GOLD FIELDS LIMITED - Notice in terms of Section 45(5) of the Companies Act, 71 of 2008, as amended (the "Companies Act")

Notice in terms of Section 45(5) of the Companies Act, 71 of 2008, as amended (the "Companies Act")

Gold Fields Limited
Reg. No. 1968/004880/06)
Incorporated in the Republic of South Africa)
JSE, NYSE, DIFX Share Code: GFI
ISIN Code:ZAE000018123
(“Gold Fields” or “the Company”)

NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, 71 OF 2008, AS AMENDED
(the “Companies Act”)

1.   Shareholders are advised that the Company has, along with certain of
     its subsidiary companies, and for purposes of funding general corporate
     and working capital requirements of the Gold Fields group, entered into
     a sustainability-linked syndicated revolving credit facility agreement
     of up to A$500 million (with a A$100,000,000 accordion option)(the
     “Facility Agreement”). The Facility Agreement was concluded with a
     syndicate of 10 banks, with the Commonwealth Bank of Australia as
     Mandated Lead Arranger and Bookrunner, as well as Sustainability
     Coordinator.   The facility has a five-year term. The sustainability
     linked key performance indicators for the term of the facility are
     aligned with the Gold Fields strategy, its 2030 environmental, social
     and governance targets as well as its recently refinanced US$ RCF.

2.   In terms of the Facility Agreement, the Company (together with certain
     of its subsidiaries) guarantee the punctual performance by each borrower
     of its obligations under such Facility Agreement (each a “Guarantee”).

3.   Shareholders are referred to the special resolution which was approved
     by the shareholders at the Company’s annual general meeting (“AGM”) held
     on 24 May 2023 in accordance with Section 45(3) of the Companies Act
     (the “Special Resolution”), pursuant to which the shareholders of the
     Company authorised the Company to provide “financial assistance”, as
     defined in Section 45(1) of the Companies Act, to the entities
     contemplated in the Special Resolution, namely, to any of its present
     or future subsidiaries and/or any other company or entity that is or
     becomes related or inter-related to the Company, at any time during a
     period commencing on the date of passing of that special resolution and
     ending at the next AGM of the Company .

4.   Each Guarantee constitutes “financial assistance”, as defined in Section
     45(1) of the Companies Act, to entities contemplated in the Special
     Resolution.

5.   Shareholders are hereby notified, as required in terms of section 45(5)
     of the Companies Act, that the Board of Directors has adopted resolutions
     to enter into the Facility Agreement (including the Guarantee).


2 October 2023

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

Date: 02-10-2023 10:50:00
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