Report of Foreign Issuer (6-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

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

the Securities Exchange Act of 1934

Dated 24 May 2017

Commission File Number: 001-31318

GOLD FIELDS LIMITED

(Translation of registrant’s name into English)

150 Helen Rd.

Sandown, Sandton 2196

South Africa

(Address of principal executive offices)

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

Form 20-F

Form 40-F

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

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

Gold Fields Limited

Incorporated in the Republic of South Africa)

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

ISIN: ZAE000018123

"Gold Fields" or “the Company”)

RESULTS OF ANNUAL GENERAL MEETING OF GOLD FIELDS LIMITED HELD ON 24 MAY

2017 AND CHANGES TO THE BOARD

Shareholders are advised that at the Annual General Meeting of Gold Fields
Limited held on Wednesday 24 May 2017, the ordinary and special
resolutions, as well as advisory endorsement of the company’s remuneration
policy, as set out in the notice of the annual general meeting dispatched
to shareholders on 21 April 2017 were passed, on a poll, by the requisite
majorities.

Details of the results of the voting are as follows:

Total issued share capital: 821,532,707
Total number of shares present/
represented including proxies at the meeting:

702,751,750

being 86% of the total votable shares

Ordinary
resolutions

Number of
shares

voted

Shares
voted for:

Shares
voted

against:

Shares
abstained:

1.Re-
appointment of

auditors

702,088,126 701,227,480 860,646

663,624

% of total

issued
shares

% of shares

voted

% of

shares
voted

% of total

issued
shares

100%

99.88%

0.12%

0.08%

2.1 Re-election

of a director:
TP Goodlace

701,858,256 701,357.870 500,386

893,494

% of total

issued
shares

% of shares

voted

% of

shares
voted

% of total

issued
shares

100%

99.93%

0.07%

0.11%

2.2 Re-election
of a director:
A Andani

701,855,526 701,330,479 525,047

896,224

% of total
issued
shares

100%

99.93%

0.07%

0.11%

2.3 Re-election

of a director:

PJ Bacchus

701,855,302 701,351,801 503,501

896 448

% of total

issued

% of total

issued

% of total

issued

% of total

issued

100%

99.93%

0.07%

0.11%

2.4 Re-election
of a director:

701,861,017 701,361,912 499,105

890,733

% of total % of total % of total % of total

YGH Suleman

issued

100%

99.93%

0.07%

0.11%

2.5 Re-election
of a director:C

Letton

701,850,662 701,406,993 443,669

901,088

% of total
issued

100%

99.94%

0.06%

0.11%

2.6 Re-election

of a director:
NJ Holland

701,851,482 701,222,543 628,939

900,268

% of total

issued
shares

% of total

issued
shares

% of total

issued
shares

% of total

issued
shares

100%

99.91%

0.09%

0.11%

2.7 Re-election

of a director:
PA Schmidt

701,858,264 701,260,525 597,739

893,486

% of total

issued
shares

% of total

issued
shares

% of total

issued
shares

% of total

issued
shares

100%

99.91%

0.09%

0.11%

3.1. Re-

election of

Audit Committee
member: YGH

Suleman

701,853,481 701,367,409 486,072

898,269

% of total

issued

% of shares

voted

% of

voted

% of total

issued

100%

99.93%

0.07%

0.11%

3.2. Re-
election of a

member of the

Audit

Committee:A
Andani

701,836,148 701,333,326 502,822

915,602

% of total
issued

% of shares
voted

% of
shares

voted

% of total
issued

100%

99.93%

0.07%

0.11%

3.3 Re-election

of a member of

the Audit
Committee: PJ

Bacchus

701,840,435 697,644,470 4,195,965 911,315
% of total

issued
shares

% of total

issued
shares

% of total

issued
shares

% of total

issued
shares

100%

99.40%

0.60%

0.11%

3.4 Re-election

of a member of

the Audit

Committee: RP
Menell

701,843,576 701,402,749 440,827

908,174

% of total

issued
shares

% of total

issued
shares

% of total

issued
shares

% of total

issued
shares

100%

99.94%

0.06%

0.11%

3.5 Re-election

of the member
of the Audit

Committee: DMJ
Ncube

701,827,431 696,920,863 4,906,568 924,319
% of total
issued
shares

% of total
issued
shares

100%

99.30%

0.70%

0.11%

4. Approval for

the issue of

authorised but
unissued

ordinary shares

701,833,129 618,735,631 83,097,498 918,621

% of total

issued

% of shares

voted

% of

voted

% of total

issued

100%

88.16%

11.84%

0.11%

Special
resolutions

Number of
shares

voted

Shares
voted for:

Shares
voted

against:

Shares
abstained:

1.Approval for
the conversion

of par value

shares to no

par value share

701,811,391 632,889,913 68,921,478 940,359
% of total

issued

% of total

issued

% of total

issued

% of total

issued

100%

90.18%

9.82%

0.11%

2. Approval for

the increase in
the authorised

share capital

701,854,052 618,402,653 83,451,399 897,698
% of total

issued

% of shares

voted

% of

voted

% of total

issued

100%

88.11%

11.89%

0.11%

3.Approval for
the issuing of
equity

securities for

cash

701,896,058 618,236,418 83,659,640 855,692
% of total
issued

% of total
issued

100%

88.08%

11.92%

0.10%

Advisory

endorsement of
the

remuneration

policy

690,150,036 669,299,397 20,850,639 12,601,714

% of total

issued

% of shares

voted

% of

voted

% of

voted

100%

96.98%

3.02%

1.53%

4. Approval for
the

remuneration of

non-executive
directors

701,700,805 697,414,370 4,286,435 1,050,945

% of total

issued
shares

% of shares

voted

% of

shares
voted

% of total

issued
shares

100%

99.39%

0.61%

0.13%

5. Approval for

the Company to

grant inter-
group financial

assistance in

terms of

section 44 and
45 of the Act

701,666,714 699,382,194 2,284,520 1,085,036

% of total

issued

% of shares

voted

% of

voted

% of total

issued

100%

99.67%

0.33%

0.13%

6. Acquisition

of the
Company’s own

701,807,710 643,281,709 58,526,001 944,040

% of total
issued
shares

% of shares
voted

% of
shares
voted

100%

91.66%

8.34%

0.11%

7.Amendments to

the existing

Memorandum of
Incorporation

701,677,723 620,945,786 80,731,937 1,074,027

% of total
issued

% of shares
voted

% of
shares

voted

% of
shares

voted

100%

88.49%

11.51%

0.31%

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

The special resolutions will be filed with the Companies and Intellectual
Property Commission in accordance with the requirements of the Companies
Act, No 71 of 2008.

In terms of paragraph 3.59 of the JSE Limited’s Listings Requirements,
shareholders are advised that Ms Gayle Wilson, who is the current chair of
the Audit Committee, has retired as a non-executive director of the Gold
Fields board of directors (“the Board”), with effect from this AGM. The
Board would like to thank Ms Wilson for her valuable contribution to the
Company over the past 9 years and wish her everything of the best in her
future endeavours.

Mr YGH Suleman will serve as the new Chair of the Audit Committee with
effect from this AGM.

24 May 2017
Sponsor

J.P. Morgan Equities South Africa (Pty) Ltd

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned, thereunto duly authorised.

GOLD FIELDS LIMITED

Dated: 24 May 2017