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Gold Fields Limited

Registration Number 1968/004880/06

Incorporated in the Republic of South Africa

Circular to Shareholders relating to:

  * the sale of Gold Fields' South African gold mining and related ancillary
    businesses and assets to GFI Mining South Africa Limited ("GFI-SA") a
    wholly-owned subsidiary of Gold Fields;
   
  * the advance of a loan in the amount of R4 139 million from Mvelaphanda Gold
    (Proprietary) Limited ("Mvela Gold"), a wholly-owned subsidiary of
    Mvelaphanda Resources Limited, (the "GFI-SA Loan") to GFI-SA, the purpose
    of which is to discharge, in part, the amount payable by GFI-SA for the
    South African gold mining assets and business operations acquired by it
    from wholly-owned subsidiaries of Gold Fields;
   
  * the acquisition by Mvela Gold of a 15 per cent interest in GFI-SA (the
    "GFI-SA Shares") by means of a subscription for shares for cash at a
    subscription price of R4 139 million on the date upon which the GFI-SA Loan
   is repaid or, at Mvela Gold's election, on the date upon which the GFI-SA
    Loan becomes repayable;
   
  * the right of either Mvela Gold or Gold Fields to require the exchange of
    the GFI-SA Shares in return for the issue to Mvela Gold of new ordinary
    shares in Gold Fields,
   
and incorporating

  * a notice of a general meeting of shareholders; and
   
  * a form of proxy for certificated and own name dematerialised shareholders.
   
A copy of the above document has been submitted to theUK Listing Authority and
will be available for inspection at the UK Listing Authority's Document Viewing
Facility at:-

Financial Services Authority

25 The North Colonnade

Canary Wharf

London

E14 5HS

Telephone 020 7676 1000



END

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