growth fromdeeper lodes at Zone 110/120 (378koz) due to conversion ofnew Indicated Mineral Resources and resource extensiondiscoveries. This was aided by new Mineral Reserveadditions to zone 100 (199koz) and to Z60-90 (114koz).
Increases of 141koz from Granny Smith, Goanna andWallaby through updated resource modelling.	Improved gold price leading to lower cut-off grades resultedin the inclusion of lower-grade material. Mine designs haverequired the inclusion of ore from the fringes of the mainzones, which are generally of lower grade than the core ofthe ore body.

Mineral Reserve Reconciliation

Mineral Reserve Sensitivity

To illustrate the impact of fluctuations in gold price and exchange rates on the current declaration, Granny Smith has generated sensitivities with respect to Mineral Reserves. The following graph indicates the Managed Mineral Reserve sensitivity at –15% –10%, –5%, +5%, +10% and +15% to the base (A$1,600/oz) reserve gold price.

These sensitivities (other than for the base case) are not supported by detailed plans and depletion schedules. They should only be considered on an indicative basis; specifically as such sensitivities assume 100% selectivity, without any operating cost increases.

Mineral Reserve sensitivity

Competent Persons

Internal technical reviews have been conducted by the Competent Persons as listed, who are full-time employees of Gold Fields Limited and working for the Australia region. Corporate technical oversight, assurance and compliance is provided by the Group Technical Services team (see page 17) .

COMPETENTPERSON	QUALIFICATION	INDUSTRY EXPERIENCE
P JohansenMineralResourceManager	BSc (Hons) Geology, AusIMM membershipnumber 108674	29 years of experience in exploration andmining in Australia and Papua New Guinea(PNG). Two years at Granny Smith.Commodities: gold, nickel, iron ore. He isresponsible for the overall accuracy, standardand compliance of this declaration.
M VelezmoroSenior Engineer:Mining	BSc Mining. MAusIMM membership number305685	19 years' experience in mining in Australiaand Peru. Five years at Granny Smith.Commodities: gold, nickel, zinc, iron ore. Heis responsible for the overall accuracy,standard and compliance of mine planning,schedules and Mineral Reserve estimation,LoM compilation and financial evaluation.
R UrieRegional MiningEngineer	BEng (Hons) Mining Engineering. MAusIMMmembership number 111309	20 years of experience in mining in Australia.Four years in regional role. Commodities:gold, base metals, uranium. He is responsiblefor the overall accuracy, standard andcompliance of mine planning, schedules andMineral Reserve estimation, LoM compilationand financial evaluation.
R TullySuperintendent:Resources	BSc (Hons). MAusIMM membership number992513, AIG membership number 2716	14 years' experience in mining andexploration in Australia and PNG. 10 years atGranny Smith. Commodities: gold, nickel andPGE. He is responsible for Mineral Resourceestimation and reporting.
S HackettPrincipalResourceGeologist	BSc Geology, MAusIMM membership number211644	26 years of experience in exploration andmining in Australia and globally. Four years'experience with Granny Smith. Commodities:gold, nickel, iron ore. He is responsible forMineral Resource estimation and reportingfrom a regional perspective.

Australia Region (continued)

St Ives Gold Mine

At St Ives, the multi-year investment in exploration and project development is paying dividends, with increases to the Mineral Resource and Mineral Reserve in 2016. New discovery accounted for the bulk of the increased Resource base, mainly from Invincible Pit, Invincible UG, Invincible South and Neptune. Invincible OP continued to perform well in 2016 and the footprint will be extended with the start of development for Invincible underground in 2017. With the focus on securing new mines to sustain the current LoM, the open pit opportunities in the Central Corridor/Playa area will be advanced in 2017, along with pre-resource opportunities at the Invincible Deep, Yacht Club and the Speedway Shear prospects. The palaeochannel gold project will be advanced in 2017 aimed at refining the geological modelling and resource block models and to generate an initial scoping study, covering mining and processing options.

			Asset fundamentals
--	--	--	--------------------	--

General location	The St Ives mining operations extend from five to 25km south south-west of the town ofKambalda in Western Australia, approximately 630km east of Perth at latitude 31° 12' S andlongitude 121° 40' E. The nearest major settlement is the town of Kalgoorlie situated 80kmto the north, with well-established power grids, access roads and supporting infrastructure.
Licence status andholdings	St Ives controls exploration and mineral rights over a total area of 112,092ha, which is the totalof the managed granted tenements and has security of tenure for all current exploration andmining leases that contribute to future Mineral Reserves (two additional tenements (291ha) arenon-managed).
Operational infrastructureand mineral processing	St Ives currently operates one underground mine, which is accessed via a decline, and threeopen pits, a centralised administrative office, an engineering workshop and a 4.7Mtpa CIPprocessing plant.
Climate	St Ives is situated in an area of arid bush land. While occasional storm activity may causeminor delays to open pit mining operations, the climatic conditions do not materially impactthe normal operations of the site.
Deposit type	Archaean orogenic greenstone gold hosted in a number of different styles of mineralisation.Lode, supergene and palaeoplacer-style deposits characterise the range of ore body types.
LoM	Ongoing extensional and brownfields exploration continues and could increase the LoM giventhe prevailing Inferred Resource and strengthening exploration pipeline. It is estimated that thecurrent known Mineral Reserves will be depleted in 2021 (five years).
Environmental, healthand safety	The mine maintained OHSAS 18001 Occupational Health and Safety Management Systemcertification and ISO 14001 Environmental Management System certification. St Ives wascertified as fully compliant with the ICMC in 2013. In late-2016, St Ives was found to benon-compliant to the code. Strenuous efforts are being made to attain certification, whichis expected in early-2017.

BRIEF HISTORY

Gold was discovered at Kambalda Red Hill camp in 1897 and during the following 10 years, other gold-bearing locations, such as Victory, were discovered with an estimated total production of 31koz, mostly from the Red Hill group of mines.

Iron-nickel sulphides were discovered near the old Red Hill mine. Western Mining Corporation (WMC) acquired ground and developed a mining and milling operation. From 1966 to 1996, the region produced approximately 34.0Mt of ore at an average grade of 3.1% nickel.

In 1981, the Victory-Defiance complex (Leviathan area) was discovered. Gold production commenced at St Ives using a 0.5Mtpa treatment plant (later expanded to 1.2Mtpa) located at the Kambalda Nickel Concentrator site. In 1988, a new 3.1Mtpa CIL facility was constructed 25km south of Kambalda at St Ives.

During 2001, a 2.0Mtpa heap leach facility was commissioned during the period when Gold Fields Limited acquired St Ives. In 2004, the 4.8Mtpa Lefroy mill was constructed and fully commissioned in early 2005.

An aggressive exploration programme was started in 2006, with full field aircore drilling, and in 2007, the Cave Rocks and Belleisle underground mines were

established. Initiation of the consolidated Leviathan open pit area commenced in 2008.

The Athena-Hamlet deposit was discovered in 2009. This was followed by continued discovery and growth of the Hamlet deposit and commencement of the Athena mine with the first ore intersected in May 2010. Athena reached commercial levels of production in September 2011. Hamlet development intersected first ore in October 2011 as part of a new mine development programme.

During 2012, stoping commenced at Hamlet and Cave Rocks LoM was extended, as well as an early-stage discovery of a new camp (Invincible deposit). In addition, conversion to open pit, owner mining was completed and heap leach processing stopped.

Production from the Neptune palaeochannel open pit commenced in 2013. Following a hiatus in 2015 while reserves were expanded, production recommenced in 2015 and continued through 2016 into 2017.

The ongoing exploration strategy delivered the Invincible camp and group of deposits in 2013, which remains the mainstay of LoM production. First production was achieved at Invincible in Q1 2015. Further depth and lateral extensions to the Invincible deposits will be actively explored as part of the 2017 exploration programme.

KEY DEVELOPMENTS AND MATERIAL ISSUES

• » Reversed four-year downward trend in Mineral Resources and Mineral Reserves
• » Continued investment in the promising mine extensional and regional exploration project pipelines
• » Sustained cornerstone production from the Invincible open pit
• » The Invincible camp has achieved Mineral Resources in excess of 1.4Moz and open pit and underground Mineral Reserves of 362koz and 453koz respectively
• » Maiden Invincible South underground reserve of 188koz, with a total Mineral Resource for Invincible South of 368koz, which is open down-plunge
• » Exploration of early stage targets along the highly prospective Invincible (Speedway) trend and Eastern Causeway are providing encouraging results with an initial Mineral Resource declared for the Justice deposit
• » Drill testing of the extensive palaeochannel network across tenements to define the extent of the mineralised system commenced
• » Athena completed mining of final stopes in Q1 2016
• » In-pit tailing disposal commenced at Leviathan in Q4 2016

Australia Region (continued)

St Ives Gold Mine (continued)

OPERATING STATISTICS

		Historic performance
	Units	C2016	C2015	C2014
Total mined	kt	43,973	22,832	16,758
– Waste mined	kt	39,674	7,275	4,919
– Ore mined	kt	4,300	1,825	1,628
Mined grade	g/t	2.9	2.7	2.2
Open pit mining
Open pit mined	kt	43,114	22,832	16,758
– Waste mined	kt	39,442	21,007	15,130
– Ore mined	kt	3,673	1,825	1,628
Mined grade	g/t	2.6	2.7	2.2
Strip ratio (waste/tonne ore)	waste	10.7	11.5	9.3
Underground mining
Underground mined	kt	859	1,586	2,759
– Waste mined	kt	232	378	683
– Ore mined	kt	627	1,208	2,077
Mined grade	g/t	5.1	4.7	4.0
Processing
Total plant treatment (excl Toll)	kt	3,953	3,867	4,553
CIL tonnes treated (incl Toll)	kt	4,046	3,867	4,553
Head grade	g/t	3.00	3.20	2.60
Yield	g/t	2.84	3.00	2.40
CIL plant recovery factor (excl Toll)	%	92.8	94.6	93.8
Gold production ex CIL Plant (incl GFI Toll payment)	koz	362.2	367	354
Tonnes to heap leach	kt	0	0	0
	koz	0.7	4.3	7.5
Yield ex-heap leach (sold)	g/t	n/a	n/a	n/a
	koz	362.9	372	362
Total gold sold (CIL and HL)	kg	11,288	11,566	11,248
Financials
	US$/oz	1,246	1,161	1,266
Average Au price received	A$/oz	1,672	1,541	1,407
Exchange rate (annual average)	US$/A$	0.75	0.75	0.90
Net operating cost	A$m	244	259	324
	A$/oz	672	697	895
	A$m	188	152	130
Capital expenditure	A$/oz	517	409	360
	A$/oz	1,273	1,288	1,289
All-in Sustaining Cost (AISC)	US$/oz	949	968	1,165
Life-of-Mine
Mineral Reserves	Mt	21.51	17.60	17.80
Mineral Reserves head grade	g/t	2.52	2.72	3.14
Mineral Reserves	Moz	1.74	1.54	1.80

Rounding off of figures presented in this report may result in minor computational discrepancies. Where this occurs, it is not deemed significant.

During 2016, a small amount of ore was toll treated and St Ives received 1.9koz in payment.

Australia Region (continued)

St Ives Gold Mine (continued)

LOCAL GEOLOGY

St Ives lies within the Kambalda domain, a subset of the Norseman-Wiluna Belt. The Kambalda domain is bound by the north-northwest trending Boulder-Lefroy fault (BLF) and Zuleika shear. The region has undergone four compressional events predated by early extension and has been metamorphosed to upper greenschist or lower amphibolite facies.

The main structural feature of the St Ives area is the gently southplunging Kambalda anticline, which extends 35km from the south end of the Kambalda dome to the Junction Mine. The majority of known gold deposits are proximal to the trace of the anticlinal axis. A major second order structure known as the Playa shear splays off the BLF shear zone and can be traced through the St Ives field for a distance in excess of 10km.

There are several styles of gold mineralisation at St Ives. The individual deposits may contain more than one of these styles:

• » Lode mineralisation: Archaean lode mineralisation typically consisting of 0.5m to 20m-wide mesothermal vein complexes that may also have hydraulic breccias and/or mylonites, indicating movement on a shear
• » Supergene mineralisation: Broad zones of flat-lying gold mineralisation in weathered Archaean and overlying tertiary sediments
• » Palaeoplacer mineralisation: Placer deposits hosted by palaeochannels in the unconsolidated tertiary sediments that overlie the Archaean basement

EXPLORATION AND RESOURCE DEFINITION DRILLING

St Ives continuously explores the 112,092ha of managed tenement holding to discover new Mineral Resources. Exploration is split between two teams, the first of which is tasked with target generation and the discovery of new deposits, while the second focuses on developing known resource

positions. These teams are supported by in-house geophysics, regional and corporate technical teams, along with an established Mineral Resources team responsible for QA/QC, data management and Mineral Resource modelling.

St Ives maintains rigorous QA/QC protocols on all its exploration programmes. It draws on industry leading practice for data acquisition and utilises accredited laboratories, which are regularly reviewed both internally and externally. Analytical QA/QC is maintained and monitored through the submission of blanks, certified reference material and duplicates plus umpire laboratory checks.

In 2016, exploration focused on project generation, advancing prospective targets or retiring projects that failed to meet milestone hurdle criteria. Extensional exploration is targeting the Invincible UG group, Hamlet extensions and in the Central Corridor, infill drilling and extensions to Justice, Yacht Club, Intrepid West and Retribution. Additional brownfield exploration is focusing on the Eastern Causeway, Kambalda West and the Speedway trends using a combination of aircore and reverse circulation (RC) drilling, geochemistry and geophysics to generate an integrated prospectivity model to direct future investment. The Speedway trend is a 20km plus prospective belt where exploration success was achieved in 2016, extending the Invincible group of deposits. Systematic geochemical testing of the entire trend will be conducted in 2017 and 2018.

Significant mineralisation has been identified at the Retribution project, Eastern Causeway, with an initial Mineral Resource published for the Justice deposit. Significant mineralisation has been identified south from the Intrepid open pit in the Greater Yacht Club area. The Kambalda West and South West Dome areas are under-explored to date with continued exploration drilling planned for 2017. An electromagnetic (EM) survey will be conducted on the palaeochannel project and extensive channel drilling to gain greater resolution on the

mode of mineralisation. This will support the scoping study, which will include mining and processing options, power and water requirements and permitting.

MINING

Conventional drill and blast with truck and shovel mining techniques are employed at all open pits. Grade control is generally expedited by inclined RC drilling on grids determined by the ore body characteristics. Certain open pit projects that include 10m to 40m of unconsolidated sedimentary overburden do not initially require drilling and blasting. In such projects, hard rock is imported for sheeting to facilitate the access of equipment during mining, and/or dewatering of the sedimentary overburden prior to mining.

Load-and-haul is carried out by 90 to 180 tonne dump trucks and 150 to 350 tonne excavators in backhoe and/or face shovel configuration. Mining benches vary from 5m to 10m, and are excavated in passes (flitches) of about 2.5m to 3m per flitch. Gold mineralisation is mined selectively to cut-off grades, and segregated into grade ranges to balance the ore production and processing capacities onsite and to maximise cash-flow from operations.

Underground mines at St Ives are commonly extensions of open pit mines. Underground operations are characterised by common features, which allow a high level of standardisation in operating strategy, mine design, stoping methods, mining equipment and utilisation. Mines are accessed via declines, with additional raises for return airways and ladder-ways used as a second means of egress. Drives are developed to access the ore and future stoping production areas.

Underground mining at St Ives is predominantly mechanised and conducted by long-hole open stoping (LHoS), with subordinate cut-and-fill and room-and-pillar stoping for the shallower dipping ore bodies. Paste fill and LHoS is used where mandated by geotechnical factors. Electric-hydraulic drilling jumbos and rubber-tyred dieselpowered load, haul, dump machine (LHDs) are used for development and stoping, while trucks are used for load-and-haul operations. Ore from both open pit and underground operations is transported with road trains from individual mining operations to the central St Ives processing facilities.

Mine Planning and Scheduling

Cut-off grades are used to define potentially economic underground mining panels, taking into consideration direct mining and processing costs, group set commodity prices and other parameters. The economic viability of future mining panels is tested by determining whether the margin, after applying the appropriate cut-off grade, is sufficient to cover the required capital development and mining costs.

Open pit optimisation software, in conjunction with economic parameters and physical constraints is used to generate a series of nested pits for open pit mining. An optimal shell is then selected and a detailed design used to confirm the mineability.

Underground mining methods are largely determined by the geometry of the mineralised zones and evaluation may involve review of more than one method. Fit-forpurpose proprietary software is used for mine design and scheduling.

Mine planning is based on 3D block models of in situ mineralisation, with allowances made for minimum mining widths, dilution and ore loss in line with the mining method being considered.

Infrastructure, waste disposal and ore stockpile management requirements are incorporated into the planning process. Ore stockpile management at St Ives strives to optimise the metallurgical blend requirements of the Lefroy Mill, with regard to material types and grade

management. This in turn helps to maximise cash-flow from the operations.

On-Mine Projects

The next major mine project at St Ives will be the development of the Invincible underground mine. Decline development from the Invincible open pit is expected to commence late in Q2 2017. This development will utilise infrastructure established for the Invincible open pit. Amendments to existing lake-based mining permits, as well as completion of technical studies is expected in Q1 2017. Following the commencement of the Invincible underground development, planning will commence for the development of the Invincible South deposit. This is expected to be developed from the Invincible underground infrastructure. Additionally, development of Neptune Stage 3 pit commenced in 2016, utilising a contract mining fleet, and will continue in 2017.

Australia Region (continued)

MINERAL RESOURCES AND MINERAL RESERVES St Ives Gold Mine (continued)

Geology and evaluation models have been updated to reflect the latest available data sets. An integrated mine design and schedule is based on current performance levels and takes cognisance of any inherent risks associated with mining operations at St Ives.

The Mineral Resources are classified as Measured, Indicated and Inferred as defined in the SAMREC Code, 2016. Increasing levels of geoscientific knowledge and confidence are based on geological

understanding, grade variance, drill hole/sample spacing, mining development (amount of exposed and mapped mineralisation) and mining history. The economic evaluation is based on the Group planning gold price, taking into account estimates of all costs, the impact of modifying factors such as mining dilution and metal/ore recovery, processing recovery and royalties. All Mineral Resources and Mineral Reserves reported are 100% attributable to St Ives.

Mineral Resources

The Mineral Resources and Mineral Reserves have been updated using the current Gold Fields planning gold price of A$1,850/oz and A$1,600/oz respectively and reported in accordance with the SAMREC Code. The surface sources include stockpiles that are supported by adequate sampling, and are thus classified as Measured Mineral Resources.

Mineral Resource Classification

	Tonnes (kt)			Grade (g/t)			Gold (koz)
Classification	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14
Open pit andunderground
Measured	2,291	1,268	1,475	3.26	4.59	5.53	240	187	262
Indicated	17,980	17,905	17,496	3.81	3.41	3.98	2,203	1,961	2,238
Inferred	6,538	6,981	6,617	3.56	4.06	4.05	747	912	861
Total open pit andunderground	26,809	26,155	25,587	3.70	3.64	4.09	3,191	3,061	3,361
Surface
Measured stockpiles	3,317	2,967	4,498	1.00	0.85	1.02	107	81	147
Total surface	3,317	2,967	4,498	1.00	0.85	1.02	107	81	147
Grand total	30,126	29,122	30,085	3.40	3.35	3.63	3,297	3,141	3,508

		Measured			Indicated			Inferred			Total Mineral Resource
Area	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)
Open pit
Apollo	10	2.20	1	329	3.20	34	195	2.43	15	534	2.90	50
Incredible	—	—	—	1,144	1.25	46	23	1.15	1	1,167	1.25	47
Invincible Pit	1,007	2.84	92	2,122	4.10	280	132	2.68	11	3,261	3.65	383
Justice	—	—	—	—	—	—	626	2.23	45	626	2.23	45
Neptune	769	2.59	64	4,576	3.32	488	948	2.45	75	6,294	3.10	627
Pistol Club	—	—	—	577	3.71	69	47	1.77	3	624	3.56	71
Santa Ana	—	—	—	1,638	2.21	116	165	2.01	11	1,803	2.19	127
Trinidad	—	—	—	536	2.65	46	49	2.01	3	585	2.60	49
Yorick	—	—	—	91	4.50	13	458	3.26	48	549	3.47	61
Other	5	2.54	—	1,217	2.97	116	784	2.89	73	2,006	2.94	190
Total open pit	1,791	2.73	157	12,229	3.07	1,208	3,427	2.58	284	17,447	2.94	1,649
Underground
Argo	122	4.45	17	601	4.30	83	316	3.46	35	1,040	4.06	136
Hamlet	313	5.70	57	1,726	4.63	257	208	4.27	29	2,247	4.74	343
Invincible UG	—	—	—	2,224	5.21	373	2,080	4.54	304	4,304	4.89	676
Invincible South	—	—	—	1,128	7.55	274	490	5.98	94	1,618	7.07	368
Other	65	4.11	9	70	3.87	9	17	2.83	2	152	3.86	19
Total
underground	500	5.19	83	5,750	5.38	995	3,111	4.63	463	9,361	5.12	1,542
Surface
Surface
stockpiles	3,317	1.00	107	—	—	—	—	—	—	3,317	1.00	107
Grand total	5,608	1.92	347	17,980	3.81	2,203	6,538	3.56	747	30,126	3.40	3,297

Mineral Resource Classification per Mining Area

Modifying Factors

• » All Mineral Reserves are quoted in terms of RoM grades and tonnages, as delivered to the metallurgical processing facilities, and are therefore fully diluted
• » The Mineral Reserve Statements include only Measured and Indicated Mineral Resources, modified to produce Mineral Reserves that are contained in the LoM plan
• » Mineral Resources and Mineral Reserves undergo regular internal and/or external audits, and any issues identified are rectified at the earliest opportunity – usually during current reporting cycle
• » The Measured and Indicated Mineral Resources are inclusive of Mineral Reserves

Australia Region (continued)

St Ives Gold Mine (continued)

		December
	Units	2016	2015	2014
Mineral Resource parameters
Mineral Resource gold price	US$/oz	1,400	1,500	1,500
	A$/oz	1,850	1,750	1,570
Cut-off for oxide ore	g/t	0.55 – 0.96	0.55 – 1.06	0.99 – 1.02
Cut-off for fresh ore	g/t	0.55 – 3.2	0.55 – 3.5	0.99 – 2.8
Cut-off for mill feed	g/t	0.55 – 0.96	0.55 – 1.06	1.0
Cut-off for open pit	g/t	0.55 – 0.96	0.55 – 1.06	1.0
Cut-off for underground	g/t	2.4 – 3.2	2.4 – 3.5	2.4 – 2.8
Mineral Reserve parameters
Mineral Reserve gold price	US$/oz	1,200	1,300	1,300
	A$/oz	1,600	1,550	1,370
Cut-off for oxide ore	g/t	0.5	0.55 – 0.95	0.95
Cut-off for fresh ore	g/t	0.50 – 3.0	0.55 – 3.0	0.95 – 3.1
Cut-off for mill feed underground	g/t	2.6 – 3.0	2.3 – 3.0	2.7 – 3.1
Cut-off for mill feed open pit	g/t	0.5	0.55 – 0.95	0.95
Mining recovery factor (underground)	%	90 – 95	90 – 95	85 – 95
Mining recovery factor (open pit)	%	95 – 98	95 – 98	80 – 95
Strip ratio (waste:ore)	ratio	6.6	9.3	9.3
MCF	%	100	100	98
Dilution open pit	%	2 – 49	20 – 40	20
Dilution underground	%	15 – 25	5 – 40	5 – 40
Plant recovery factor	%	78 – 94	79 – 94	86 – 94
Processing capacity	Mtpa	4.7	4.7	4.7

Grade Tonnage Curves

Grade tonnage curves for the underground and open pit Mineral Resource.

Grade tonnage curve – Surface

Grade tonnage curve – Underground

Mineral Reserves

Mineral Reserves at St Ives increased, post mining depletion, by 13% to 1.74Moz in 2016. The dominant contributors to Mineral Reserves are the Invincible, Hamlet and Neptune mines.

The elevated levels of investment in exploration in 2015 and 2016 are planned to be repeated in 2017 with the expectation of advancing highly

ranked projects through development stage gates to deliver the new generation of mines at St Ives to replace the current mining centres. The uncertainty around the timing of discoveries and inherent lead times to bring a new mine into production are characteristic of orogenic-style operations but a robust project pipeline continues to justify expenditure and future return on investment.

The Mineral Reserves are derived from the LoM plan, which is supported by a detailed design and schedule that takes account of cut-off grades, mining fleet productivities, prevailing geotechnical factors directing optimal sequencing and incorporates appropriate modifying factors. Surface sources include stockpiles. Capital requirements are accommodated in the cash-flow model to ensure sustainable operations over the LoM.

Mineral Reserve Classification

	Tonnes (kt)			Grade (g/t)			Gold (koz)
Classification	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14
Open pit andunderground
Proved	2,797	1,067	1,081	2.15	3.45	4.76	193	118	166
Probable	15,398	13,570	12,264	2.91	3.08	3.78	1,441	1,343	1,490
Total open pit andunderground	18,195	14,636	13,346	2.79	3.11	3.86	1,634	1,461	1,655
Surface
Proved	3,317	2,967	4,498	1.00	0.85	1.02	107	81	147
Total surface	3,317	2,967	4,498	1.00	0.85	1.02	107	81	147
Grand total	21,512	17,604	17,844	2.52	2.72	3.14	1,740	1,542	1,803

Australia Region (continued)

St Ives Gold Mine (continued)

Mineral Reserve Classification per Mining Area

	Proved				Probable		Total Mineral Reserve
	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)
Open pit
Incredible	—	—	—	1,299	1.12	47	1,299	1.12	47
Invincible Pit	1,407	1.97	89	2,898	2.93	273	4,306	2.62	362
Neptune	1,096	1.78	63	4,631	2.42	360	5,728	2.30	423
Pistol Club	—	—	—	490	2.70	43	490	2.70	43
Santa Ana	—	—	—	1,285	1.63	67	1,285	1.63	67
Other	5	2.45	—	1,514	2.42	118	1,519	2.42	118
Total open-cut	2,509	1.89	152	12,117	2.33	908	14,626	2.25	1,060
Underground
Hamlet	224	4.71	34	643	3.65	75	867	3.92	109
Invincible UG	—	—	—	1,712	4.82	265	1,712	4.82	265
Invincible South	—	—	—	875	6.68	188	875	6.68	188
Other	64	3.34	7	50	2.80	5	114	3.10	11
Total underground	288	4.41	41	3,281	5.06	533	3,569	5.00	574
Surface
Surface stockpiles	3,317	1.00	107	—	—	—	3,317	1.00	107
Grand total	6,114	1.52	300	15,398	2.91	1,441	21,512	2.52	1,740

Mineral Resource and Mineral Reserve Reconciliation Year-on-Year

Factors that affected Mineral Resource reconciliation	Factors that affected Mineral Reserve reconciliation
year-on-year	year-on-year
Mining depletion.	Mining depletion.
Reduced costs positively impacting Incredible, Pistol Club,Santa Ana, Yorick and Trinidad.	Improved gold price and lower costs resulted in the additionof lower-grade open-pit material. Slightly higher internaldilution (due to ore body geometry) also contributed to thegrade decline.
Discovery at Invincible South, Invincible UG, Hamlet,	Discovery and conversion at Invincible, Invincible UG,
Neptune, Justice and Pistol Club.	Invincible South, Neptune, Hamlet and Invincible pit.

Mineral Resource Reconciliation

Mineral Reserve Reconciliation

Mineral Reserve Sensitivity

To illustrate the impact of fluctuations in gold price and exchange rates on the current declaration, St Ives has generated sensitivities with respect to Mineral Reserves. The following graph indicates the Managed Mineral Reserve sensitivity at –15%, –10%, –5%, base (A$1,600/oz), +5%, +10% and +15% to the gold price.

These sensitivities (other than for the base case) are not supported by detailed plans and depletion schedules. They should only be considered on an indicative basis, specifically as such sensitivities assume 100% selectivity, without any operating cost increases.

Mineral Reserve sensitivity

Australia Region (continued)

St Ives Gold Mine (continued)

Competent Persons

Internal technical reviews have been conducted on the St Ives asset by the Competent Persons as listed, who are full-time employees of Gold Fields Limited and working for the Australia region. Corporate technical oversight, assurance and compliance is provided by the Group Technical Services team (see page 17).

COMPETENTPERSON	QUALIFICATION	INDUSTRY EXPERIENCE
G SparksManager MineralResources	BapplSc, MSc. MAusIMM membershipnumber 108663, GSA membership number5823	31 years of experience in exploration andmining in Australia. Two years at St Ives.Commodities: gold, copper, silver, lead, zinc.He is responsible for the overall accuracy,standard and compliance of this declaration,and is also responsible for all surfaceexploration and Mineral Resourcedevelopment drilling with oversight ofexploration geology models.
M RouxResourcesGeologySuperintendent	BSc (Hons), Post Grad Cert (Geostatistics),MAusIMM (324099), Pr Sci Nat (400136/09)	He has 16 years' mining industry experience(five years at St Ives), and is responsible forthe oversight and development of technicalstandards/auditing and validation for thesite-wide Mineral Resource estimationprocesses and models.
L GrimbeekMine GeologyManager	BSc (Hons), Pr Sci Nat (400086/92)	He has 30 years' experience in the miningindustry (four years at St Ives) and isresponsible for the mine geology processes,exploration and short- to medium-termMineral Resource development function.
F PhilipsTechnicalManager	B Eng Hons (Mining), MAusIMM, (1125384)	19 years' experience in the mining industry(four years at St Ives) and is responsible forthe overall accuracy, standard andcompliance of mine planning, schedules andMineral Reserve estimation, LoM compilationand financial evaluation.
S ElleryResourceEvaluationSuperintendent	BSc (Hons), MSc Geology, Grad Dip AppliedFinance and Investment (SIA), MAusIMM(110420)	He has 27 years' experience in the miningindustry (24 years at St Ives) and isresponsible for compilation of planningassumptions and compilation of reportedMineral Resource and Mineral Reserveestimates.

Far Southeast – 40% attributable to GFI

Gold and copper deposit in the Philippines

Mineral Resources of 19.8Moz gold and 9,921Mlb copper

LOCATION

The Far Southeast Project (FSE) is located in the well-known mining district of Mankayan in the Cordillera region of Northern Luzon, approximately 250km north of Manila.

PROJECT OWNERSHIP AND CAPITAL EXPENDITURE

The project is held by Far Southeast Gold Resources, Inc. (FSGRI), a joint venture company of Lepanto Consolidated Mining Company (LCMC) and Gold Fields. To date, Gold Fields has acquired 40% of FSGRI for payments of US$230m and has the option to acquire a further 20% by paying an additional US$110m and incurring initial development costs totalling US$165m. The tailing facility TSF5A is 50% owned by FSGRI and 50% by Lepanto.

REGIONAL GEOLOGY

The Mankayan district is underlain by a basement of pre-middle Miocene volcanic and intrusive rocks overlain by an extensive cover sequence of Pleistocene dacitic tuffs and breccias, the eruption of which was accompanied by the intrusion of diorite and dacite stocks and domes. Major north-trending strike-slip faults of the Philippine Fault system dominate the structure of the district and have exerted fundamental controls on igneous activity and mineralisation. The district-scale mineralisation is characterised by intermediate sulphidation veins and fault-controlled high-sulphidation enargite-uzonite deposits that have been mined for precious and base metals principally by the Victoria and Lepanto mines. A number of copper-gold porphyry prospects also exist, which principally include the FSE porphyry deposit itself.

Australia Region (continued)

Far Southeast – 40% attributable to GFI (continued)

DEPOSIT GEOLOGY

The FSE copper-gold porphyry is a deeply concealed deposit associated with a Pleistocene diorite-dacite intrusion complex intruded into Eocene basaltic country rocks. The intrusion complex is cross-cut by several phreatomagmatic breccia pipes which are pre-, syn- and post-mineralisation. The mineralisation is mostly hosted in the intrusion complex and to a lesser extent the basaltic country rocks and is characterised by disseminated sulphides and multi-phase sulphidebearing quartz and quartz-anhydrite vein sets and stockworks.

No exploration or additional conceptual mine design studies were conducted on the FSE project during 2016.

SOCIAL LICENCE TO OPERATE

For Gold Fields to obtain a further 20% interest in the project, a Financial or Technical Assistance Agreement (FTAA) will be required from the Philippines Government. This is dependent on obtaining the Free, Prior and Informed Consent (FPIC) of the local Kankana-ey indigenous people. In mid-2013, the Kankana-ey indigenous people voted in favour of the project and a Memorandum of Agreement was signed with the Council of Elders in February 2015. The Agreement,

together with supporting documentation, is currently being considered by the National Commission on Indigenous Peoples (NCIP) before issuance of a formal certification precondition, which will complete the FPIC process.

In June 2014, LCMC and FSGRI jointly applied for the renewal of Mineral Production Sharing Agreement 001 (MPSA 001), which is the mineral tenement jointly held by the two companies in which most of the FSE deposit occurs. The initial 25-year term of MPSA 001 was due to expire in March 2015. In February 2015, LCMC and FSGRI commenced arbitration proceedings against the Philippine Government regarding whether FPIC is also required for the renewal of the MPSA. In November 2015, the arbitration panel issued an award that FPIC may not be imposed as a requirement for the renewal of MPSA 001 and that the MPSA should be renewed under the same terms and conditions. In December 2015, the Republic of the Philippines filed a petition to vacate the arbitral award with the court. The court rendered a decision in May 2016 to vacate the arbitral award. After the court denied a motion for reconsideration, LCMC and FSGRI subsequently filed a petition for review with the Court of Appeals in July 2016.

Environmental baseline monitoring continued throughout the year as part of FSGRI's Environmental and Social Impact Assessment.

Following a review of the country's 40 metallic mines by the Environment and Natural Resources department in 2016, operations at ten of the mines have been suspended due to environmental violations. These actions increase the overall risk for any mining operation in the region.

MINERAL RESOURCES

The Inferred Mineral Resource for the FSE deposit, first declared in August 2012, is 891.7Mt at 0.7g/t gold and 0.5% copper for 19.8Moz of gold and 9,921Mlb of copper. The resource was reported inside a mining constraint, which assumed an eventual non-selective, bulk underground mining method. The classification of Inferred 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 Inferred Resource has a lower confidence than an Indicated Resource and cannot be converted to a Mineral Reserve.

Resource classification	Tonnes(Mt)	Grade(Au g/t)	Metal(Au Moz)	Grade(Cu %)	Metal(Cu Mlb)
Inferred	891.7	0.7	19.8	0.5	9,921
Total	891.7	0.7	19.8	0.5	9,921

Table 1: FSE Mineral Resources effective 31 August 2012

Notes:

1. These Mineral Resources are not Mineral Reserves as an assessment to a minimum of a pre-feasibility study is required.

2. The Mineral Resource is reported in accordance with the SAMREC Code.

3. The Mineral Resource is reported within an optimised underground bulk mining shell that is derived using scoping study mining, processing and cost parameters, and commodity prices of US$1,650/oz gold and US$8,600/t copper. All Inferred Resource material within the shell is reported.

4. The Mineral Resource is reported without dilution and ore loss parameters.

5. Rounding off of figures may result in minor computational discrepancies. Where this happens, it is not deemed significant.

6. Lepanto Consolidated Mining Company holds a 60% interest, while Gold Fields holds a 40% interest in the Far Southeast Project. Attributable metal is 11.9Moz gold and 5,953Mlb copper to Lepanto and 7.9Moz gold and 3,968Mlb copper to Gold Fields.

OUTLOOK

The main focus of the FSE project is to ensure that it can be advanced subject to technical and economic constraints once the permitting issues are resolved and once the socio-political environment becomes more conducive to mining licence approvals or new mine development. Thus, the project is assisting its joint venture partner to obtain renewal of MPSA 001 and is completing the process to obtain the FTAA. Community projects, stakeholder engagement, environmental and social baseline data gathering and studies will continue to support the permitting process.

Competent Person

Internal technical reviews have been conducted on the FSE project asset by the Competent Person as listed who is a full-time employee of Gold Fields Limited and works for the Australia region. Corporate technical oversight, assurance and compliance is provided by the Group Technical Services team (see page 17).

COMPETENT

A Trueman

Person and Chief Resource Geologist

Lead Competent BSc (Hons) Geology; PGeo, APEGBC 149753; MAusIMM CP (Geo) 110730

PERSON QUALIFICATION INDUSTRY EXPERIENCE

He has geology and resource estimation experience spanning 25 years, including more than five years of relevant experience in the estimation of porphyry systems similar to FSE. He has been part of the project since Gold Fields' first involvement in 2009 and is responsible for the overall accuracy, standard and compliance of this declaration.

Australia Region (continued)

Gruyere Project – 50% attributable to GFI

GFI's 50% ownership is held by Gruyere Mining Co Pty Ltd and will be reported as managed, unless otherwise stated

A long-life, low-cost, undeveloped gold project in the eastern Yilgarn, Western Australia

Mineral Reserve 1.76Moz gold

Mineral Resource 3.31Moz gold

Gruyere is under first time reporting for Gold Fields as part of the Gruyere Project Joint Venture (JV) with Gold Road Resources Limited (Gold Road). Mineral Resources and Ore Reserves are reported as at the time of the JV deal and match the figures in the Gold Road 7 November 2016 ASX announcement.

The feasibility study for the open pit project on the Gruyere deposit, generated defined a ~13-year LoM and the Ore Reserves are based on mining and processing parameters from the feasibility study. The mine will be developed and operated under Gold Fields management and the JV committee.

Asset fundamentals
General location	The Gruyere deposit, centered at latitude 27° 59' south and longitude 123° 50' east, withinthe Yamarna Terrane of the eastern Yilgarn, Western Australia. Gruyere is located 200km eastof Laverton and 1,000km north-east of Perth.
Licence status andholdings	The project, with granted tenements for mining, exploration and miscellaneous of 180,410ha,is located on mining lease M38/1267 granted on 5 May 2016 for a period of 21 years. Themining lease is wholly within the Yamarna Pastoral Lease.
Deposit type	Gruyere is an Archaean orogenic gold deposit. Mineralisation is hosted within the GruyerePorphyry. Gold is associated with varying intensity albite-sericite-chlorite-biotite-calcitealteration of the host rock.
LoM	Feasibility studies for the total project indicate a 3.52Moz Ore Reserve (1.76Moz attributableto GFI) and 15-year project life, supporting average annual gold production of 270,000 (50%attributable to GFI) ounces over LoM of 13 years.

BRIEF HISTORY

Gold Road discovered the mineralisation at Gruyere in August 2013 with interface rotary air blast drilling. To date, a total of 87,066m have been drilled from 470 holes on the project [357 reverse circulation (RC) holes for 41,264m, 73 holes with RC pre-collars for 14,694m RC and 16,506m diamond core tail, and 40 full diamond drill holes (DDH) for 14,603m].

The Gruyere Project is 50% owned by Gold Fields Limited after forming a joint venture with Gold Road in

November 2016. Gold Fields also has acquired a 50% joint-venture position over a further three resources within the Yamarna Terrane (Attila, Alaric, and Central Bore), comprising 144km2 of exploration and mining tenure.

GEOLOGY

The Gruyere deposit is located on a flexure point of the regional scale Dorothy Hills Shear Zone within the Dorothy Hills Greenstone Belt, where the shear zone changes from a northerly direction to a north-northwest direction. Orogenic gold mineralisation is hosted within the steep easterly dipping Gruyere Porphyry, a medium-grained quartz monzonite porphyry that has intruded the country rocks, elongated in the direction of the shear zone. The host Gruyere Porphyry averages around 90m in horizontal width through the deposit with a maximum width of 190m in the centre of the deposit and tapering to around 5m to 10m width at the northern and southern extremities. The entire Gruyere Porphyry is variably altered and gold grade is related to variations in style

and intensity of alteration, structure, veining and sulphide species. Zones containing higher grade gold mineralisation above 1.2 grams per tonne (g/t) gold generally have strong albite ± sericite ± chlorite ± biotite alteration and are associated with a sulphide assemblage of pyrrhotite + pyrite ± arsenopyrite, weak to moderate foliation, common micro-fracturing and steeply dipping quartz veining. Gold mineralisation at Attila, Alaric and Central Bore comprises steeply dipping shear hosted gold in volcaniclastic sequences, with gold associated with zones of albite±sericite±chlorite±pyrite mineralisation.

LEVEL OF STUDY, PROCESSING METHODOLOGY, SUSTAINABILITY AND PERMITS

A feasibility study was completed on the project in October 2016, which showed a 3.52Moz Ore Reserve (1.76Moz attributable to GFI), supporting an average annual gold production of 270,000oz (50% attributable to GFI) over a LoM of 13 years.

The project proposal underwent formal environmental assessment by the Office of Environmental Protection Authority (OEPA) under Part IV of the Environmental Protection Act 1986 (EP Act). The Assessment on Proponent Information, Category A (API-A) that was required for the project was prepared. The management and protection of stygofauna (aquatic fauna that live in groundwater systems or aquifers) that have been identified in the Yeo Borefield area of the project was the key environmental factor identified by OEPA that required formal impact assessment. Final project EPA Part IV approval was received on 29 December 2016. No commonwealth Environmental Assessment was required under the Environment Protection and Biodiversity Conservation Act (EPBC Act).

The approvals strategy adopted is to separate the project into two distinct components: (1) the mining, process plant and associated Infrastructure (inclusive of borefields and access roads); and (2) the gas supply. The Department of Mines and Petroleum (DMP) is the lead agency for mining approvals and is the agency responsible for administering the Mining Act 1978 (Western Australia).

A Project Management Plan, Mining Proposal and Mine Closure Plan detailing information on identification, evaluation and management of environmental impacts relevant to the project and the surrounding environment was submitted to DMP and approval granted in February, 2017. In parallel with these proposals, the project also received various works approvals and licences for construction and operations of prescribed premises under Part V of the EP Act. These approvals, from the Department of Environment Regulation (DER), were also received in February, 2017.

The proposed power source for the project is an onsite, gas fired power station with emergency dual fuel (diesel/gas) capability under a build-own-operate (BOO) contract. Gas will be delivered to site via a

220km gas lateral from the Eastern Goldfields Pipeline (EGP). A Miscellaneous Licence for this gas pipeline alignment is currently being negotiated with underlying tenement holders with the grant of tenure expected in Q2 2017. A number of applications will then be lodged with the DMP to gain approvals for the construction and operation of the pipeline.

Opportunities for sustainability are being investigated on the back of the Gruyere Central Bore Native Title Agreement (GCBNTA) which was signed with the Yilka and Cosmo Newberry Aboriginal Community (CNAC) on 3 May 2016. As registered custodians of the Yamarna area, the Yilka People will realise employment, contracting and training opportunities throughout the life of the project.

Australia Region (continued)

Gruyere Project – 50% attributable to GFI (continued)

MINERAL RESOURCES

The Mineral Resources and Ore Reserves were estimated by Gold Road as of April 2016 and October 2016 respectively, prior to the acquisition of the Gruyere assets by Gold Fields. Gold Road used a gold price of A$1,700/oz and A$1,500/oz for the Mineral Resources and Ore Reserve respectively, which are below the current Gold Fields planning gold price of A$1,850/oz and A$1,600/oz respectively. Gold Road report their Mineral Resources and Ore Reserves in accordance with the requirements of the 2012 JORC Code.

In light of the above and the limited time frame between the acquisition of the Gruyere assets and the Gold Fields year-end reporting cycle, the Gold Road Mineral Resource and Ore Reserve acquisition figures have been accepted as estimated, for the official statement. The Gold Fields' protocols and standards will be applied in the December 2017 Mineral Resource and Mineral Reserve reporting cycle in order to quote a statement that follows the requirements of the SAMREC 2016 Code.

The total project, as well as the GFI 50% share, as held by Gruyere Mining Co Pty Ltd, is reported below.

		Gruyere Project Joint Venture100% basis		Gold Fields Limited50%
Project Name/Category	Tonnes(Mt)	Grade(g/t Au)	ContainedMetal(Moz Au)	Tonnes(Mt)	Grade(g/t Au)	ContainedMetal(Moz Au)
Measured	13.86	1.2	0.53	6.93	1.2	0.26
Indicated	91.12	1.3	3.79	45.56	1.3	1.89
Inferred	42.73	1.4	1.85	21.36	1.4	0.92
Gruyere Total	147.71	1.3	6.16	73.85	1.3	3.08
Measured	0.04	26.6	0.04	0.02	26.6	0.02
Indicated	0.40	9.0	0.12	0.20	9.0	0.06
Inferred	0.19	5.0	0.03	0.09	5.0	0.02
Central Bore Total	0.63	9.0	0.18	0.32	9.0	0.09
Measured	0.66	2.0	0.04	0.33	2.0	0.02
Indicated	3.85	1.5	0.19	1.93	1.5	0.09
Inferred	0.79	1.6	0.04	0.39	1.6	0.02
Attila Trend Total	5.30	1.6	0.27	2.65	1.6	0.14
Measured	14.57	1.3	0.6	7.28	1.3	0.3
Indicated	95.37	1.3	4.09	47.69	1.3	2.05
Inferred	43.70	1.4	1.92	21.85	1.4	0.96
Total	153.64	1.3	6.61	76.82	1.3	3.31

Notes:

All Mineral Resources are completed in accordance with the 2012 JORC Code

The Gruyere Project Joint Venture is a 50:50 joint venture between Gold Road and Gruyere Mining Company Pty Limited, a wholly owned Australian subsidiary of Gold Fields Ltd

Gruyere Mineral Resource reported at 0.5 g/t gold cut-off, constrained within an A$1,700/oz gold optimised pit shell based on mining and processing parameters from the PFS and geotechnical parameters from the previous Mineral Resource estimate (Gold Road

ASX announcement dated 22 April 2016)

Central Bore Mineral Resource reported at 1.0 g/t gold cut-off (2014 Annual Report)

Attila Trend (Attila and Alaric) Mineral Resource reported at 0.7 g/t gold cut-off, constrained within an A$1,600/oz gold optimised pit shell (Gold Road ASX announcement dated 16 September 2015)

All figures are rounded to reflect appropriate levels of confidence. Apparent differences may occur due to rounding

Mineral Resources are inclusive of Ore Reserves

Gruyere JV Classified Ore Reserve

		Total Gruyere Project JV100% basis			Gold Fields Limited50%
Category	Tonnes(Mt)	Grade(g/t Au)	ContainedMetal(Moz Au)	Tonnes(Mt)	Grade(g/t Au)	ContainedMetal(Moz Au)
Proved	14.87	1.1	0.52	7.44	1.1	0.26
Probable	76.70	1.2	3.00	38.35	1.2	1.50
Total	91.57	1.2	3.52	45.78	1.2	1.76

Notes:

The Ore Reserve is completed in accordance with the 2012 JORC Code

The Gruyere Project Joint Venture is a 50:50 joint venture between Gold Road and Gruyere Mining Company Pty Limited, a wholly owned Australian subsidiary of Gold Fields Ltd

Gold Road holds an uncapped 1.5% net smelter return royalty on Gold Fields Ltd's share of production from the Gruyere Project Joint Venture once total gold production exceeds 2Moz

The Ore Reserve for the Gruyere deposit is evaluated using a gold price of A$1,500/oz (ASX announcement dated 19 October 2016) The Ore Reserve is evaluated using variable cut-off grades: Oxide 0.35g/t gold, Transitional 0.39g/t gold and Fresh 0.43g/t gold Ore block tonnage dilution averages 3.2%; Ore block gold loss is estimated at 1.4%

All figures are rounded to reflect appropriate levels of confidence. Apparent differences may occur due to rounding

Competent Persons

The Competent Persons listed below are full-time employees of Gold Road Resources Limited, except for D Varcoe and B Gosling who are external consultants.

COMPETENTPERSON	QUALIFICATION	INDUSTRY EXPERIENCE
J OsborneExecutiveDirector –Exploration andGrowth	BSc Geology (Hons). Fellow of theAustralasian Institute of Mining and Metallurgy(FAusIMM 209333)	25 years of field and management experiencecovering all aspects of the mining andexploration process in Australia andinternationally through senior positions heldwith Gold Fields Ltd and WMC ResourcesLtd. He is the lead Competent Person and isresponsible for the overall accuracy, standardand compliance of the declaration.
J DonaldsonGeologyManager	BSc Geology (Hons). Member of theAustralian Institute of Geoscientists and aRegistered Professional Geoscientist (MAIGRPGeo Mining 10147)	24 years' experience in mine geology andresource geology, specialising in goldresource estimation in Australia andinternationally through senior and managerialpositions held with Gold Fields Ltd and WMCResources Ltd. He is responsible forcompiling and reviewing the Mineral Resourceestimates.
D VarcoeOre ReserveConsultant– AMCConsultants	BE Mining Engineering. Member of theAustralasian Institute of Mining and Metallurgy(MAusIMM 105971)	31 years of experience in mine managementand planning with Gold Fields Ltd, Rio Tintoand GME Resources. As a consultant to GoldRoad Resources Limited, he is responsible forcompiling and reviewing the Ore Reserveestimate.
B GoslingProcessEngineering,Design Work andCostingConsultant – GREngineeringConsultants	BE Extractive Metallurgy, MBA. Fellow of theAustralasian Institute of Mining and Metallurgy(FAusIMM 105699)	31 years extractive metallurgy and seniorprocess engineer experience around Australia.Commodities include gold, nickel, lead andzinc. As a consultant to Gold Road ResourcesLimited, he is responsible for compiling andreviewing the process engineering designwork and costing.

In addition to the team of Competent Persons outlined above, the Gruyere FS relied on the review, participation and technical input from a range of experts who are independent of Gold Road. Refer to GOLD ROAD RESOURCES, GRUYERE GOLD PROJECT – Located in Western Australia, Feasibility Study Technical Report (Table 3-1). ASX Announcement 15 November 2016

South Africa Region

South Africa Region salient points

Mineral Resources 63.0Moz

Mineral Reserves

37.3Moz

OPERATION

South Deep

South Deep is designed to access and exploit one of the largest gold ore bodies in the world. At steady state, the mine will be a low-cost, long-life mechanised mining operation. Due to its depth, geometry and fully mechanised bulk mining method, the mine has no real proxy operation in the industry to compare and benchmark with. There are some similarities to the Target Mine, but the mining in this case is by conventional destress slotting and mechanised open stoping. South Deep presented its rebase plan to the market in February 2017.

The South Deep rebase plan has been formulated over the past 24 months, which resulted in strategic changes to improve the viability of the mining operation. The work involved a comprehensive technical infrastructure and capacity review programme that encompassed the following key areas:

• » Dividing the ore body into a series of mining blocks, to allow the operation to be suitably focused (Current Mine, NoW, SoW W and SoW E)
• » Conducting geotechnical modelling to determine layouts of increased stability and lower seismic risk. These changes include – change from low profile destress to high-profile destress, changes to the destress pillar layout to larger rectangular yielding pillars and migrating from primary and secondary stoping to sequential stoping
• » General improvements in operational efficiencies such as: maintenance, backfilling and drill and blast
• » Putting the focus on open stoping as the primary method of increasing production
• » Capacity and productivity analysis » Ore handling facilities and potential
• bottlenecks
• » Compliance to plan and reconciliation
• » Risk and mitigation
• » Assessment of growth capital infrastructure requirements for ventilation/refrigeration, ore handling, pumping, backfill, electrical and workshops

South Deep's rebasing process has set a strong operational platform to deliver rampup, sustained steady state production and targeted cash-flows

This work involved expert input from specialist consultants who also assisted with the detailed peer review of the final consolidated rebase plan. This ensured effective integration of the infrastructure development programme and capital funding, corridor sequencing and the geotechnical and ground support requirements.

The Mineral Resource and Mineral Reserve are fundamental to the integrity of the rebase plan and the overall LoM and have been independently audited for technical assurance and compliance to the SAMREC Code by Shango Solutions (Geology) and Optiro (Resource estimation) and by Roscoe, Postle and Associates, RPA (Reserve and LoM plan). Their respective statements confirming compliance to the SAMREC Code and JSE section 12 Listing Requirements can be referenced in the appendix to this supplement.

The rebase plan reflects a strategy that repositions South Deep to continue mining in the Current Mine area (mainly extraction of secondary stopes) and in the NoW area to ensure that these well understood blocks deliver a minimum of a ten-year operational plan from ramp-up. The main benefit of focusing extraction from the Current Mine and NoW areas is to improve capital efficiency and to establish and optimise full mining method and production efficiencies before fully investing in building the mine in the South of Wrench (SoW) area.

The independent Geotechnical Review Board (GRB), a committee of local and international experts' has continued to peer review progress at the mine and provide exposure to industry leading practices, operational derisking and world-class geotechnical support in massive underground mining at depth. In conjunction with the GRB, the following mine design layout criteria have been applied to the rebase plan:

» A reduction in the extraction ratio by 10% by adjusting the span between barrier pillars from 240m to 180m

• » A change in mining layout from a low-profile destress configuration to a high-profile destress configuration for the efficient use of trackless equipment
• » Changes to the destressed pillar layout involving small crush pillars to larger rectangular yielding pillars
• » Changing the stoping sequence from primary and secondary to sequential extraction on a centre panel outward, providing increased flexibility through additional mining fronts

The transition to a long-hole stoping operation gains momentum in 2017 and the technical organisation, systems and processes needed to adapt to this change will be a core management focus to facilitate delivery of the plan. It will be

essential that established improvement programmes regarding the underground mechanised equipment, underground operating conditions, geotechnical engineering and backfill are maintained during 2017 and 2018.

These improvements lay the foundation for long-term sustainable gold production and targeted cash-flows, underlain by a strong continuous business improvement strategy based on the Sandcone Model1 of improvement driving quality, dependability, throughput, flexibility and ultimately value.

1 The Sandcone Model of improvement is an analogy that seeks to explain how assigning priorities to Operations Objectives may result in lasting improvements in performance.

Operational profile
Mining method	Fully mechanised horizontal destress andlong-hole stoping supplemented by scattereddrift and benching.
Infrastructure	Two shaft complexes with ventilation andrefrigeration capacity; primary twin shaftscomplex with single drop access to bottomlevels, complemented by South shaft complexwith twin sub vertical shaft systems for upperlevel access and services support. Backfillplant with distribution network, undergroundworkshop and pumping capacity. Accessdevelopment on four (4) levels to the ore body,sufficient for 10 years+ mining. Metallurgicalplant with 330ktpm capacity and tailingsfacilities.
Mineralisation style	Multiple stacked palaeoplacer
Mineralisationcharacteristics	i.Mineralisation hosted by conglomerates(reefs)ii.Laterally continuous with long-rangepredictabilityiii. Clear patterns of predictable mineralisationgoverned by sedimentary characteristicsiv. Ore body definition programmes ongoingfor grade and structure

South Africa Region (continued)

West Wits line

REGIONAL GEOLOGY

South Deep is located in the Far West Rand Goldfield on the northwestern rim of the Witwatersrand Basin. This basin comprises a 6,000m-thick sequence of predominantly clastic sedimentary rocks, the upper part of which, the Central Rand Group, is characterised by the occurrence of auriferous and uraniferous quartz-pebble conglomerates (reefs) that are sporadically interspersed between finer grained and largely barren quartzitic units. All major reef units are developed above sedimentary unconformity surfaces. The angle of unconformity is typically greatest near the basin margin and decreases toward more distal areas

The reefs are considered to represent extensive fluvial deposits into a yoked basin, some 350km long in an east-north-easterly direction, and 200km wide in a north-north-westerly direction. The reefs are continuous as a consequence of the regional nature of the erosional surfaces. Preferential reef development within channel systems and sedimentary features such as facies variations and channel frequency assist in mapping out local gold distributions.

The gold is deemed to be primarily of detrital origin, deposited syngenetically with the conglomerates. Although the gold generally occurs in native form and is usually associated with pyrite and carbon, most of it has been subsequently modified and locally remobilised during secondary hydrothermalism. The most fundamental control to the gold distribution remains the association with quartz-pebble conglomerates on intra-basinal unconformities. The Modified Palaeoplacer Model is the favoured mineralisation model that is currently in use.

EXPLORATION DRILLING AND EXPENDITURE

On-lease metres drilled and expenditure for the 12-month period ended 31 December 2016 are summarised below (exclusive of grade control drilling). No brownfields surface drilling exploration was conducted during 2016.

In accordance with the SAMREC 2016 Code, South Deep maintains rigorous QA/QC protocols on all its resource definition programmes. It draws on industry leading practice for data acquisition and utilises accredited laboratories which are regularly reviewed both internally and externally. Analytical QA/QC is maintained and monitored through the submission of sample blanks, certified reference material and duplicates, plus umpire laboratory checks. The database was independently reviewed and validated by external consultants in 2016 and served as input to the updated geological modelling and resource estimation models, which were also externally reviewed to confirm technical assurance and reporting compliance by industry and subject matter experts.

		December 2016			December 2015
	Metres	ZAR	US$	Metres	ZAR	US$
Operation	drilled	(millions)	(millions)	drilled	(millions)	(millions)
South Deep	2,602	5.58	0.38	1,800	4.771	0.38

SOCIAL LICENCE TO OPERATE

South Deep's commitment to continued improvement in health, safety and environmental management is underpinned by its ISO 14001:2004 and OHSAS 18001 certification, and its certification to the ICMC.

Energy and carbon management is a key business imperative to reduce the mine's carbon footprint and to realise cost savings through the implementation of energy efficiency initiatives. South Deep developed a five-year energy security plan during 2015 to manage the supply risks currently faced by South Africa's national electricity utility, Eskom. Implementation of the plan commenced during 2015, during which an option for a solar photovoltaic (PV) project was identified. Having onsite PV power would stabilise the supply and reduce electricity costs as well as reduce the carbon footprint of South Deep. It is planned to conclude a PPA by Q4 2017 and to deliver solar PV power to South Deep by H2 2018.

Other environmental initiatives are focused on responsible water, air (including dust control) and mine closure management, and on maintaining regulatory compliance.

The approved 2011 water use licence was amended and submitted as an integrated water use licence during May 2015. Approval is still awaited. The water management systems at South Deep are continuously being reviewed to ensure compliance with the approved 2011 licence conditions and regulations. An extensive water monitoring programme is in place.

South African legislation requires the submission of a Social and Labour Plan (SLP) as a prerequisite for the granting of mining or production rights. The SLP requires mining companies to develop and implement comprehensive human resources development programmes (including employment equity plans) and Local Economic Development (LED) programmes. These programmes are aimed at promoting employment and advancing the social and economic welfare of all

South Africans with a strong focus on community development. South Deep continues to implement the commitments in the SLP and provides an annual report to the regulator on its progress with meeting these commitments.

The Gold Fields and Sibanye Gold Alliance (Alliance) was formed with the vision of building sustainable host communities that will endure long after the life of mining in the area. The key focus of the alliance, the South Deep Education and South Deep Community Trusts, as well as other key socio-economic development projects initiated by South Deep, is to increase the proportion of the mine's spend on host community procurement, to reduce unemployment and to enhance education-related opportunities.

South Africa Region (continued)

South Deep Gold Mine

In February 2017, Gold Fields delivered the revised plan, termed the rebase plan, to the market. This 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.

Asset fundamentals
General location	South Deep Gold Mine is situated in the magisterial districts of Westonaria and Vanderbijlpark(Gauteng province), some 45km south-west of Johannesburg at latitude 26º 25' south andlongitude 27º 40' east. It is accessed via the N12 provincial road between Johannesburgand Potchefstroom.
Licence status andholdings	The conversion of the old order mining right to a new order mining right, as required in termsof the Minerals and Petroleum Resources Development Act, No 28, 2002 (the MPRD Act),was approved in July 2010. The aerial extent of the South Deep lease area is 4,268ha. Allrequired authorisation has been obtained and is in good standing.
Operational infrastructureand mineral processing	The workings are accessed from the surface through two shaft systems, the Twin ShaftComplex (main and ventilation shafts), of which the main shaft comprises a single-drop to adepth of 2 998m, the vent shaft to 2 947m and the South Shaft Complex, which is a subvertical system (four shafts) to 95 level at a depth of 2 786m.The mine is divided into three main areas:1. Current Mine, defined by historical conventional tabular mining, consisting of threecorridors separated by regional pillars. The area is currently still active with selective miningaccessed from three levels.2. The NoW area, directly south and down dip of Current Mine and extending to the Wrenchfault in the South, comprises six corridors separated by regional support pillars. This areais predominantly extracted by means of horizontal mechanised destress, followed bylong-hole stoping methods and accessed from two active levels and a decline rampsystem.3. SoW is split into east and west areas, are situated south of the Wrench fault and NoWand will be mined in the same manner as the NoW.South Deep Gold Mine operates one on-property gold plant. The comminution circuitcomprises two stage milling with a free gold recovery circuit. Gold recovery is carried out usinga conventional leach/carbon-in-pulp (CIP) circuit. Final product from both the free gold andCIP circuits is smelted into bullion.
Tailings storage facility	South Deep Gold Mine utilises one tailings storage facility (TSF) known as the Doornpoort TSF.The TSF footprint is designed to accommodate the LoM tonnage excluding backfill. The firstphase of the dam was completed in 2011 and the top of the starter wall will be reached bymid-2018. Based on the current plan Phase 2 TSF infrastructure expansion will be required in2021.
Climate	No extreme climate conditions are experienced that may affect mining operations. The regionalclimate is classified as Cwb (warm temperature; winter dry; warm summer) under KöppenGeiger climate classification.
Deposit type	Intermediate to deep-level gold mine (> 2,000m below surface) exploiting auriferouspalaeoplacers (reefs), namely the conglomerates that comprise the Upper Elsburg Reefs of theMondeor Formation and the Ventersdorp Contact Reef (VCR).
LoM	It is estimated that the current Mineral Reserves will be depleted in 2095 (79 years).
Environmental, healthand safety	South Deep reports its level of compliance in respect of its Social and Labour Plan and MiningCharter commitments on an annual basis. Furthermore, during Q3 2016, a complianceinspection was conducted by the Department of Mineral Resources (DMR) on the titleconditions contained in South Deep's new order mining right. No material issues were notedand South Deep has not received any further formal communications from the DMR.An amendment to the current approved water use licence was submitted during May 2015.Approval is still pending. A consolidated EMP (current EMPs were approved in 2010 and2012) was submitted for approval during Q4 2016. The mine's safety and environmentalmanagement systems are OHSAS 18001 and ISO 14001 certified. The mine is certified incompliance with the International Cyanide Management Code (ICMC).

BRIEF HISTORY

Commercial production of the Western Areas Gold Mine commenced in September 1951. In 1990, Western Areas Gold Mining Company Limited (WAL) shareholders approved the transfer, cession and assignment of certain land and mineral rights to South Deep Exploration Company Limited in exchange for its shares. WAL and South Deep Exploration Company Limited merged on 1 January 1995. Development of 95 Level across to the planned collar position of Twins commenced.

On 1 April 1999, the Placer Dome/ Western Areas (PDWA) joint venture (JV) was formed and in February 2000, the name of the mine was changed to South Deep Gold Mine. Sinking of the ventilation shaft was completed to 95 level in 2001 and the main shaft to 110 level in 2002, concurrently a 7,200tpd capacity mill was commissioned. The Twin Shaft Complex was officially opened on 4 February 2005.

Barrick Gold Corporation acquired a majority interest in Placer Dome Inc. on 20 January 2006 and Gold Fields acquired Barrick's 50% JV interest in the PDWA JV on 1 December 2006. In April 2007, Gold Fields acquired all remaining WAL shares and consequently owned 100% of South Deep Gold Mine at that time. All conventional mining was stopped in 2008 and commenced low profile mechanised distress.

A new-order mining right was granted to South Deep in 2010, including the area known as Uncle Harry's. During 2011, Newshelf 899 (Proprietary) Limited (Newshelf) was established, which holds a 100% interest in South Deep gold mine. Newshelf is a 90% subsidiary of GFI and the remaining 10% is held by outside shareholders as part of the Broad-based Black Economic Empowerment (BBBEE) transaction.

Post a pre-feasibility study, the ventilation shaft was deepened to 110 level and was commissioned in 2012.

The mine converted from low profile to high-profile mechanised destress in 2015. The corridor span was decreased from 240m to 180m resulting in an increase in the number of mining corridors from four to six.

South Deep presented the rebase plan to the market in February 2017, incorporating the work and recommendations of the Geotechnical Review Board (GRB), together with expert input from specialist consultants on the other key areas of the plan.

KEY DEVELOPMENTS AND MATERIAL ISSUES

South Deep experienced a landmark year during 2016, with improvements recorded in almost every aspect of the mine. Organisational capacity, mine design and planning, production output and mining quality have significantly improved. South Deep developed a rebased production plan, which includes improvements in the full mining value chain together with higher confidence scheduling parameters. The plan reflects improved overall confidence in terms of mine design, scheduling and operational execution and is supported by realistic and risk-adjusted inputs that have been peer reviewed by external consultants and experts. These improvements lay the foundation for a robust production ramp-up phase and solid ~ten-year plan that focuses on maximising delivery from the ore body in the Current Mine and NoW areas, before establishment of SoW.

The capacity and skills to drive continuous business improvement have been embedded at the mine, in conjunction with the necessary management capability, so that the productivity, efficiency and quality drivers needed to realise the ramp-up and steady state production are delivered.

South Deep has a similar risk profile to other deep level operations; however, due to its ore body geometry, its mining methods are unique. As future lessons are learned, it is expected the mining

methods will require ongoing optimisation and refinement to ensure that full site potential is achieved. The high-profile destress method was successfully implemented during 2016, with all destress activities conducted utilising this method by quarter three 2016. Further enhancements were also made to this mining method driven by upgraded geotechnical and production efficiency parameters. The revised design includes:

• » Twin access to each of the destress cuts, elimination of trucks in the stoping horizon with improved ore-flow design, engineering infrastructure and ventilation flow
• » Larger yielding pillars (rib pillars) in the destress area and reduced corridor spans resulted in a 'stiffer' support system that reduces convergence and therefore reduces the seismic risk
• » The rib pillar design has reduced the requirement for backfill during the destressing phase
• » The long-hole stoping sequence will be changed from a primarysecondary extraction strategy to a sequential method to further improve the geotechnical stability and maximise extraction

The mine continued to refurbish and build on its infrastructure platform, including the shaft, ore-handling facilities, backfill, ventilation and refrigeration infrastructure. Significant investment was made in skills development with core training programmes for engineering and mining personnel. In addition, outsourced equipment maintenance was implemented to improve fleet maintenance capacity, while also transferring higher technical skills to the organisation.

Over the past two years energy release rates have reduced, as a result of the improvements made in yield pillar design and the geometry of the destress mining front. The seismicity associated with the advance of the destress cuts is comparable with other deep level mines.

South Africa Region (continued)

South Deep Gold Mine (continued)

Reference

Historical Mining on Ventersdorp Contact Reef Faults Historical Mining on Upper Elsberg Reefs Shafts Current Mining on Upper Elsberg Reefs Borehole No. and Surface Position of Old Boreholes Development off Reef Mining Right Area Dykes

Gold Fields Limited South Deep Gold Mine

PLAN SHOWING UNDERGROUND WORKINGS AS AT 31 DECEMBER 2016

Gauss Conform Projection. Central Meridian Lo. 27° East

OPERATING STATISTICS

	Units	C2016	C2015	C2014
Development
Total development	m	6,933	4,701	5,526
– Waste development	m	1,405	990	652
– Reef development	m	5,528	3,711	4,874
Underground mining (including development)
Total destress mined	m2	32,333	30,499	29,071
Total mined	kt	1,722	1,239	1,092
– Waste mined	kt	111	88	65
– Ore mined	kt	1,611	1,151	1,027
Mined grade (ore only)	g/t	5.6	5.4	5.5
Mined grade (ore and waste)	g/t	5.3	5.1	5.1
Gold broken	kg	9,063	6,260	5,598
Processing
Surface rock dump (SRD) mining	kt	507	214	57
SRD value	g/t	0.1	0.2	0.1
Underground ore – mining	kt	1,634	1,231	1,176
Underground ore – value	g/t	5.5	5.0	5.3
Total tonnes treated	kt	2,249	1,496	1,323
Head grade1	g/t	4.2	4.3	4.9
Yield (combined)	g/t	4.0	4.1	4.7
Plant recovery factor	%	96.4	96.0	96.5
Total gold production	kg	9,032	6,160	6,237
Gold sold	koz	289	198	201
Financials
Gold price received	US$/oz	1,238	1,173	1,271
	ZAR/kg	584,894	478,263	442,144
Exchange rate (annual average)	ZAR:US$	14.70	12.68	10.82
Net operating cost	Rm	3,992.5	3,000.2	2,657
	ZAR/kg	442,039	487,016	425,914
	Rm	1,144	847	892
Capital expenditure	ZAR/kg	126,705	137,719	159,355
	US$/oz	268	338	458
All-in Cost (AIC)	ZAR/kg	583,059	635,622	602,363
	US$/oz	1,234	1,559	1,732
All-in Sustaining Cost (AISC)	ZAR/kg	570,303	607,429	538,254
	US$/oz	1,207	1,490	1,548
Life-of-Mine
Mineral Reserves	Mt	217.6	218.8	223.2
Mineral Reserves head grade	g/t	5.3	5.3	5.3
Mineral Reserves	Moz	37.3	37.3	38.0

1 Includes SRD and underground waste development

Rounding off of figures presented in this report may result in minor computational discrepancies. Where this occurs, it is not deemed significant.

South Africa Region (continued)

South Deep Gold Mine (continued)

LOCAL GEOLOGY

The South Deep mining right area is underlain by outliers of Karoo Supergroup shales and sandstones, followed by the Pretoria Group sediments and the Chuniespoort Group dolomites. The Chuniespoort Group overlies the Klipriviersberg Group volcanic rocks, which in turn are underlain by the Central Rand Group that hosts the gold-bearing conglomerates (reefs) exploited by

South Deep. The reef horizons exploited at South Deep include the Ventersdorp Contact Reef (VCR) and the Upper Elsburg formation conglomerates. In the western half of the mining lease area the VCR occurs as a single reef horizon that overlies footwall lithologies of the Turffontein Subgroup. The Upper Elsburg reefs, subcropping below the VCR in a north-northeast trend, comprise multiple stacked reef

horizons forming an easterlydivergent clastic wedge as illustrated in the schematic section below. This wedge attains a thickness of approximately 120m to 130m in the vicinity of the eastern boundary of the mining right area. The Upper Elsburg Reefs constitute ~99% of the South Deep Mineral Reserve ounces, while the VCR makes up the remaining ~1%.

East-West section of the South Deep Ore Body (Linked to Mining Method)

The geological structure at South Deep is dominated by north-south trending primary fault systems, which include the West Rand, Panvlakte and Waterpan Faults. The West Rand Fault is an activated thrust fault, which is now represented as a normal fault with a maximum throw of 2,200m down to the west at the northern extreme of the property. The West Rand – Panvlakte horst block is situated between the Kloof gold mine to the west and the South Deep gold mine to the east.

On the mine lease a series of post depositional west-east trending faults are present, but of most significance, is the fault furthest to the south known as the Wrench fault. The Wrench fault shows approximately 350m right lateral movement and between 80m and 140m down throw to the north.

Different populations of dykes also network across the mine lease. Some are orientated roughly north-south, are near vertical and can attain thicknesses up to 30m. The most significant of these is the Gemsbokfontein No 1 and No 2, which extend north-south through the property.

Geological Modelling and Resource Estimation

The complex ore body consisting of several reef horizons is well understood as a result of a combination of 3D seismic modelling, extensive surface and underground drilling integrated with effective resource modelling that has provided valuable information on the geological structure, sedimentology and gold distribution patterns at the mine.

Geological models are based on all available structural, grade and sedimentological data. The structural data is used to generate 3D models whilst the sedimentological, gold value and channel width data is used to delineate the geologically homogeneous domains. The geo-domains define the proximal to distal grade relationships and are used to constrain the statistical and geostatistical analyses that form the basis of the resource estimation process. The resource model is further processed within a minimum mining width model, which is aligned to the prevailing mining methods. The geological and resource models are updated on an annual basis using propriety software applications.

EXPLORATION AND RESOURCE DEFINITION DRILLING

The exploration strategy aims at matching the resource confidence level to the short-, medium- and long-term mine design and schedule. To this end, three distinct borehole programmes are utilised, namely:

• 1. Grade Control Drilling: This method is utilised to provide high resolution ore resource information for short-term excavation design. The drilling programme aims to achieve an approximate 30m x 30m grid within a zero to two-year period ahead of the working face. This type of data is used for localscale facies determination, structural definition, stratigraphic modelling and assaying for grade and tonnage estimation.
• 1. Long-Inclined Borehole (LIB) Drilling: This method is utilised to provide ore resource information for medium-term excavation design. The LIB drilling programme provides information ahead of the face at an approximate 300m grid. These holes are designed flatter than the grade control drilling to achieve the trajectory needed to collect data as far ahead of the face as practically possible. LIB drilling provides additional data for structural definition, stratigraphic modelling and an indication of

grade trends. This drilling programme is focused on a ten year production window ahead of the current working faces.

1. Surface Drilling: This method is used to provide information for long-term facies boundaries, structural definition, stratigraphic modelling and resource estimation. The completed programme primarily focused on the SoW area and yielded 81 intersections and achieved a drill coverage grid of approximately 522m. The drilling programme is complemented by a surface 3D seismic survey, which effectively defined the VCR/Lava contact position which demarcates the top of the Upper Elsburg ore body and it also provided resolution on geological features impacting the long-term LoM plan. The seismic survey results have been validated by borehole intersections to an accuracy of ~20m.

South Africa Region (continued)

South Deep Gold Mine (continued)

3D schematic illustration of the South Deep Gold Mine

MINING

Mining Methods

Current primary production is provided from two discrete mining areas, Current Mine (CM) and NoW, and are exploited by means of distinctly different mining methods.

The CM area is characterised by conventional mining that was employed historically and before ownership by Gold Fields, which served as destressing for mechanised massive mining above and below these horizons in the remaining Elsburg reefs. Mining activities are largely scattered over

the whole of CM. These areas are accessed with normal development from existing ramps and extracted with drifts, benches and long-hole stopes. Due to the constraints of mining between old or legacy excavations, the resource to reserve conversion is generally low, and not representative of the conversion planned in the NoW area. However, the potential opportunity offered by these legacy blocks will be assessed in due course to identify any feasible mining method that could be applied to effect their safe and economic extraction in the future.

The NoW area is largely unmined and as such will benefit from utilisation of the optimised mine design and extraction sequencing which can be effectively applied to a 'blank canvass' with no constraints from historical mining. This massive mining method is aimed at the efficient extraction of the thick ore body with minimum dilution and ore loss. Mechanised bulk mining is applied due to the inherent efficiency in breaking and moving large quantities of ore. Owing to South Deep's depth, a destress cut is required to lower the in-situ stress regime, such that mechanised bulk mining can be conducted. This destress cut also serves as access for bulk long-hole stoping. The 5.5m-high destress cut is mined horizontally into the ore body with mechanised equipment similar to a room and pillar layout. From the destress cut, long-hole stoping (20mH x 13mW x 60mL) is applied to extract the remainder of the Upper Elsburg's to the cut above or the limit of the target zone. Thinner target areas above and below the destress cuts are mined with drifts and benches similar to CM. The combination of these methods, applied in NoW, significantly improves the resource to reserve conversion rate and forms the basis for the extraction methodology into the future.

All stoping areas are backfilled after completion to increase geotechnical stability of the surrounding rock mass and optimise extraction rates.

Mine Planning and Scheduling

Full consideration of the ore body characteristics, the geotechnical constraints and all inter-dependent operating activities and cycles are taken account of in profiling the mine design and production sequencing for South Deep. A combination of development and destress activities are sequenced to establish access to the ore body and necessary infrastructure prior to commencement of stoping. Detailed scheduling and resourcing of these activities is planned using proprietary mining software so that sufficient mining

fronts and stoping opportunities are made available to provide necessary flexibility and to support the production build-up programme.

The assessment of production efficiencies and the identification of bottlenecks, capacities and constraints has been addressed through simulation modelling using operating cycle time and discreet event simulation methods. This work incorporated all activities and their inter-dependencies in the mining value chain and significantly improved knowledge around production capability and debottlenecking. The

simulation results were validated and calibrated using current performance information and provide the basis for realistic planning inputs and future efficiency improvements.

Two additional mining areas previously excluded from the LoM were found to be feasible for inclusion subsequent to applying the latest general mine planning assumptions and criteria. These areas are:

• » 90-1aW: situated to the eastern limit of the CM area.
• » SoW West 1W: situated to the eastern side of the SoW West area.

Dec 2015 vs Dec 2016 rebase mine design

PROJECTS

The rebase plan, with its associated programmes, continues to be the project focus area and is discussed throughout this section and in the summary. The following projects were executed in 2016: Construction:

• » Backfill distribution network upgrade
• » Underground workshop and rebuild facility construction and equipping
• » Ore-pass infrastructure refurbishment

Business improvement:

• » Mechanised mining upskilling programme
• » Fleet acquisition and replacement programme
• » High-profile destress implementation
• » South Deep rebase project
• » VCR viability study
• » Business analysis and reporting implementation
• » Infrastructure refurbishment and upgrades

South Africa Region (continued)

MINERAL RESOURCES AND MINERAL RESERVES South Deep Gold Mine (continued)

The Mineral Resources are classified according to the SAMREC Code 2016. The classification is a function of the overall confidence derived from the full mineral resource management process covering drilling, sampling, QA/QC, geological mapping, geological modelling, geostatistical analysis, resource modelling and risk profiling.

All Mineral Resources and Mineral Reserves are classified as being above infrastructure, in line with

international practice where Mineral Reserves are accessed via ongoing ramps, for which the planned expenditure has been provided in the LoM.

The BBBEE transaction, concluded in December 2010, grants an empowerment consortium ~10% of South Deep. Based on the relevant sliding scale of the vesting of the economic benefit attached to the 10% and the current LoM profile, the Mineral Resource and Mineral

Reserve portion currently attributable to Gold Fields is 91.3%.

Mineral Resources

Mineral Resources are reported as in situ, taking into account a minimum mining width, and is inclusive of Mineral Reserves, of which 100% are reported as Managed Resources. As at 31 December 2016, the total Mineral Resource estimate at the South Deep Gold Mine, using a gold price of R650,000/kg, was as follows:

Mineral Resource Classification

	Tonnes (kt)				Grade (g/t)			Gold (koz)
Classification	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14
Underground
Measured	41,212	47,476	51,560	6.39	7.66	7.58	8,464	11,688	12,559
Indicated	203,105	190,191	242,390	7.10	7.91	7.27	46,335	48,339	56,658
Inferred	31,549	31,550	26,600	7.62	7.86	7.48	7,728	7,974	6,399
Total underground	275,866	269,217	320,550	7.05	7.86	7.34	62,527	68,001	75,616
Surface stockpiles
TSF (Measured)	64,139	62,639	61,800	0.22	0.22	0.22	444	435	430
Surface stockpiles
Total surface stockpiles	64,139	62,639	61,800	0.22	0.22	0.22	444	435	430
Grand total	340,005	331,856	382,350	5.76	6.41	6.19	62,971	68,436	76,046

Mineral Resource Classification per Mining Area (Excluding Stockpiles)

		Measured			Indicated			Inferred			Total Mineral Resource
Area	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)
Underground
Current Mine	32,330	5.76	5,986	12,299	5.21	2,060	—	—	—	44,629	5.61	8,046
NoW	7,890	7.76	1,968	58,008	6.44	12,021	—	—	—	65,897	6.6	13,989
SoW-E	—	—	—	52,342	6.98	11,750	3,110	5.4	540	55,452	6.89	12,290
SoW-W	—	—	—	74,345	7.76	18,539	11,609	6.18	2,305	85,953	7.54	20,844
VCR	992	15.98	510	6,112	10.00	1,965	16,831	9.03	4,883	23,935	9.56	7,358
Total
underground	41,212	6.39	8,464	203,105	7.10	46,335	31,549	7.62	7,728	275,866	7.05	62,527

Changes to the Mineral Resource year-on-year are essentially due to the new reporting strategy now aligned with the current mining methodology, which has evolved over time. The protocol involves reporting the resource on a minimum mining width (now 5m, where 1m was previously used) with a generic minimum block dimension of 5m x 5m x 5m, which is reflective of the new excavation types and mining methods employed in the rebase plan.

The resources for CM and NoW now accommodate the final mine design shapes and account for the additional tonnes that will be sourced from these areas, which originally lay outside of the Mineral Resource footprint. This adjustment is not a SAMREC requirement but is relevant for these areas, which underpin the ~15-year mining horizon of the rebase plan and have the supporting resource model granularity to justify the process.

The Mineral Resource in the SoW area has not been adjusted to reflect final mine design shapes due to less resolution in the Indicated Mineral Resource in the deeper part of the mine and pending bedding down the mine design and production scheduling incorporated in the rebase plan. Indicatively, the current South Deep Mineral Resource is conservatively reported with around 25% less tonnes, ~14% higher grade and 8% less ounces.

The exclusion of more than 25 Moz from the footprint defined by the regional geotechnical pillars, pending assessment of a realistic and safe method of extraction, provides further conservatism to the Mineral Resource base.

Modifying Factors

• » The Measured and Indicated Mineral Resources are inclusive of Mineral Reserves
• » Unless otherwise stated, all Mineral Resources and Mineral Reserves are quoted as 100% and are not attributable with respect to ownership
• » Regional pillars are excluded from both Mineral Resources and Mineral Reserves
• » All Mineral Reserves are quoted in terms of RoM grades and tonnage as delivered to the metallurgical processing facilities inclusive of

in-section waste tonnes, but exclusive of capital waste material

• » Mineral Reserve Statements include only Measured and Indicated Mineral Resources, modified to produce Mineral Reserves and contained in the LoM plan
• » Mineral Resources and Mineral Reserves undergo regular internal and/or external audits, and any issues identified are rectified at the earliest opportunity

			December
	Units	2016	2015	2014
Mineral Resource parameters
Mineral Resource gold price	US$/oz	1,400	1,500	1,500
	ZAR/kg	650,000	550,000	460,000
Cut-off grade	g/t	3.2 – 3.6	3.2 – 3.6	3.2 – 3.6
Mineral Reserve parameters
Mineral Reserve gold price	US$/oz	1,200	1,300	1,300
	ZAR/kg	550,000	500,000	400,000
Cut-off grade (NoW-SoW)	g/t	3.8 – 4.2	3.8 – 4.2	3.8 – 4.2
MCF	%	100	100	98
Dilution underground	%	7.9	7.3	7.3
Losses underground	%	5.5	3.9	3.9
Plant recovery factor	%	96.5	96.5	96.5
Processing capacity	Mtpa	4.0	4.0	4.0

Grade Tonnage Curve

Grade tonnage curve for the total underground Mineral Resource is presented below.

Grade tonnage curve – Underground

South Africa Region (continued)

South Deep Gold Mine (continued)

Mineral Reserves

The 2016 Mineral Reserve estimation is based on the development of an appropriately detailed and engineered LoM plan, which accounts for all necessary access

development and stope designs. All design and scheduling work is undertaken within applicable mine planning software. The planning process incorporates realistic modifying factors and the use of

appropriate cut-off grades, geotechnical criteria, mining fleet productivities, infrastructure and other techno-economic investigations.

Mineral Reserve Classification

	Tonnes (kt)				Grade (g/t)		Gold (koz)
	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14
Underground
Proved	15,099	11,822	14,440	5.59	5.92	5.86	2,716	2,252	2,720
Probable	202,499	207,014	208,781	5.32	5.26	5.26	34,609	35,005	35,296
Grand total	217,598	218,836	223,221	5.34	5.30	5.30	37,324	37,257	38,016

Mineral Reserves Classification per Mining Area

	Proved			Probable			Total Mineral Reserve
Area	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)
Underground
Current Mine	8896	5.30	1516	850	4.11	112	9,746	5.20	1,628
NoW	6,203	6.02	1,200	41,189	5.90	7,820	47,392	5.92	9,020
SoW - E	—	—	—	51,707	5.42	9,004	51,707	5.42	9,003
SoW - W	—	—	—	107,435	5.02	17,324	107,435	5.01	17,324
VCR	—	—	—	1,319	8.24	349	1,319	8.24	349
Total underground	15,099	5.59	2,716	202,499	5.32	34,609	217,598	5.34	37,324

Mineral Reserves at South Deep are reported at head grade inclusive of ore and in-section ore and waste development tonnes, which cannot be separated in the ore flow. The capital waste is excluded due to separation potential in the ore flow NoW. If included in the ore flow for the LoM, the impact on the Reserve grade would be – 0.2 g/t with the related volume increase.

Mineral Resource and Mineral Reserve Reconciliation Year-on-Year

Factors that affected the Mineral Resourcereconciliation	Factors that affected the Mineral Reservereconciliation
Mined depletion	Mined depletion
Geological modelling updates in Current Mine (+0.04Moz)and NoW (+0.46Moz), due to additional borehole andmapping data.	Mineral Resource model updates
Mine Stope Optimiser (MSO) was used with a protocol thatinvolves reporting the Mineral Resource on a minimummining width (now 5m, where 1m was previously used),which is aligned to the new excavation types and miningmethods employed in the rebase plan. This resulted inadditional low-grade tonnes that overall reduced the grade	Additional mining scheduled from two additional corridors,one in CM and the other SoW
Material added to the resource not accounted for by theMSO generated stopes, resulted in an increase in CurrentMine (+0.46Moz) and NoW (+2.13Moz). This ensures thatthe Mineral Reserve is fully derived from the MineralResource	Adoption of the rebase plan including updated generalplanning assumptions (modifying factors) and criteria
The exclusion of sterilised ground based on current miningmethods and geotechnical considerations, resulted in adecrease of 927koz. Only Current Mine is affected	LoM tail end management defined by production volumethreshold at breakeven of 180ktpm in 2095

Mineral Resource Reconciliation (UG)

Mineral Reserve Sensitivity

The Mineral Reserve sensitivity was derived from the application of the relevant cut-off grades to individual grade tonnage curves.

The Mineral Reserve sensitivities are not based on detailed depletion schedules and should be considered on a relative and indicative basis only. The following graph indicates the Managed Mineral Reserve sensitivity at –15%, –10%, –5%, base (ZAR550,000/kg), +5%, +10% and +15% to the gold price.

Mineral Reserve Reconciliation

Mineral Reserve sensitivity

Competent Persons

Internal technical reviews have been conducted by the Competent Persons as listed, who are full-time employees of Gold Fields Limited working for the South Africa region. Corporate technical oversight, assurance and compliance is provided by the Group Technical Services team (see page 17).

COMPETENTPERSON	QUALIFICATION	INDUSTRY EXPERIENCE
MI BothaRegional MiningEngineer	BEng Mining Engineering, BEng (Honours)Technology Management, Mine ManagersCertificate (metal), SAIMM (Registrationnumber: 706926)	He has 21 years' experience in the miningindustry. He is the lead Competent Personresponsible for the overall correctness,standard and compliance of this declaration.
R PillayeChief Geologist	BSc (Hons) Geology, SACNASP (Registrationnumber: 400247/08)	He has 26 years' experience in the miningindustry and is responsible for productiongeology at South Deep.
D KockChief ResourceGeologist	BSc (Hons) Geology, SACNASP (Registrationnumber: 400166/07)	He has eight years' experience in the miningindustry. He is responsible for resourcegeology and resource estimation at SouthDeep.
A MillerChief Surveyor	ND (Mine Survey), Mine Survey Certificate ofCompetency, PLATO (Registration number:PMS 0191)	He has 36 years' experience in the miningindustry and is responsible for surveying,reporting and historical modifying factorsat South Deep.
AJ SwartPrincipal MiningEngineer(IndependentConsultant)	BEng Mining Engineering, BEng (Honours)Technology Management, Mine ManagersCertificate, SAIMM (Registration number:701413), PR.Eng (Registration number:20050121)	He has 22 years' experience in the miningindustry. He is responsible for coordinatedmine design and compilation of the report.

West Africa Region

West Africa Region salient points

Mineral Resources 15.1Moz*

Mineral Reserves 7.8Moz* *90% attributable to Gold Fields

Operations

Damang Gold Mine Mineral Resources 6.0Moz

Mineral Reserves

1.7Moz

• » Significant 72% increase in Mineral Reserves year-on-year and nominal improvement in Mineral Resources
• » Development Agreement (DA) concluded between Gold Fields and the Government of Ghana for both Tarkwa and Damang in Q1 2016
• » Damang Reinvestment Project (DRP) approved by Gold Fields in October 2016, defines the new LoM plan with eight-year life
• » Intensive waste strip programme in Damang Pit Cut-back (DPCB) is required to open up the main higher-grade Damang ore body
• » DRP utilises contractor mining with the primary contractor mobilised in the Damang Complex and a second contractor mining the satellite pits
• » Independent power generation (Genser) commissioned in 2016 and being optimised for consistent delivery
• » The unconstrained option entailing a maximum cut-back to access all the DPCB2 resource ounces remains a future opportunity
• » Investment in exploration continues to assess resource extension opportunities to current ore bodies and to target additional high margin satellite deposits that can increase site flexibility and supplement mill feed
• » The current LoM extends to 2024 (eight years)

The approved reinvestment plan at Damang is instrumental in providing a platform for improved resource conversion, operational flexibility, mining efficiencies and head grades, all capable of returning the mine to a sustainable, cash-generative, long-life asset

Mineral Resources

9.1Moz

Mineral Reserves

6.1Moz

• » Owner-operated, high-volume, grade-driven surface operation
• » Mineral Reserve grade from open pits is stable year-on-year at 1.24g/t (1.25g/t 2015)
• » Maintenance of capital waste strip to secure a steady flow of high-grade ore to the CIL plant remains a priority at Teberebie, Akontansi and Pepe pits
• » Independent power generation (Genser) commissioned in 2016
• » Focus on maintaining and improving high mining and processing efficiencies
• » Brownfield exploration focused on the search for oxide ore sources, hydrothermal style mineralisation and additional palaeoplacer opportunities – PFS on the Kobada Hill hydrothermal prospect could lead to a starter pit in H2 2017
• » The current LoM extends to 2031 (15 years)

REGIONAL OVERVIEW

Gold Fields holds a 90% attributable portion of the Mineral Resources and Mineral Reserves for Tarkwa and Damang, with the remaining 10% held by the Ghanaian Government as a free carried interest.

The West Africa region's Mineral Resource base has remained stable at 15.1Moz (unchanged) net of depletion. The total Mineral Reserve has increased from 7.7Moz to 7.8Moz (+1%), net of mined depletion, which is a pleasing result given the current US$100/oz lower gold price used.

The West Africa region operations are located in the southern area of western Ghana, 300km by road west of the capital of Accra and approximately 90km north of the port city of Takoradi. The ore bodies are located in the West African Craton,

near the southern end of the Tarkwa Basin. They occupy a significant portion of the stratigraphy of the Ashanti Belt, which hosts the important Birimian and Tarkwaian geological series.

Damang, which is located 25km north-north-east of the Tarkwa gold mine, exploits predominantly fresh hydrothermal mineralisation and limited oxides, in addition to palaeoplacer mineralisation similar to that of the Tarkwa gold mine. The hydrothermal mineralisation occurs at the culmination of a regional anticline and is associated with dominantly east-dipping thrust faults and sub-horizontal quartz veins.

The ore body at Tarkwa consists of a succession of stacked tabular palaeoplacer units consisting of quartz pebble conglomerates (gravel beds called reefs) that are very

similar to those mined in the Witwatersrand Basin in South Africa. Tarkwa is currently mining multiple narrow reef horizons from four open pits.

Genser, providing independent gas power generation, was commissioned in Q4 2016 and it is expected to reach its full capacity of operation by the close of H1 2017.

REGIONAL GEOLOGY

The ore bodies are located within the Tarkwaian System, which is an important stratigraphic component of the Ashanti Belt in south-western Ghana. The Ashanti Belt is a north-easterly striking, broadly synclinal structure made up of lower Proterozoic sediments and volcanics underlain by the metavolcanics and metasediments of the Birimian System. The Tarkwaian unconformably overlies the Birimian,

Operational profile	Damang	Tarkwa
Mining method	Open pit	Open pit
Infrastructure	Four open pits and oneCIL gold plant with acurrent capacity of4.2Mtpa	Four open pits and oneCIL gold plant with acurrent capacity of13.5Mtpa
	Hydrothermal (orogenic)	Palaeoplacer and

Mineralisation style	Hydrothermal (orogenic)and palaeoplacer	Palaeoplacer andhydrothermal explorationtargets
Mineralisationcharacteristics	i.Hydrothermalmineralisation hostedby structural shearsand fault zonesii.Confined to welldefined prospectivestructural beltsiii. Mineralisation withinpods with short-rangepredictabilityiv. Exploration andresource definitionprogrammes requiredto define themineralisation controlsand continuityv.The palaeoplacercharacteristics are the	i.Mineralisation hostedby conglomeratesii.Laterally continuouswith mid- to long-rangepredictabilityiii. Clear patterns ofmineralisation governedby sedimentarycharacteristicsiv. Resource definitionprogrammes ongoingto test homogeneity ofgeology and gradedomainsv.Targets are bothpalaeoplacer andhydrothermal

same as for Tarkwa

West Africa Region (continued)

and is characterised by lowerintensity metamorphism and the predominance of coarse-grained, immature sedimentary units.

EXPLORATION DRILLING AND EXPENDITURE

Damang

The DRP currently reflects short periods where additional ore sources could be processed to fully meet the 4.2Mtpa milling capacity. Although stockpiles will be used to reach the milling capacity in most cases, the availability of supplementary fresh ore sources will provide flexibility to further derisk the execution plan. With this focus, the Rex and Huni pit areas are undergoing detailed investigation to ascertain their full potential and possible inclusion in the plan going forward. Drilling in these areas, which started in H2 2016, is concentrating on Mineral Resource conversion and extension with emphasis on improving the level of geological confidence and resource estimation accuracy. This drilling is expected to be completed in the first half of 2017 and will be utilised in geology and resource model updates for both Rex and Huni prior to reviewing the mine design and scheduling options.

Tarkwa

On lease exploration continued in 2016 in the south of the property targeting the hydrothermal type mineralisation in the Kobada – North Hill trend, where detailed geological mapping, soil sampling, trenching and drilling has been carried out. In parallel with conducting framework drilling in an attempt to profile the extent of the mineralised trend, more detailed infill drilling and geological modelling of a targeted area within the Kobada prospect has been completed to generate a resource block model to support assessment of an optimised pit shell and starter

pit. Condemnation drilling, geotechnical, metallurgical, petrographic and environmental programmes are advancing in support of potential future mining. The focus areas for 2017 will be the northern part of the Kobada prospect (North Hill), which will be drilled to confirm trend continuity. Auger drilling will also be carried out in the Samahu area to follow up on targets identified during recent soil sampling.

The region maintains rigorous QA/QC protocols on all its exploration and grade control programmes. It draws on industry leading practice for data acquisition and utilises accredited laboratories that are regularly reviewed both internally and externally. Analytical QA/QC is maintained and monitored through the submission of blanks, certified reference material and duplicates, plus umpire laboratory checks.

	December 2016		December 2015
	Metres	US$	Metres	US$
Exploration drilling	drilled	(millions)	drilled	(millions)
Operations
Damang	20,065	1.67	14,595	2.89
Tarkwa	10,495	1.47	5,230	0.84
Total West Africa operations	30,560	3.14	19,825	3.73

Exclusive of grade control drilling.

MINERAL RESOURCES AND MINERAL RESERVES

Mineral Resources

The Mineral Resources declared are classified as Measured, Indicated or Inferred, as described in the SAMREC Code, 2016. Mineral Resource categories are assigned with consideration given to geological complexity, grade variance, drill hole intersection spacing, and mining development. The following factors apply to the Mineral Resources reported:

• » Cut-off grades calculated for the individual deposits
• » The application of realistic modifying factors to ensure that

there is a reasonable prospect of eventual economic extraction

• » Use of appropriate in situ economic cut-off grade with tonnages and grades based on the relevant resource block models, and include estimates of any material below the cut-off grade required to be mined to extract the complete economic portion of the Mineral Resource
• » Open pit Mineral Resources comprise the material above the nominated cut-off within a diluted optimised pit shell and constrained to an optimised minimum mining width

Mineral Reserves

The Mineral Reserve estimates are based on appropriately detailed and engineered LoM plans. All design and scheduling work is undertaken to a suitable level of detail by experienced engineers using appropriate mine planning software. The planning process incorporates realistic modifying factors and the use of appropriate cut-off grades, geotechnical criteria, mining fleet productivities and other technoeconomic investigations.

stocks 68.4 0.44 0.98 0.92

West Africa Region Summary of the Mineral Resource and Mineral Reserve Statement1
		Mineral Resources					Mineral Reserves
		31 December 2016		Dec2015			31 December 2016		Dec2015
Measured,Indicatedand Inferred	Tonnes(Mt)	Grade(g/t)	Gold(Moz)	Gold(Moz)	Proved andProbable	Tonnes(Mt)	Grade(g/t)	Gold(Moz)	Gold(Moz)
Damang	84.7	2.19	5.98	5.63	Damang	31.8	1.64	1.67	0.97
Tarkwa – open pits	183.2	1.38	8.12	8.51	Tarkwa – open pits	127.7	1.24	5.10	5.82
Tarkwa – surface					Tarkwa – surface

Mineral Resources are inclusive of Mineral Reserves. All tonnes (t) relate to metric units. Rounding off of figures may result in minor computational discrepancies, where this happens it is not deemed significant. In West Africa (Damang and Tarkwa) the Mineral Resources and Mineral Reserves were determined using a gold price of US$1,400/oz and US$1,200/oz respectively. 1 Managed, unless otherwise stated

Total West Africa 336.4 1.39 15.07 15.06 Total West Africa 227.9 1.06 7.76 7.72

SOCIAL LICENCE TO OPERATE

The region developed an action plan to address issues that were identified in a relationship proximity assessment study carried out in 2015. The action plan included, for example, procedures for ensuring a more transparent process of selecting beneficiaries of the region's scholarship and bursary scheme. The region continues to explore ways of returning value to communities, through the creation of employment opportunities and supporting sustainable livelihoods.

The region also made a strong commitment to improving social infrastructure. A notable initiative is a US$17m investment in the rehabilitation of a 29km public road between Tarkwa and Damang mines, that is also accessed by several of Gold Fields' mines' host communities. The region continued

to invest in education, water and sanitation, health, and other social infrastructure projects during the year.

Funding for these projects is drawn from the Gold Fields Ghana Foundation, which was established in 2004 to serve as the main vehicle for funding social investment projects. The Foundation receives $1 for every ounce of gold produced, plus 1% of the region's pre-tax profit.

The development of a three-year community relations and stakeholder engagement strategy began in 2016, with the active involvement and participation of all relevant stakeholders. The strategy will be completed and implementation will start in 2017, to help strengthen the relationship between the region and its stakeholders and maintain its social licence to operate.

A key component of the region's energy security plan has been to install dual fuel turbine plants at both the Tarkwa and Damang mines in collaboration with an independent power producer. This initiative will reduce the cost of electricity, reduce dependency on the national grid, and ensure the consistent and reliable supply of power to the mines.

In 2016, specific attention was also given to mine closure, water management, and climate change issues impacting the region. Preparatory work has been completed for a climate change assessment, as well as a water management gap analysis, to be carried out at both operations in 2017.

To adequately address social issues during mine closure, the region has started engaging the relevant stakeholders, and will begin the development of a social mine closure framework in 2017.

Gold (Moz)

stocks 68.4 0.44 0.97 0.92

West Africa Region (continued)

Tarkwa

Tarkwa maintained its OHSAS 18001 Safety Management System and ISO 14001 Environmental Management System certifications, following successful surveillance audits. It is International Cyanide Management Code (ICMC) compliant, and successfully renewed its water use permit from the Water Resources Commission (WRC).

Approval was received from the Environmental Protection Agency (EPA) for Tarkwa's 2015 – 2018 Environmental Management Plan (EMP).

Damang

Damang maintained its OHSAS 18001 Safety Management System and ISO 14001 Environmental Management System certifications,

following successful surveillance audits. It is ICMC compliant, and successfully renewed its water use permit.

Approval was received from the EPA for Damang's 2.5m raise for its East Tailings Storage Facility.

The reinvestment project identified that the optimum plan would be to refocus mining on the higher-grade core of the main Damang ore body, where grades of >2g/t have been mined historically.

Asset Fundamentals
General location	Damang is located in south-western Ghana, approximately 300km by road west of Accra, thecapital, at latitude 5°11'N and longitude 1°57'W. The Damang concession lies to the north ofand joins the Tarkwa concession, which is located near the town of Tarkwa. The area is servedby access roads with established infrastructure, and a main road connects the mine to theport of Takoradi, some 90km to the south-east.
Licence status andholdings	The Damang concession covers a total area of 23,666ha. All necessary statutory miningauthorisations and permits are in place for the Damang mine lease, and Abosso Goldfields isentitled to mine all material falling within the lease. Abosso Goldfields holds a mining lease inrespect of the Damang mine dated 19 April 1995, as amended by an agreement dated 4 April1996. This lease expires in 2025, but is renewable under its terms and the provisions of theMinerals and Mining Law, by agreement between Abosso Goldfields and the Government ofGhana.
	The Damang plant processes mainly fresh ore with approximately 5% oxides, which is sourcedfrom five open pit mining operations and existing surface stockpiles, located on the Damangmine lease.The plant has been upgraded from 4.0Mtpa to 4.2Mtpa and is a conventional two-stage
Operational infrastructureand processing capacity	grinding circuit with a gyratory crusher feeding a SAG and ball mill combination, with pebblecrusher and gravity concentration, followed by a carbon-in-leach recovery process. Gravitygold is collected and treated by the Knelson Gravity concentrators and an In-line LeachReactor.
	The East Tailings Storage Facility (ETSF), with additional lifts, supports the LoM plan toOctober 2017 and then until 2020 is catered for by the Far East Tailings Storage Facility(FETSF) where permitting is already in place for the initial placement.
Climate	A tropical climate, characterised by two distinct rainy seasons from March to July andSeptember to November. Average annual rainfall in the area is in excess of 2,202mm.Although there may be minor disruptions to operations during the wet season, there isno operating or long-term constraint on production due to climate.
Deposit type	The Damang ore body is hosted by a north to north-easterly plunging antiform, developedwithin Tarkwaian sediments. The main Damang pit is located close to the closure of theantiform, and all other known mineralisation is located on the east and west limbs of theDamang anticline. The mine exploits fresh hydrothermal and oxide mineralisation in additionto Witwatersrand-style, palaeoplacer mineralisation.
LoM	It is estimated that the current Mineral Reserve will be depleted in 2024 (eight years).
Environmental,health and safety	Damang retained its OHSAS 18001 (Safety Management system) certificate followingthe recertification audit conducted in March 2015. The first surveillance audit after 2015recertification was conducted in February 2016. The second surveillance audit will beconducted in February 2017 for the two management systems. Damang is ISO14001-compliant and holds regulatory Certificates for Environmental Compliance.Permits have also been issued for new infrastructure at the Huni Waste Dump and FETSF.
	An Environmental Impact Statement for the Amoanda – Juno growth Corridor project wassubmitted to the Ghana Environmental Protection Agency in Q3 2015 for environmentalpermitting.

West Africa Region (continued)

Damang Gold Mine (continued)

BRIEF HISTORY

Late 19th to mid-20th Century

Several small mining companies operated the Abontiakoon concession near Tarkwa town, leading to the sinking of eight vertical shafts and the excavation of numerous open pits. In 1882, operations at the underground Abosso mine exploited banket conglomerates to a depth of 850m. In 1920, Adjah Bippo and Cinnamon Bippo underground mines to the north were incorporated into the Abosso mine holdings. Abosso Mine ceased operation in 1956 with recorded production of 2.7Moz at an average grade of 9.8g/t.

Late 20th to early 21st Century

In 1989, Ranger Exploration (Ranger) began an investigation of retreating tailings from the Abosso Mine. Following a drilling programme and subsequent feasibility study from 1993 to 1996, mining a mineralised quartz vein system to a depth of 200m was shown to be viable. Open pit operations commenced in August 1997 on the main pit, following the relocation of 3,000 people. Gold production started in November 1997 at the 3.0Mtpa capacity CIL plant. In 2001, Gold Fields and Repadre signed an agreement to purchase Ranger's 90% interest in Damang. IAMGold and Repadre merged to give IAMGold an 18.9% interest in Damang and Gold Fields a 71.1% interest.

The Damang Expansion Project was initiated in 2004 to identify additional sources of ore from areas around the main pit. Following further drilling, a feasibility study was initiated to test the viability of a cut-back to extend the life of the main pit. Post approval of the necessary capital expenditure, the Damang pit cut-back (DPCB) and waste mining commenced in July 2005. A regional prospectivity study was completed in November 2005. In 2006, Mineral Resource estimation was carried out in the Rex, Tomento North, Tomento East, Tomento West and Huni areas. Amoanda Pit ceased in August 2006 mainly due to the low gold price at that time. In 2010, drilling and

Mineral Resource estimation was carried out at Amoanda North, Rex, Huni and Juno.

An updated conceptual extensional resource model was developed for the Greater Damang pit (Huni, Damang, Main and Juno) in 2011. Portions of the Damang pit down-dip extension drilling programme were completed and incorporated into the Greater Damang pre-feasibility study (PFS) with a resultant increase in Mineral Resource and Mineral Reserve ounces. During Q1 2011, the mine moved to owner mining and maintenance. GFG acquired the indirect 18.9% IAMGold interest in Damang and consequently holds 90% with the remaining 10% held by the Ghanaian Government.

The pre-feasibility study for Greater Damang continued during 2012, following the completion of the Phase 2 drilling campaigns. Resource infill and geotechnical drilling programmes were completed on the Greater Damang Extension Project. Infill drilling and modelling of the Greater Amoanda Project was completed.

The fall in the gold price in 2013 resulted in the Greater Damang project being placed on hold, with the operation being restructured to maintain viability during the expected period of low gold price. The Damang turnaround project in 2014 resulted in a return to profitability and positive free cash-flow margin.

During 2015, infill drilling was completed at Huni-Saddle Bridge, Amoanda, Tomento North and Tamang with extensional drilling done at Juno East. Updates on the Damang Complex, Rex, Amoanda and Tomento North models were completed. The Damang Complex model was updated based on new drilling information, as well as reinterpretation of the existing five fault block model into six fault blocks.

A comprehensive reassessment of the site's full potential was initiated late in 2015 to identify the best option to take the mine forward to meet the Group's strategic targets. The review identified that the future of Damang had to return focus on the higher-grade core of the Main Damang ore body, where grades of >2g/t have been mined historically. The transformation away from continuing to try and stay cash positive by mining smaller, shorter life staged pits in the lower grade areas of the Damang ore body became an imperative. The requirement for significant capital reinvestment in Damang to augment a major waste strip programme to open up the main high-grade ore body became the focus for detailed resource modelling, mine planning and optimisation in 2016.

KEY DEVELOPMENTS AND MATERIAL ISSUES

• » The Mineral Reserves at Damang have increased from 1.0Moz to 1.7Moz and are based on the 2017 LoM plan (DRP), which was approved by the Board of Directors in 2016. Infill drilling at Rex and Huni to increase the confidence in the resources, with the likelihood of providing mill gap filler ore in the future, was initiated late in Q4 2016
• » Advance Grade Control (AGC) drilling programmes (typically two benches deep) have continued with the objective of derisking the operational plan
• » Mining is prioritised from the Damang Complex Pits, Amoanda, Lima South, Tomento East and the Lima Kwesie Gap Pits and scheduled to deliver a mining mix and plant feed that maximises cash-flow
• » The Mineral Reserves declared as at 31 December 2016 are constrained by the existing ETSF adjacent to the Damang pit
• » During 2016, Damang reviewed the option of owner vs contractor mining and under the current economic conditions, it proved feasible to return to a contractor mining model for the foreseeable future
• » The DA reached between the Government of Ghana and Abosso GFG supported the DRP
• » GENSER, providing independent gas power generation, was commissioned in Q4 2016 and it is expected to reach its full capacity of operation by the close of H1 2017. As a new power

Prospecting Licenses (PL) Damang has the area from surface to 30m Tarkwa has the area from below 30m

0 1 2 3 4 5 Kilometres Ghana National Grid Co-ordinate System PLAN SHOWING MINE INFRASTRUCTURE AS AT 31 DECEMBER 2016

West Africa Region (continued)

Damang Gold Mine (continued)

generating initiative, Genser will require a period of time to fully bed down and stabilise 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. This could potentially have a material impact on the reliability of the metallurgical plant and impact processing throughput volumes.

THE REINVESTMENT PLAN

The impact of the DRP has been transformational in improving the overall resource to reserve conversion, reserve grade and LoM and has repositioned Damang as a core franchise asset within the West Africa region.

» The DRP is based on a major cutback to both the east and west walls of the DPCB pit. The cutback has a total depth of 341m, comprising a 265m pre-strip to access the base of the existing pit, followed by a deepening of the pit by a further 76m. This provides access to a significant portion of the Damang ore body, including the high-grade Tarkwa Phyllite lithology. However, the full unconstrained option entailing a maximum cut-back to access all the DPCB2 resource ounces remains a future opportunity.

SRK Consulting were commissioned to review the Resource Models used in the DRP, in conjunction with producing an independent Resource Model for the main Damang ore body to test sensitivities. Optiro and Rowley Geological Services (RGS) were also commissioned to review

both the geology models (RGS) and resource models (Optiro) for Rex, Huni and Amoanda. All models were signed off by the auditors as technically assured in July 2016. AMC Mining Consultants (Perth) were contracted to review both the mining, geotechnical and financial risks and in conjunction with the mine, regional and corporate teams, assisted in producing a revised and optimised LoM reinvestment plan.

In addition, to provide short-term ore supply whilst the Damang pre-strip is in progress, mining will occur at the Amoanda, and palaeoplacer satellite pits (Lima South, Kwesi Gap and Tomento East). The impact of the DRP has been transformational in improving the overall resource to reserve conversion, reserve grade and LoM and has repositioned Damang as a core franchise asset within the West Africa region.

		Historic performance
	Units	C2016	C2015	C2014
Open pit mining
Total mined	kt	18,846	21,384	19,191
– Waste mined (opex)	kt	8,200
– Waste mined (capex)	kt	7,827	16,682	15,310
– Ore mined	kt	2,819	4,702	3,880
Mined grade	g/t	1.32	1.27	1.34
Strip ratio (tonnes)	waste:ore	5.68	3.55	3.95
Processing
Mill tonnes	kt	4,268	4,295	4,044
Mill head grade	g/t	1.18	1.33	1.50
Yield	g/t	1.08	1.22	1.37
Plant recovery factor	%	91.9	90.9	91.0
	koz	148	168	178
Total gold production	kg	4,595	5,220	5,528
Financials
Gold price received	US$/oz	1,242	1,161	1,266
	US$m	136	186	178
Net operating cost	US$/oz	921	1,098	999
	US$m	38	17	16
Capital expenditure	US$/oz	256	101	90
AISC	US$/oz	1,254	1,326	1,176
Life-of-Mine
Mineral Reserves	Mt	31.8	21.2	25.7
Mineral Reserves head grade	g/t	1.64	1.43	1.49
Mineral Reserves	Moz	1.7	1.0	1.2

OPERATING STATISTICS

Rounding-off of figures presented in this report may result in minor computational discrepancies. Where this occurs, it is not deemed significant

LOCAL GEOLOGY

Damang mine exploits fresh hydrothermal and oxide mineralisation, in addition to palaeoplacer material. The hydrothermal mineralisation is located in Tarkwaian sediments and is the only deposit of its kind located on the eastern side of the Ashanti Belt in south-west Ghana.

The Damang ore body is hosted by a north-easterly plunging antiform, developed within Tarkwaian sediments. The main Damang pit is located near to the closure of the antiform, and all other known palaeoplacer mineralisation is located on the east and west limbs of the Damang anticline.

The stratigraphy at Damang is primarily within the Tarkwaian Group and comprises a large-scale fining upwards sequence of clastic sediments, interrupted by up to four major gold-bearing quartz-pebble conglomerate horizons. This sequence unconformably overlies a mixed Birimian Supergroup basement, comprising volcaniclastic units, minor fine-grained clastic sediments and black shales.

PALAEOPLACER MINERALISATION

There are three gold-bearing conglomerate horizons recognised on the western limb of the Damang anticline. From footwall to hangingwall, these are known as the Star/Composite, Malta/Breccia and Gulder Reefs. There are also three gold-bearing conglomerate horizons recognised on the eastern limb, namely the Lima, Kwesie-K1 and Kwesie-K2 Reefs. These conglomerate horizons are separated by poorly mineralised sandstone units.

The reefs are usually characterised by a fining upwards sequence of poorly- to moderately-sorted, clast-supported polymictic conglomerates. However, local variations are observed where the conglomerate domain is interbedded with fine to coarse-grained, poorly sorted sandstones. The Star/ Composite, Malta/Breccia and

Gulder Reefs on the west limb and the Lima, Kwesie-K1 and Kwesie-K2 Reefs on the east limb of the Damang anticline feature significantly higher gold grades than the poorly mineralised sandstone units, which separate the reefs.

HYDROTHERMAL MINERALISATION

Hydrothermal gold mineralisation at Damang occurs in pyrite and pyrrhotite alteration selvages, which are usually less than 1m wide and located immediately adjacent to en-echelon quartz veins. Gold is also associated with accessory vein minerals such as carbonate, muscovite, tourmaline, ilmenite and apatite. These alteration zones are often linked, and may result in significant volumes, characterised by intense veining and gold mineralisation.

Damang is unique in Ghana by virtue of having hydrothermal mineralisation hosted in the quartzites of the Tarkwaian banket footwall, as opposed to the metavolcanics and metasediments of the Birimian Basement, as seen at Prestea, Bogoso and Obuasi. To date, no significant hydrothermal mineralisation has been encountered in the Birimian lithologies at Damang.

EXPLORATION AND RESOURCE DEFINITION DRILLING

Exploration drill programmes are designed to assess the magnitude and style of mineralisation. RC drilling, using a 100m x 100m grid, is usually employed for initial exploration drill-testing of both palaeoplacer and hydrothermal styles of mineralisation. To optimise exploration spend, diamond drilling is minimised in the initial exploration stages and it is used to establish stratigraphic and structural relationships, while allowing samples to be collected for metallurgical test work.

2016 Drilling

Drilling in 2016 was mainly focused on Rex and Huni to increase the confidence in the geology and

controls on mineralisation. Both RC and DD holes on a 20 x 20m infill grid have been planned and the information will inform enhanced geology and resource block models scheduled for completion in H1 2017.

MINING

Mining at Damang is carried out by conventional open pit methods. From 2017, mining operations will be carried out by two contractors mobilised at site. The primary contractor will mine the main Damang Complex Pits, while the mining of the satellite pits will be undertaken by the secondary contractor. Load and haul is undertaken using a standard truck-shovel operation, with excavators in backhoe configuration, except in the case of the CAT6030 shovel. The haulage fleet consists of 51 dump trucks, with an average payload capacity of 91 tonnes each. Off-highway trucks haul ore to the RoM pad, stockpiles and waste dumps. A fleet of tipper trucks reclaims stockpiled ore and transports it to the treatment plant.

Ancillary equipment supporting the drill-and-blast and haulage operations through road and bench maintenance, dust and erosion control, and equipment maintenance includes bulldozers, graders, water trucks and service trucks.

The Damang plant processes mainly fresh and limited oxide ore, which is sourced from five open pits and existing surface stockpiles, located on the Damang mine lease.

Mining Methods

Fresh rock and transitional zones are drilled and blasted in 9m lifts, with excavation in 3m flitches. Oxide material, which cannot be "free-dug", is blasted using lower powder factors. Off-highway trucks haul the ore to the RoM pad and waste to the respective planned dumps. For pits that are further than 5km from the RoM pad, the off-highway trucks haul the ore to interim stockpiles near the pits and a fleet of tipper trucks reclaim and transport the ore to the RoM pad.

West Africa Region (continued)

Damang Gold Mine (continued)

Damang has a progressive reclamation plan, where areas that become inactive are rehabilitated as soon as practical through contouring and replacement of topsoil, seeding, planting and fertilisation.

Mine Planning and Scheduling

The Mineral Resource models form the basis for subsequent design, planning and extraction scheduling, incorporated into the LoM plan. A combination of commercial software packages is used to produce the LoM plan.

Open pit planning involves the input of economic parameters and physical constraints into optimisation software to generate a series of nested pits from which an optimal shell is selected. Detailed design is then undertaken to confirm the mineability of the optimised shell. Almost all the operating pits in Damang are push-backs, making the pit design exercise critical when it comes to keeping strip ratios low

and taking cognisance of minimum mining width restrictions to accommodate planned mining fleet productivities.

Mine planning is based on threedimensional block models of in situ mineralisation, with allowances made for minimum mining widths, dilution, and ore loss appropriate to the mining method being considered. Historical performance measures are considered in determining these modifying factors. Infrastructure, tailings storage facilities, waste disposal and ore stockpile management requirements are incorporated into the planning process.

PROJECTS

The DRP approval was the key transformational project for the site in 2016. In support of the DRP the following projects were undertaken:

» The DA finalised between the Government of Ghana and Abosso Goldfields Ghana

• » The Genser power generation project was commissioned in Q4 2016
• » Business improvement projects include high-chrome media trials for the ball mill to increase production and reduce grinding media cost and establishment of a baseline for the performance of the milling and classification circuit to improve grinding and classification efficiency

The 2016 drilling campaign was configured to achieve:

• » Enhanced understanding of the geology and controls on grade distribution
• » Increase confidence in the resource block models and improve reconciliation with the grade control and with the declared ore mined
• » Confirmation of additional ore sources for increased site flexibility in the LoM plan, notably in 2017 – 2018 and 2021 – 2022. The areas drilled were Huni and Rex, totalling 20,065m (16,799m RC and 3,266m DD) completed for the year

MINERAL RESOURCES AND MINERAL RESERVES

The Damang Mineral Resource and Mineral Reserve declaration is based on well-defined and robust mineral reporting practices. The geological structure, reef wire frame and ore pod models are updated using systematic RC and DD drilling with subsequent core logging and sampling. Ongoing assaying of RC and DD holes, together with grade control samples, provide additional grade and geological data, which is incorporated into each updated evaluation model.

Updated optimised pit shells, pit designs and schedules are generated and evaluated based on the most recent technical and economic parameters, and are used to generate the LoM plan, taking into account cut-off grades, pit limits, geotechnical constraints, dilution, ore loss, haul road distance and plant capacity.

Mineral Resources

Mineral Resources are quoted at an appropriate in situ economic cut-off grade, with tonnages and grades based on the relevant resource block models. They also include estimates of any material below the cut-off grade that needs to be mined to extract the complete pay portion of the Mineral Resource.

Mineral Resource Classification

	Tonnes (kt)				Grade (g/t)		Gold (koz)
Classification	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14
Open pit
Measured	9,772	8,753	8,392	1.84	1.94	1.80	579	545	485
Indicated	57,115	58,076	67,996	2.31	2.33	1.96	4,239	4,357	4,285
Inferred	13,523	7,665	5,018	2.44	2.40	2.40	1,063	591	388
Total open pit
and underground	80,410	74,494	81,406	2.27	2.29	1.97	5,881	5,493	5,158
Surface stockpiles
Total surface stockpiles	4,337	5,112	3,870	0.70	0.80	0.82	97	132	102
Grand total	84,747	79,606	85,276	2.19	2.20	1.92	5,978	5,625	5,260

Mineral Resource Classification per Mining Area

		Measured			Indicated			Inferred			Total
Deposit	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)
DPCB 2	4,928	1.87	297	27,213	2.41	2,104	9,081	2.48	725	41,222	2.36	3,126
Huni	201	1.63	11	2,012	1.67	108	19	1.97	1	2,232	1.67	120
Saddle	1,644	1.82	96	14,453	2.55	1,187	3,694	2.57	305	19,791	2.49	1,588
Juno	2,362	1.84	140	4,609	2.30	341	13	2.38	1	6,984	2.15	482
Amoanda	392	1.87	24	6,300	1.99	402	270	1.38	12	6,962	1.96	438
Rex	247	1.53	12	217	1.56	11	57	1.14	2	521	1.50	25
Tomento East				640	1.09	22				640	1.09	22
Tomento West							33	1.43	2	33	1.43	2
Kwesi Lima
Gap							356	1.30	15	356	1.30	15
Lima South				771	1.12	28				771	1.12	28
Tomento North				46	2.26	3				46	2.26	3
Abosso Tailings				852	1.18	32				852	1.18	32
Total open pit	9,772	1.84	579	57,115	2.31	4,239	13,523	2.44	1,063	80,410	2.27	5,881
Stockpiles	4,337	0.70	97	—	—	—	—	—	—	4,337	0.70	97
Grand total	14,109	1.49	676	57,115	2.31	4,239	13,523	2.44	1,063	84,747	2.19	5,978

West Africa Region (continued)

Damang Gold Mine (continued)

Modifying Factors

• » The Measured and Indicated Mineral Resources are inclusive of those Mineral Resources modified to produce Mineral Reserves
• » Unless otherwise stated, all Mineral Resources and Mineral Reserves are quoted as 100% managed and are not attributable with respect to ownership
• » All Mineral Reserves are quoted in terms of RoM grades and tonnages as delivered to the metallurgical processing facilities, and are therefore fully diluted
• » Mineral Reserve Statements include only Measured and Indicated Mineral Resources, modified to produce Mineral Reserves and contained in the LoM plan
• » Mineral Resources and Mineral Reserves have undergone extensive internal and external audits during the Damang reinvestment study

			December
	Units	2016	2015	2014
Mineral Resource parameters
Mineral Resource gold price	US$/oz	1,400	1,500	1,500
Cut-off for fresh ore	g/t	0.69 – 1.01	0.63 – 0.85	0.58
Cut-off for oxide ore	g/t	0.51 – 0.78	0.46 – 0.62	0.43
Mineral Reserve parameters
Mineral Reserve gold price	US$/oz	1,200	1,300	1,300
Cut-off for fresh ore	g/t	0.72	0.67	0.71
Cut-off for oxide ore	g/t	0.53	0.46	0.52
Strip ratio	waste:ore	4.63	6.2	4.26
Dilution (hydrothermal)	%	17 – 30	15 – 20	17 – 20
Dilution (palaeoplacer)	cm	50	40	40
Mining recovery factor	%	91	90	90
MCF	%	95	95 – 96	95 – 98
Plant recovery factor – fresh ore	%	90	92	92
Plant recovery factor – oxide ore	%	90	93.5	93.5
Processing capacity	Mtpa	4.2	4.5	4.2

Grade Tonnage Curve

Grade tonnage curve for the total surface Mineral Resource is presented below.

Grade tonnage curve – Surface

Mineral Reserves

The Mineral Reserve estimate for Damang Gold Mine is based on development of appropriately detailed and engineered LoM plans. All design and scheduling work is undertaken to an appropriate level of detail by experienced engineers using appropriate mine planning

software. The planning process incorporates realistic modifying factors and the use of appropriate cut-off grades, geotechnical criteria, mining fleet productivities and other techno-economic investigations.

In general, Proved Mineral Reserves are derived from Measured Mineral

Resources, and the Probable Mineral Reserves are derived from Indicated Mineral Resources. The stockpiles included in the Mineral Reserve comprise mostly lower-grade mineralisation that has been accumulated since the start of mining the Damang pit.

Mineral Reserve Classification

Tonnes (kt)				Grade (g/t)Gold (koz)
Classification	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14
Open pit
Proved	5,648	3,126	1,732	1.46	1.29	1.55	265	130	86
Probable	23,069	14,531	20,096	1.80	1.58	1.62	1,336	739	1,046
Total open pit	28,717	17,656	21,828	1.73	1.53	1.61	1,601	869	1,132
Surface
Surface stockpiles	3,033	3,564	3,871	0.75	0.91	0.82	73	104	102
Grand total	31,750	21,220	25,699	1.64	1.43	1.49	1,674	973	1,235

Mineral Reserve Classification per Mining Area

	Proved				Probable	Total Mineral Reserve
	Tonnes	Grade	Gold	Tonnes	Grade	Gold	Tonnes	Grade	Gold
Area	(kt)	(g/t)	(koz)	(kt)	(g/t)	(koz)	(kt)	(g/t)	(koz)
Open pit
Saddle	1,063	1.48	51	1,621	1.87	97	2,684	1.71	148
DPCB	4,204	1.47	198	15,346	1.94	955	19,550	1.83	1,153
Tomento East	—	—	—	544	0.98	17	544	0.98	17
Abosso Tailings	—	—	—	159	0.95	5	159	0.95	5
Lima South	—	—	—	540	0.92	16	540	0.92	16
Amoanda	381	1.32	16	4,860	1.57	246	5,240	1.55	262
Total open pit	5,648	1.46	265	23,069	1.80	1,336	28,717	1.73	1,601
Surface
Surface stockpiles	3,033	0.75	73	—	—	—	3,033	0.75	73
Grand total	8,681	1.21	338	23,069	1.80	1,336	31,750	1.64	1,674

Mineral Resource and Mineral Reserve Reconciliation Year-on-Year

Factors that affected Mineral Resource changesyear-on-year	Factors that affected Mineral Reserve changesyear-on-year
Mined depletions	Mined depletions
Change in optimised pit shells	Exclusion of Huni and Rex pits pending further drilling andupdated resource models
Resource model update for Damang Complex	Inclusion of Damang and Amoanda cutbacks as a result ofthe Damang reinvestment study (+1.3Moz)
	Low-grade ore included is NPV accretive

West Africa Region (continued)

Damang Gold Mine (continued)

Mineral Resource Reconciliation

Mineral Reserve Sensitivity

The Mineral Reserve sensitivity has been derived from the application of the relevant cut-off grades to individual grade tonnage curves of the optimised pit shells for the open pits.

The Mineral Reserve sensitivities are not based on detailed depletion schedules and should be considered on a relative and indicative basis only. The sensitivity chart indicates the Managed Mineral Reserve sensitivity at –15%, –10%, –5%, Base (US$1,200/oz), +5%, +10%, and +15% to the gold price.

Mineral Reserve Reconciliation

Mineral Reserve sensitivity

Competent Persons

Internal technical reviews have been conducted by the Competent Persons as listed, who are full-time employees of Gold Fields Limited and working for the West Africa region, except for D Lee who is an external consultant. Corporate technical oversight, assurance and compliance is provided by the Group Technical Services team (see page 17).

COMPETENTPERSON	QUALIFICATION	INDUSTRY EXPERIENCE
R DowningRegional MineralResourcesManager	BSc Hons (Geology and Environment), GDE:Mining Engineering, MAusIMM (No 229889)	He has 36 years' experience in mining andexploration in South Africa, Ireland andGhana. Commodities: oil, gold-palaeoplacer,hydrothermal, shear hosted refractory, basemetal – zinc, lead, silver. He is the leadCompetent Person for the West Africa region,jointly responsible for the overall correctness,standard and compliance of this declaration.
M AidooMineralResourcesManager	BSc Hons (Geology), MSc MiningEngineering, MAusIMM (No 306569)	He has 16 years' experience in mining,resource evaluation/modelling and explorationin Ghana and Asia (Laos). Commodities:gold-hydrothermal and palaeoplacer, basemetal – copper.He is jointly responsible for the overallcorrectness, standard and compliance of thisdeclaration.
K AppauUnit Manager –Strategic MinePlanning	M.Sc (Mining Engineering), MAusIMM(No 316308)	He has nine years' experience in the miningindustry in Ghana. Commodities: goldhydrothermal and palaeoplacer. He isresponsible for the overall accuracy of mineplanning, optimisation, scheduling and MineralReserve estimation.
D LeePrincipal MiningEngineer/UndergroundManager – AMCConsultants PtyLtd	BE Hons (Mining Engineering), FAusIMM(No 106796)	He has 29 years' experience in the miningindustry. Commodities: gold-hydrothermaland paleoplacer. He is responsible for mineplanning, optimisation and scheduling.
T KwesiAbakahUnit Manager– Geostatisticsand ResourceModelling	BSc (Hons) Geological Engineering,MAusIMM (No 316516)	He has nine years' experience in mining,exploration, resource evaluation andmodelling in Ghana. Commodities: goldhydrothermal and palaeoplacer. He isresponsible for the compilation of thisdeclaration.

West Africa Region (continued)

Tarkwa Gold Mine

Despite the lower gold price negatively impacting the extent of the final pit shell geometries, the Mineral Reserve grade from open pits is stable year-onyear at 1.24g/t.

Asset fundamentals
General location	Tarkwa is located in south-western Ghana approximately 300km by road west of Accra, thecapital, at latitude 5°15'N and longitude 2°00'W. The Tarkwa gold mine is located 4km westof the town of Tarkwa with good access roads and an established infrastructure. The mine isserved by a main road connecting to the port of Takoradi some 60km to the south on theAtlantic coast.
Licence status andholdings	The Tarkwa mine operates under mining leases covering a total area of approximately20,825ha. Five mining leases, dated 18 April 1997, cover the Tarkwa property, while twomining leases, dated 2 February 1988 and 18 June 1992 respectively, cover the Teberebieproperty. The Tarkwa concession mining leases expire in 2027 and the Teberebie propertymining leases expire in 2018. Application for an extension of the mining leases has beenapplied for and all required fees and documentation submitted to the Minerals Commissionof Ghana. There is no reason to expect that these will not be granted. All necessary statutorymining authorisations and permits are in place for the Tarkwa Mine Lease and GFG is entitledto mine all material falling within the lease.
Operational infrastructureand processing capacity	Four large open pits currently exploit the stacked narrow auriferous conglomerates, similarto those mined in the Witwatersrand Basin of South Africa.Ore is processed utilising a conventional CIL plant, with a gyratory crusher feeding a SAG milland ball mill. Gold is recovered from solution by electro-winning and smelted in an inductionfurnace. Current plant capacity is 13.5Mtpa.LoM tailings deposition requirements are catered for in the short term by wall raise sequencesat the operating TSF 1, 2 and 3 facilities and in the medium term by TSF 5 whose constructioncommenced in 2016. In the longer term, LoM tailings deposition requirements will be cateredfor by planned TSFs 4 and 6.
Climate	A tropical climate, characterised by two distinct rainy seasons from March to July andSeptember to November. Average annual rainfall near the site is 2,245m. Although there maybe minor disruptions to operations during the wet season, there is no operating or long-termconstraint on production due to climate.
Deposit type	The open pit surface operation currently exploits the tabular auriferous conglomerates fromfour open pits – Pepe-Mantraim, Teberebie, Akontansi and Kottraverchy.
LoM	It is estimated that the current Mineral Reserves will be depleted in 2031 (15 years).
Environmental,health and safety	Tarkwa retained its ISO 14001 environmental management system certification following anexternal audit during 2015. The mine also retained full compliance to the ICMC, as well asOHSAS 18001 in June 2014 respectively.

BRIEF HISTORY

Sinking of the Abontiakoon vertical shaft was completed in 1935 and a central mill with a capacity of 30ktpm was constructed in the following four years. Several small mining companies operated the Abontiakoon concession, but in 1960 all workings were abandoned and allowed to flood.

In 1961, production restarted under the State Gold Mining Corporation and in 1963 the Tarkwa mines were renamed Tarkwa Goldfields Limited. The Apinto Shaft was sunk in the mid-seventies.

GFG signed a management contract with the Ghanaian Government to operate the mine in 1993, and in 1996 completed a feasibility study on an open pit/heap leach operation. In 1998, the initial Tarkwa Phase 1 development was completed for an open pit operation mining 14.5Mtpa, including 4.7Mtpa of heap leach feed ore. In 1999, the Tarkwa Phase 2 expansion was completed to increase the mining rate to 20.7Mtpa

and heap leach feed ore production to 7.2Mtpa. All underground operations and the associated processing plant ceased production in this year. In 2000, GFG acquired the northern area of Teberebie and mining production was increased to 36Mtpa.

Tarkwa implemented owner mining in July 2004 and commissioned a CIL plant with a name plate capacity of 4.2Mtpa in October 2004. The expanded CIL plant was commissioned in January 2009 and a design throughput of 12.3Mtpa was achieved in September 2009. Conversion to owner maintenance was completed in 2010.

In 2011, GFG acquired the 18.9% IAMGold interest in Tarkwa and now holds 90%, with the remaining 10% held by the Ghanaian Government. At the end of 2013, all heap leach operations ceased.

The CIL plant capacity was increased to 13.5Mtpa late in 2014.

KEY DEVELOPMENTS AND MATERIAL ISSUES

• » World-class, low-cost surface mine with a 6.1Moz Mineral Reserve and 15-year life (nine years mining, followed by processing of the surface stockpile and South Heap Leach material) that remains strongly geared to the gold price – strong potential for leveraging resource ounce conversion and driving larger pits with high gold prices
• » Mineral Resources decreased by 4% and Mineral Reserves by 10%, mainly from a US$100/oz lower gold price and mined depletion
• » Reserve grade from open pits remained stable year-on-year at 1.24g/t (1.25g/t 2015)
• » The 60Mt of SHL ore at 0.4g/t for 771koz processed at the end of mine life remains value accretive, especially with the operating cost benefits delivered by the Genser gas power generation project
• » On-lease palaeoplacer and hydrothermal style exploration continues with the intent of defining new higher-grade ore sources from the hydrothermal prospects
• » Kottraverchy underground potential is undergoing assessment to profile any suitable options to turn the underground extensions of the palaeoplacer ore body to account
• » Options for in-pit waste dumping are being assessed

West Africa Region (continued)

Tarkwa Gold Mine (continued)

OPERATING STATISTICS

		Historic performance
	Units	C2016	C2015	C2014
Open pit mining
Total mined	kt	101,154	101,421	87,343
– Waste mined (opex)	kt	36,091	86,667	73,719
– Waste mined (capex)	kt	50,512	52,831	39,474
– Ore mined	kt	14,551	14,754	13,625
Mined grade	g/t	1.38	1.42	1.31
Strip ratio (tonnes)	waste:ore	6.4	5.9	5.4
Processing
Combined Tonnes treated	kt	13,608	13,520	13,553
Head grade	g/t	1.36	1.38	1.26
Yield	g/t	1.30	1.35	1.23
Plant recovery factor	%	97.0	96.8	97.3
	koz	568	586	558
Total gold production	kg	17,668	18,228	17,363
CIL
Tonnes milled	kt	13,608	13,520	13,361
CIL: head grade	g/t	1.36	1.38	1.22
	koz	568	586	527
– Yield ex-mill	g/t	1.3	1.35	1.23
CIL: Plant recovery factor	%	97.0	96.8	97.3
Heap leach
Tonnes to heap leach	kt	0	0	192
Heap leach: head grade		0	0	0.76
	koz	0	0	31
– Yield ex-heap leach	g/t	0	0	n/a
Heap leach: Recovery Factor (RF)	%	n/a	n/a	n/a
Financials
Average Au price received	US$/oz	1,248	1,161	1,266
	US$m	327	327	374
Net operating cost	US$/oz	576	570	670
	US$m	168	204	174
Capital expenditure	US$/oz	296	348	312
AISC	US$/oz	959	970	1,068
Life-of-Mine
Mineral Reserves	Mt	196.1	211.3	222.4
Mineral Reserves head grade	g/t	0.96	0.991	1.05
Mineral Reserves	Moz	6.08	6.75	7.49

1 Open pit Mineral Reserve grade = 1.24g/t (excluding surface stockpiles)

Rounding off of figures presented in this report may result in minor computational discrepancies. Where this occurs, it is not deemed significant

West Africa Region (continued)

Tarkwa Gold Mine (continued)

LOCAL GEOLOGY

The local geology at Tarkwa is dominated by the banket series, which can be further subdivided into a footwall and hangingwall barren quartzite, separated by a sequence of mineralised conglomerates and pebbly quartzites.

The stratigraphy of the individual quartzite units is well established, with auriferous reefs interbedded with barren immature quartzites. The units thicken to the west and current sedimentological parameters indicate a flow from the east and north-east. The original deposition occurred in a district basin environment with associated low to steep-angle normal faulting. Subsequent compression and folding led to the development of thrust faults and inversion of previous normal faults. The final stages involved further thrusting in a south-westerly direction.

Sedimentological studies of the detailed stratigraphy within individual footwall reef units have led to the recognition of both lateral and vertical facies variations. The modelling of these has resulted in the recognition of a cycle of events from initial channel formation and rapid down-cutting of the central channel, through a period of uplift and reworking. Finally, a period of meandering channel bars and flow reduction led to the development of low-grade conglomerates with silty inter-beds. The period of uplift and reworking has been recognised as being the principal episode of gold deposition and concentration within these reefs. The style of sedimentation ranges from channelised and incised reefs to more localised sheet-flooddominated alluvial fan deposits.

EXPLORATION AND RESOURCE DEFINITION DRILLING

The bulk of the Tarkwa open pit palaeoplacer Mineral Resource has been drilled and classified into the Measured and Indicated Mineral Resource categories at current costs and a gold price of US$1,400/oz.

Following reconnaissance soil sampling in 2014, and a geophysical survey carried out in 2012 over the lease area, a number of anomalous areas were identified in less well understood sectors of the lease. Exploration has continued in 2016 in the extreme south of the lease targeting the hydrothermal type mineralisation in the Kobada – North Hill trend, where detailed drilling has been completed. The focus areas for 2017 include detailed infill drilling at Kobada to supplement PFS studies on a potential starter pit and work in the northern part of the Kobada prospect (North Hill), which will be drilled to test continuity.

MINING

Tarkwa is a large, highly-efficient open pit gold mine with impressive productivities and operating costs. It utilises well-defined selective surface mining methods to optimise the extraction of the sedimentary mineral deposits. Tarkwa is now a wellestablished and understood mine, with the value-driven strategy focused on optimising the pit staging, mining mix and processing throughput rates.

The mine is owner-operated and has its own load and haul fleet of 13 excavators, which range from 120 tonnes to 400 tonnes. The haul fleet includes 67 dump trucks with a payload of 146 tonnes, eight dump trucks with a payload of 240 tonnes and nine dump trucks with a payload of 90 tonnes. The load and haul fleet are supported by an ancillary fleet consisting of dozers, graders, water carts and compactors. A total of 22 owner-operated drill rigs are used for blast hole drilling. Maintenance of the fleet is carried out by Tarkwa mine, while maintenance of the excavators is carried out by contractors.

Mining Methods

Tarkwa utilises a proven and highly selective mining methodology that optimises ore recovery and minimises dilution. The location and sequencing of the mining areas is defined through the long-term planning process. The boundaries

of the pits are pegged out by survey and the area is cleared of bush and topsoil, which is relocated for rehabilitation purposes. After clearing, RC grade control drilling is carried out and geological models updated. This grade control information is used to inform the short-term plans and forecasts prior to the commencement of mining. Currently, fresh rock and transitional zones are drilled and blasted in 6m lifts, with excavation in 3m flitches.

Backhoe excavators are used to select waste from the ore, and vice versa. This takes place along the sedimentary horizons to an average accuracy of 30cm on the hangingwall, and 20cm on the footwall of a reef. Pit geologists and geo-technicians supervise all digging and mineralised material is classified as either RoM, which is delivered to one of two primary crushers; or low-grade material, which is stockpiled close to the primary crushers. Waste material is hauled to the nearest waste dump.

Mine Planning and Scheduling

The planning cycle commences with the ratification of key input parameters, before producing a compliant and updated Mineral Resource Statement that is adjusted for all Mineral Resource depletions. This is followed by the planning process, which includes all technical inputs such as geotechnical, hydrogeological and detailed pit engineering and accommodates all modifying factors and fleet productivity rates.

A cut-off grade strategy is used in the Mineral Reserve estimation process whereby the cut-off defines the ore/waste segregation. The optimal cut-off/cut-over is also derived, which can be applied to increase the grade and therefore the cash-flow in the initial years of the LoM plan without compromising long-term planning objectives. Material between the optimal cut-off/ cut-over and the metallurgical process cut-off is stockpiled for treatment at the end of the LoM.

Historic productivity data and operating costs are utilised as the basis from which the operational budget is benchmarked. All capital projects are ranked and prioritised to maximise capital efficiency and return on investment. Importantly, maintenance of the capital waste strip to secure a steady flow of high-grade ore to deliver ongoing mining flexibility is strictly monitored.

PROJECTS

• » An assessment of long hauling distances for waste and options available will be undertaken in 2017 with the potential to reduce operating costs
• » Use of the Sleipner transport system to significantly reduce excavator tramming time is under final testing before implementation
• » Installation of a Knelson gravity concentrator on CIL1 to increase

gold recovery is scheduled for approval in 2017

• » Focus on in-house engine and major component rebuilds is ongoing and has expanded to include rebuilding CAT 785C engines
• » Continued funding of brownfield on-lease exploration programmes
• » Scoping study assessment of Kottraverchy/Akontansi underground mining potential

West Africa Region (continued)

MINERAL RESOURCES AND MINERAL RESERVES Tarkwa Gold Mine (continued)

The year-on-year Mineral Resources and Mineral Reserves have changed by –4% and –10% respectively, as a result of mining depletion, lower gold prices, resource model and mine design changes and cost input updates. The Development Agreement and Genser power savings contributed positively to offset reductions.

and grades trucked throughout the history of the mine, and are therefore considered to be reasonably accurate. However, the grades and tonnages are discounted by 5% for processing purposes, as experience has shown that this is realistically achievable when reclaiming a stockpile. Unless otherwise stated, all Mineral Resources and Mineral Reserves are quoted as 100% managed and are not attributable with respect to ownership.

Mineral Resources

Mineral Resources are quoted at an appropriate in situ economic cut-off grade, with tonnages and grades based on the resource block model. They also include estimates of any material below the cut-off grade that is required to be mined in order to extract the complete pay portion of the Mineral Resource.

Stockpile tonnage and grade estimates are based on accumulations of estimated tonnage

Mineral Resource Classification

		Tonnes (kt)			Grade (g/t)			Gold (koz)
Classification	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14
Open pit andunderground
Measured	66,833	70,439	81,573	1.47	1.47	1.48	3,160	3,324	3,880
Indicated	110,820	117,029	109,097	1.33	1.33	1.34	4,746	5,015	4,688
Inferred	5,577	4,752	3,060	1.17	1.13	1.13	210	172	111
Total in situ	183,230	192,220	193,730	1.38	1.38	1.39	8,116	8,511	8,679
Surface
Measured stockpiles	8,440	6,588	5,000	0.76	0.72	0.73	207	152	118
South Heap Leach(Indicated)	59,977	59,977	60,000	0.40	0.40	0.40	771	771	771
Total surface	68,416	66,565	65,000	0.44	0.43	0.43	978	924	889
Grand total	251,646	258,785	258,730	1.12	1.13	1.15	9,094	9,435	9,568

Mineral Resource Classification per Mining Area

		Measured			Indicated			Inferred		Total Mineral Resource
	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)	Tonnes(kt)	Grade(g/t)	Gold(koz)
Open pit
Akontansi	20,072	1.29	833	84,838	1.29	3,513	4,722	1.11	169	109,633	1.28	4,515
Kottraverchy	10,667	1.70	582	66	1.13	2	—	—	—	10,733	1.69	584
Pepe/Mantraim	11,554	1.44	536	6,807	1.20	262	634	1.44	29	18,995	1.35	827
Teberebie	24,539	1.53	1,209	19,109	1.58	969	221	1.63	12	43,869	1.55	2,190
Total open pit	66,833	1.47	3,160	110,820	1.33	4,746	5,577	1.17	210	183,230	1.38	8,116
Surface
Spent Ore(South HeapLeach)	—	—	—	59,977	0.40	771	—	—	—	59,977	0.40	771
Surfacestockpiles	8,440	0.76	207	—	—	—	—	—	—	8,440	0.76	207
Total surface	8,440	0.76	207	59,977	0.40	771	—	—	—	68,416	0.44	978
Grand total	75,273	1.39	3,367	170,796	1.00	5,518	5,577	1.17	210	251,646	1.12	9,094

Modifying Factors

• » The Measured and Indicated Mineral Resources are inclusive of those Mineral Resources modified to produce Mineral Reserves
• » All Mineral Reserves are quoted in terms of RoM grades and tonnages as delivered to the metallurgical processing facilities and are therefore fully diluted
• » Mineral Resources and Mineral Reserves undergo regular internal and/or external audits, and any issues identified are rectified at the earliest opportunity

			December
	Units	2016	2,015	2,014
Mineral Resource parameters
Mineral Resource gold price	US$/oz	1,400	1,500	1,500
Cut-off for mill feed	g/t	0.40	0.38	0.4
Mineral Reserve parameters
Mineral Reserve gold price	US$/oz	1,200	1,300	1,300
Cut-off for mill feed	g/t	0.47	0.45	0.48
Mining recovery factor (open pit)	%	100	100	100
Strip ratio (waste:ore)	ratio	5.1	5.4	5.6
MCF	%	98	98	100
Dilution open pit1	cm	30/20	30/20	30/20
Plant recovery factor – CIL	%	97.0	97.0	97.2
CIL processing capacity	Mtpa	13.5	13.5	13.5

1 Refers to 30cm hangingwall and 20cm footwall dilution respectively.

Grade Tonnage Curve

Grade tonnage curve for the open pit Mineral Resources is presented below

Grade tonnage curve – Surface

West Africa Region (continued)

Tarkwa Gold Mine (continued)

Mineral Reserves

The Mineral Reserve estimate for Tarkwa Gold Mine is based on the development of appropriately detailed and engineered LoM plans. All design and scheduling work is undertaken to an applicable level

of detail by experienced engineers using mine-planning software. The planning process incorporates realistic modifying factors and the use of appropriate cut-off grades, geotechnical criteria, mining fleet productivities and other technoeconomic investigations.

Mineral Reserve statements include only Measured and Indicated Mineral Resources modified to produce Mineral Reserves contained in the LoM plan. This declaration is based on the premise that all the ore will be treated through the CIL plant.

Mineral Reserve Classification

		Tonnes (kt)			Grade (g/t)Gold (koz)
Classification	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14	Dec 16	Dec 15	Dec 14
Open Pit
Proved	53,542	63,266	77,681	1.28	1.30	1.35	2,200	2,635	3,364
Probable	74,150	81,506	79,720	1.22	1.22	1.26	2,903	3,187	3,237
Total Open Pit	127,692	144,773	157,401	1.24	1.25	1.30	5,104	5,822	6,601
Surface
Proved stockpiles	8,440	6,588	5,015	0.76	0.72	0.73	207	152	118
South Heap Leach
(probable)	59,977	59,977	59,977	0.40	0.40	0.40	771	771	771
Total surface	68,416	66,565	64,992	0.44	0.43	0.43	978	924	889
Grand total	196,108	211,338	222,393	0.96	0.99	1.05	6,082	6,746	7,491

1 Open pit Mineral Reserve grade = 1.24g/t (excluding surface stockpiles)

Mineral Reserve Classification per Mining Area

		Proved			Probable			Total Mineral Reserve
	Tonnes	Grade	Gold	Tonnes	Grade	Gold	Tonnes	Grade	Gold
Area	(kt)	(g/t)	(koz)	(kt)	(g/t)	(koz)	(kt)	(g/t)	(koz)
Open pit
Akontansi	18,552	1.12	667	57,607	1.16	2,146	76,159	1.15	2,813
Kottraverchy	5,426	1.43	249	—	—	—	5,426	1.43	249
Pepe/Mantraim	7,463	1.31	314	833	1.14	30	8,297	1.29	345
Teberbie	22,101	1.36	969	15,709	1.44	727	37,810	1.40	1,696
Total Open Pit	53,542	1.28	2,200	74,150	1.22	2,903	127,692	1.24	5,104
Surface
Spent Ore (SHL)	—	—	—	59,977	0.40	771	59,977	0.40	771
Surface stockpiles	8,440	0.76	207	—	—	—	8,440	0.76	207
Total surface stockpiles	8,440	0.76	207	59,977	0.40	771	68,416	0.44	978
Grand total	61,982	1.21	2,407	134,126	0.85	3,675	196,108	0.96	6,082

Mineral Resource and Mineral Reserve Reconciliation Year-on-Year

Factors that affected Mineral Resource year-on-year	Factors that affected Mineral Reserve year-on-year
Depletion by mining	Depletion by mining
A decrease in Mineral Resource gold price from US$1,500to US$1,400/oz	Mineral Resource model updates
Application of steeper slope angles	Positive contribution from DA and Genser power savings
Reduced overall geometry of optimised pit shells	Decrease in gold price from US$1,300/oz to US$1,200/oz
Positive contribution from DA and Genser power savings	Revised overall steeper slope angles
	Final pit design modification

Mineral Resource Reconciliation

Mineral Reserve Sensitivity

The Mineral Reserve sensitivity has been derived from the application of the relevant cut-off grades to individual grade tonnage curves of the optimised pit shells for the open pits.

The Mineral Reserve sensitivities are not based on detailed depletion schedules and should be considered on a relative and indicative basis only. The following graphs indicate the Managed Mineral Reserve sensitivity at –15%, –10%, –5%, base (US$1,200/oz), +5%, +10%, and +15% to the gold price.

Mineral Reserve Reconciliation

Mineral Reserve sensitivity

Competent Persons

Internal technical reviews have been conducted by the Competent Persons as listed, who are full-time employees of Gold Fields Limited and working for the West Africa region. Corporate technical oversight, assurance and compliance is provided by the Group Technical Services team (see page 17).

QUALIFICATION	INDUSTRY EXPERIENCE
MSc (Hons) (Geological Engineering);MAusIMM (No 309400)	He has over 21 years' experience inthe mining industry and is the lead CompetentPerson, responsible for overall MineralResource Management for Tarkwa and theoverall correctness, standard and complianceof this declaration.
BSc (Hons) (Geology); MSc (Mining);MAusIMM (No 223783)	He has 37 years' experience in the miningindustry and is responsible for the overallcorrectness, standard and compliance of theLoM planning, scheduling, reserve statementand economic assurance for Tarkwa andDamang.
BSc (Hons) (Geology); MSc (Engineering);MAusIMM (No 322681)	He has over 31 years' experience in themining industry and is responsible forsampling, geology, exploration and resourceestimation for Tarkwa.
MSc (Mining); MAusIMM (No 305323)	He has 17 years' experience in the miningindustry and is jointly responsible for theoverall correctness, standard and complianceof the LoM planning, scheduling, reservestatement and economic assurance forTarkwa and Damang.

Corporate Development – Arctic Platinum Project (APP)

LOCATION

APP consists of three project areas named Suhanko, Narkaus and Penikat. The projects are located in southern Lapland in Finland, approximately 50km south of the city of Rovaniemi, which is the regional capital with excellent infrastructure and services. A network of wellestablished roads exist in the area with all-year access to the port of Kemi. Finland is a mining-friendly jurisdiction with a skilled workforce and favourable tax regime.

PROJECT OWNERSHIP

The total APP project area, inclusive of applications and tenement renewals, amounts to 16,062ha across the three project areas The registered lease holder is Gold Fields Arctic Platinum Oy (GFAP) which is a subsidiary of Gold Fields Finland Oy. Both companies are 100% owned indirect subsidiaries of Gold Fields.

The Finnish Safety and Chemicals Agency (TUKES) awarded a five-year extension to the validity of the Suhanko mining licence (ML1) which was originally awarded to GFAP on 29 May 2006. ML1 covers the Konttijärvi and Ahmavaara deposits of the Suhanko project and the infrastructural areas required for ore and minerals processing. The decision by TUKES became legally valid on 11 October 2016.

There has been no commercial mining of these deposits. The locations were originally explored by Outokumpu Oy up to January 2000, which was the start of the Arctic Platinum Partnership agreement

between Gold Fields and Outokumpu. Gold Fields was the operator and in 2003 acquired 100% of the partnership and registered GFAP as the operating company in Finland. From 2005 to 2008, GFAP entered into an acquisition and framework agreement with North American Palladium Limited (NAP) and this option agreement expired in 2008, when NAP elected not to follow its rights. Gold Fields assumed full management and control of GFAP from 1 September 2008.

REGIONAL GEOLOGY

The Suhanko and Narkaus Cu – Ni – PGM deposits are hosted by the 2.44Ga-old layered mafic intrusive rocks of the Portimo complex. All the intrusive rocks, including the Penikat intrusion, are intruded into the Archaean Basement and are exposed along or close to the erosional contact with the overlying Perapohja schist belt.

Project Geology

The Suhanko deposits, and the Suhanko North discovery, are palladium-rich zones of stratiform platinum group elements (PGE) – copper – nickel mineralisation at the base of the Konttijärvi – Suhanko intrusion. The zones range from 10m to 60m in thickness and are laterally continuous for 900m at Konttijarvi to 2,600m at Suhanko North. The platinum group minerals occur in association with base metal sulphides chalcopyrite > pyrrhotite > pentlandite. Analogous geological deposits are the Platreef of the Bushveld complex (South Africa), the Roby Zone at Lac des Isles

Palladium-Platinum Project in Finland Targeted for divestment

100% attributable to GFI

(Thunder Bay, Canada), and Federova in the Kola Peninsula (Russia).

PGE mineralisation at Narkaus and Penikat occurs as reef-type deposits, which subcrop beneath glacial till on ground held by GFAP for 11km at Narkaus and 10km at Penikat. The reefs are developed along the contact between gabbroic footwall rocks and overlying ultramafic pyroxenite and peridotite stratigraphic units. Offset-style copper-rich mineralisation also occurs at Narkaus in granites of the Archaean Basement with the best developed example being the Kilvenjarvi deposit.

EXPLORATION PROCESS, SAMPLING AND QA/QC

All exploration and resource definition has been by diamond core drilling, with logging and sampling undertaken by GFAP employees under supervision of an experienced Finnish management team. Assaying for platinum, palladium and gold was completed by fire assay with Pb collection and ICP – OES finish. Base metals and sulphur were analysed by aqua regia digest followed by an ICP – OES finish. Routine QA/QC procedures have been adopted throughout with external audit of the exploration procedures, assay database and geological modelling. The table below lists the DD drilling metres completed by different companies during respective periods.

No further work was undertaken in 2016

Year	Company	DD metres
1981 – 1999	Outokumpu	73,294
2000 – 2005	GFAP	205,790
2006 – 2008	NAP	43,437
2008 – 2015	GFAP	135,087
Total metres		457,608

LEVEL OF STUDY, PROPOSED MINING AND PROCESSING METHODOLOGY

Feasibility-level studies have been completed for a 10Mtpa open pit mining operation at Konttijarvi and Ahmavaara followed by sulphide flotation to produce concentrates for sale to smelters. In 2011 and 2012, these studies were expanded to include the Suhanko North deposit and recovery of metals from a bulk concentrate by pressure oxidation and the hydrometallurgical Platsol® process.

Geological modelling and scopinglevel open pit optimisation studies have also been completed for the SK Reef deposits and the Kilvenjärvi offset deposit at Narkaus. No open pit or underground mining studies have been completed at Penikat for the SJ and PV reef-style deposits.

SOCIAL LICENCE TO OPERATE

GFAP currently holds valid mining, environmental and water management permits for the Suhanko ML1 project area. These permits allow for open pit mining

of the Konttijarvi and Ahmavaara deposits and the flotation concentration of the ores at a rate of 10Mtpa. In order to provide for possible implementation of the Platsol® metal recovery process, and to include the discovery of the Suhanko North deposit, GFAP completed an expanded environmental impact assessment (EIA) process in early 2014. The permitting authority approved the expanded EIA and Natura 2000 assessments in 2014. The associated land use plan was approved and ratified by the Ministry of Environment on 13 January 2016.

MINERAL RESOURCES

No new exploration, geological modelling or metallurgical testing was completed during 2015 that would change the technical Mineral Resources estimation input parameters. As a result, there are no changes to the Mineral Resources from the previous year.

Arctic Platinum Project: Open Pit Shell Constrained Mineral Resources Reported at 1.0g/t 2PGE+Au cut-off

	Tonnes	Gold	Platinum	Palladium	Copper	Nickel	Gold	Platinum	Palladium	Copper	Nickel
Class	(Mt)	(g/t)	(g/t)	(g/t)	(%)	(%)	(koz)	(koz)	(koz)	(Mlb)	(Mlb)
Measured	46.90	0.16	0.41	1.68	0.24	0.10	237	624	2,527	245	106
Indicated	69.90	0.11	0.31	1.28	0.22	0.09	254	686	2,886	340	139
Inferred	91.70	0.10	0.38	1.50	0.22	0.10	295	1,107	4,429	450	194
Total	208.50	0.12	0.36	1.47	0.22	0.10	786	2,417	9,842	1,034	438

The commodity prices used in the original study are US$3.90/lb copper, US$1,670/oz gold, US$8.90/lb nickel, US$670/oz palladium and US$1,650/oz platinum.

Corporate Development – Arctic Platinum Project (APP) (continued)

Competent Persons

Internal technical reviews have been conducted by the Competent Persons as listed, who are full-time employees of Gold Fields Limited and working for Corporate Development. Corporate technical oversight, assurance and compliance is provided by the Group Technical Services team (see page 17).

COMPETENTPERSON	QUALIFICATION	INDUSTRY EXPERIENCE
M BothaVP StrategicProjects	BSc (Hons) MSc Geology. MAusIMM(226388)	33 years of experience in exploration, openpit and underground mining and projectdevelopment and evaluation in Africa, Europe,South America, North America, Australia andRussia. Commodities: gold, platinum,palladium, copper and nickel.He has been actively involved in theexploration and development of the APPsince the start of exploration in 2000. He isthe lead Competent Person and is responsiblefor the overall accuracy, standard andcompliance of the declaration
A TruemanChief ResourceGeologist	BSc Geology (Hons). PGeo, APEGBC 149753and MAusIMM CP 110730	25 years' experience in mining, explorationand resource evaluation on projects in Africa,Asia, Australia, Europe, South America andNorth America. Commodities: gold, copper,silver, coal, bauxite, PGEs and uranium. He isresponsible for Mineral Resource estimationand reporting.

Conversion table
Abbreviations	153
Glossary of terms	154

Conversion Table

Metric	Imperial
1 centimetre	0.3937 inches
1 metre	3.28084 feet
1 kilometre	0.62150 miles
1 gram	0.03215 troy ounces
1 gram/tonne	0.0292 ounce/tonne
1 kilogram	2.20458 pounds
1 tonne	1.10229 short tonnes
1 hectare	2.47097 acres

Imperial	Metric
1 inch	2.54 centimetres
1 foot	0.3047972654 metres
1 mile	1.609 kilometres
1 troy ounce	32.1507466 grams
1 ounce/tonne	34.28 grams/tonne
1 pound	0.4536 kilograms
1 short tonne	0.9072 tonnes
1 acre	0.4047 hectares

Abbreviations

~	circa, about or approximately
2PGE	platinum and palladium
3D	three-dimensional
A$	Australian Dollar
A$/oz	Australian Dollar per ounce
ADR	adsorption recovery carbon plant
Ag	silver
AGC	advance grade control
AGMC	Agnew Gold Mining Company Proprietary Limited
AIC	all-in cost
AISC	all-in sustaining cost
amsl	above mean sea level – and may be used for heights
	specified in any units.
APP	Arctic platinum project
Au	gold
B-BBEE	broad-based black economic empowerment
BI	business improvement
BOO	build-own-operate
BP	business planning
BVI	British Virgin Islands
CDA	Centenary Depth Analogue
CIL	carbon in leach
CIP	carbon in pulp
cm	centimetres
cm.g/t	centimetre grams per tonne
CMP	Cajamarca metallogenic province
CO2	carbon dioxide
COG	cut-off grade
CP	Competent Person
CPR	Competent Person's reports
Cu	copper
DA	development agreement
DD	diamond drill
DMR	Department of Mineral Resources
DPCB	Damang pit cut-back
DRP	Damang reinvestment project
EGP	Eastern Goldfields pipeline
EIA	environmental impact assessment
EM	electromagnetic
EMP	Environmental management plan
EP Act	Environmental Protection Act 1986
EPA	Environmental Protection Agency
EPBC Act	Environment Protection and Biodiversity Conservation Act
ETSF	east tailings storage facility
ExCo	Executive Committee
FBH	Fitzroy, Bengal and Hastings
FCF	free cash flow
FETSF	far east tailings storage facility
FPIC	free, prior and informed consent
FS	feasibility study
FSE	Far Southeast Project
FSGRI	Far Southeast Gold Resources, Inc.
FTAA	Financial or Technical Assistance Agreement
g	grams
g/t	grams per tonne
Ga	billion years
GC	grade control
GCBNTA	Gruyere Central Bore Native Title Agreement
GFAP	Gold Fields Arctic Platinum Oy
GFG	Gold Fields Ghana
GFI	Gold Fields Limited
GFLC	Gold Fields La Cima
GNH	Genesis New Holland
GRB	Geotechnical Review Board
GTC	grade tonnage curve
ha	hectare
HL	heap leach
HME	heavy mining equipment
HPGR	high-pressure grinding roll
ICP – OES	inductively coupled plasma optical emission spectrometry
ILR	in-line leach reactor
IMSSA	Institute of Mine Surveyors of Southern Africa
ISO	International Organization for Standardization
JORC	Australian Code for Reporting Exploration Results,
	Mineral Resources and Ore Reserves
JSE	Johannesburg Securities Exchange
JV	joint venture
KE	kriging efficiency
kg	kilogram
kg/t	kilograms per tonne
km	kilometre
koz	thousand ounces
KPIs	key performance indicators
ktpa	thousand tonnes per annum

LCMC	Lepanto Consolidated Mining Company
LED	light-emitting diode
LHD	load, haul, dump machine
LHoS	long-hole open stoping
LHS	long-hole stoping
LIB	long-incline borehole
LMUC	localised multivariate uniform conditioning model
LoM	life-of-mine
LSL	Lords South Lower
m	metre
M&A	mergers and acquisitions
m2	square metre
m3	cubic metre
m3/s	cubic metres per second
Ma	million years
MCF	mine call factor
Mlb	million pounds
Mo	molybdenum
Moz	million ounces
MPRD Act	Minerals and Petroleum Resources Development
	Act 28 of 2002
MPSA	Mineral Production Sharing Agreement
MRM	mineral resource management
MSO	mineable shape/stope optimiser
Mt	million tonnes
mtpa	million tonnes per annum
MW	megawatt
NAP	North American Palladium Limited
NCIP	National Commission on Indigenous Peoples
NGO	non-governmental organisation
NH	New Holland
Ni	nickel
NoW	North of Wrench
NPV	net present value
NSR	net smelter return
OHSAS	occupational health and safety assessment series
OP	open pit
oz	ounces (troy)
Pd	palladium
PDWA	pressure differential warning actuator
PEP	project execution plan
PGE	platinum group elements
PL	prospecting lease
PLATO	South African Council for Professional and
	Technical Surveyors
PNG	Papua New Guinea
PV	photovoltaic
QA/QC	quality assurance and quality control
R&R	reserves and resources
RAB	rotary air blast hole
RC	reverse circulation hole
RF	recovery factor
	run of mine (with reference to grade or tonnes)
RoM
SACNASP	South African Council for Natural Scientific Professions
SAG	semi-autogenous grind
SAIMM	South African Institue of Mining and Metallurgy
SAMREC	South African Code for the Reporting of Exploration
	Results, Mineral Resources and Mineral Reserves
SAMVAL	South African Code for the Reporting of Mineral
	Asset Valuation
SANAS	South African National Accreditation System
	The United States Securities and Exchange Commission
SEC
SLP	social labour plan
SoW	South of Wrench
SOX	Sarbanes-Oxley Act
SP	strategic plan
SR	strip ratio
SRD	surface rock dump
t	metric tonnes
T&I	technology and innovation
TJ	terajoule
TRIFR	total recordable injury frequency rate
TSF	tailings storage facility
TUKES	The Finnish Safety and Chemicals Agency
US$	United States Dollar
US$/oz	United States Dollar per ounce
VCR	Ventersdorp contact reef
WA	Western Australia
WAL	Western Areas Gold Mining Company Limited
WGC	World Gold Council
WMC	Western Mining Corporation
WSF	waste storage facility
YOYZAR	year-on-yearSouth African Rand

Glossary of Terms

	Definition
Auger drill	An auger drilled hole uses a rotating screw blade acting as a screw conveyor to remove thedrilled material out of the hole.
Block Width	The average width at which it is estimated a block of ore will be mined.
Clastic	Pertaining to a rock or sediment composed principally of broken fragments that are derivedfrom pre-existing rocks or minerals by the processes of weathering and erosion, and havebeen transported some distance from their place of origin.
Cut-off grade	The lowest grade of mineralised rock which determines as to whether or not it iseconomical to recover its gold content by further concentration.
Diamond Drill	Diamond drilling uses a diamond encrusted drill bit to drill through the rock and recoversa solid core, for examination on the surface.
Dilution	Waste or material below the cut-off grade that contaminates the ore during the processof mining operations and thereby reduces the average grade mined.
Destress	By mining a 2-metre slice through the package in an optimal position to ensure adestressed window of 50 to 60 metres above or below the associated stope.
Gold Equivalent Ounces	A quantity of metal (such as copper) converted to an amount of gold in ounces, based onaccepted gold and other metal prices, ie the accepted total value of the metal based onits weight and value thereof divided by the accepted value of one troy ounce of gold.
Indicated MineralResource	That part of a Mineral Resource for which tonnage, densities, shape, physicalcharacteristics, grade and mineral content can be estimated with a reasonable level ofconfidence. It is based on information from exploration, sampling and testing of materialgathered from locations such as outcrops, trenches, pits, workings and drill holes. Thelocations are too widely or inappropriately spaced to confirm geological and/or gradecontinuity but are spaced closely enough for continuity to be assumed.
Inferred Mineral Resource	That part of a Mineral Resource for which tonnage, grade and mineral content can beestimated with a low level of confidence. It is inferred from geological evidence andsampling and assumed but not verified geologically or through analysis of grade continuity.It is based on information gathered through appropriate techniques from locations such asoutcrops, trenches, pits, workings and drill holes that may be limited or of uncertain qualityand reliability.
Intracratonic basin	Refers to a basin on top of a craton, which is part of the earth's crust that has attainedstability and has been little deformed for a prolonged period.
Kriging Efficiency (KE)	Provides a measure of the reliability of block evaluations.
Lacustrine	Produced by or formed within a lake or lake environment.
Life-of-mine (LoM)	Number of years that an operation is planning to mine and treat Proved and ProbableReserves, based on the current mining plan. Year one of this plan is referred to as theOperational Plan.
Littoral	Pertaining to the zone between the highest and lowest levels of spring tides known as thefore-beach.
Measured MineralResource	That part of a Mineral Resource for which tonnage, densities, shape, physicalcharacteristics, grade and mineral content can be estimated with a high level of confidence.It is based on detailed and reliable information from exploration, sampling and testing ofmaterial from locations such as outcrops, trenches, pits, workings and drill holes. Thelocations are spaced closely enough to confirm geological and grade continuity.
Mine Call Factor	The ratio expressed as a percentage which the specific product accounted for in "recoveryplus residue" bears to the corresponding product "called for" by the mine's measuring andevaluation methods.
Mineral Reserve	The economically mineable material derived from a Measured and/or Indicated MineralResource. It is inclusive of diluting and contaminating materials and allows for losses thatare expected to occur when the material is mined. Appropriate assessments to a minimumof a pre-feasibility study for a project and an LoM plan for an operation must have beencompleted, including consideration of and modification by, realistically assumed mining,metallurgical, economic, marketing, legal, environmental, social and governmental factors(the modifying factors). Such modifying factors must be disclosed.

	Definition
Mineral Resource	A concentration or occurrence of material of economic interest in or on the earth's crust insuch form, quality and quantity that there are reasonable and realistic prospects for eventualeconomic extraction. The location, quantity, grade, continuity and other geologicalcharacteristics of a Mineral Resource are known, or estimated from specific geologicalevidence, sampling and knowledge interpreted from an appropriately constrained andportrayed geological model. Mineral Resources are subdivided, and must be so reported, inorder of increasing confidence in respect of geoscientific evidence, into Inferred, Indicatedand Measured categories.
Net Smelter Return (NSR)	Is defined as the return from sales of concentrates expressed in US$/tonne,i.e.: NSR = (Au price-Au selling costs) x Au grade x Au recovery + (Cu price-Cu selling price)x Cu grade x Cu recovery.
Operational Plan	Year one of the LoM plan.
Pay limit	The value at which it is estimated that ore can be mined at break-even.
Peneplain	A low, nearly featureless, gently undulating land surface of considerable area, which hasbeen produced by the processes of long continued sub-aerial erosion.
Plant Recovery Factor	The ratio, expressed as a percentage, of the mass of the specific mineral product actuallyrecovered from ore treated at the plant to its total specific mineral content before treatment.
Probable Mineral Reserve	Economically mineable material derived from a Measured or Indicated Mineral Resourceor both. It is estimated with a lower level of confidence than a Proved Mineral Reserve. Itincludes diluting and contaminating materials and allows for losses that are expected tooccur when the material is mined. Appropriate assessments to a minimum of a prefeasibility study for a project or an LoM plan for an operation must have been carried out,including consideration of and modification by, realistic assumed mining, metallurgical,economic, marketing, legal, environmental, social and governmental factors. Suchmodifying factors must be disclosed.
Proved Mineral Reserve	Economically mineable material derived from a Measured Mineral Resource. It is estimatedwith a high level of confidence. It includes diluting and contaminating materials and allowsfor losses that are expected to occur when the material is mined. Appropriate assessmentsto a minimum of a pre-feasibility study for a project or an LoM plan for an operation musthave been carried out, including consideration of and modification by, realistic assumedmining, metallurgical, economic, marketing, legal, environmental, social and governmentalfactors. Such modifying factors must be disclosed.
Regolith	Is a layer of loose unconsolidated rock that lies above a layer of bedrock.
Tonnage discrepancy	Difference between the tonnage hoisted as ore and that accounted for by the plantmeasuring methods. Discrepancy is referred to as a shortfall when the calculated tonnage isless than the tonnage accounted for by the plant, or an excess when the opposite occurs.
Tonne(s)	Metric ton (tonnes) = 1,000 kilograms.
Uraninite	A strongly radioactive, brownish-black mineral, UO2, forming the chief ore of uranium (U3O8)and containing variable amounts of radium, lead, thorium and other elements as impurities.
Witwatersrand Basin	A sedimentary basin in South Africa that contains close to a 6,000 metre thick sequence ofprincipally argillaceous and arenaceous sediments with inter-bedded conglomerates.

Forward looking statements

This 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 report and the exhibits to the report, are necessarily estimates reflecting the best judgement 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 report. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward looking statements include, without limitation:

• » overall economic and business conditions in South Africa, Ghana, Australia, Peru and elsewhere;
• » 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;
• » the success of the Group's business strategy, development activities and other initiatives;
• » the ability of the Group to comply with requirements that it operate in a sustainable manner and provide benefits to affected communities;
• » decreases in the market price of gold or copper;
• » the occurrence of hazards associated with underground and surface gold mining or contagious diseases at Gold Field's operations;
• » the occurrence of work stoppages related to health and safety incidents;
• » loss of senior management or inability to hire or retain employees;
• » fluctuations in exchange rates, currency devaluations and other macroeconomic monetary policies;
• » the occurrence of labour disruptions and industrial actions;
• » power cost increases as well as power stoppages, fluctuations and usage constraints;
• » supply chain shortages and increases in the prices of production imports;
• » 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 adequacy of the Group's insurance coverage;
• » the manner, amount and timing of capital expenditures made by Gold Fields on both existing and new mines, mining projects, exploration project or other initiatives;
• » changes in relevant government regulations, particularly labour, environmental, tax, royalty, health and safety, water, regulations and potential new legislation affecting mining and mineral rights;
• » fraud, bribery or corruption at Gold Field's operations that leads to censure, penalties or negative reputational impacts; and
• » political instability in South Africa, Ghana, Peru or regionally in Africa or South America.

Gold Fields undertakes no obligation to update publicly or release any revisions to these forward looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.