Ethics

Gold Fields is committed to the conduct of its business in an ethical and fair manner, to the promotion of a corporate culture which is non-sectarian and apolitical and which is socially and environmentally responsible. This is achieved by living the core values of the Gold Fields Group being:

These values are then carried through in the following principles:

• Honesty, transparency, accountability, fairness and integrity in all business dealings;
• Having respect for the human rights and the dignity of all employees;
• Acceptance and tolerance of diverse cultures, religions, race, gender and sexual orientation;
• Compliance with and adherence to sound standards of corporate governance and obeying all applicable laws, the rules and regulations of all applicable Governmental agencies.

In pursuing these principles, Gold Fields requires its employees, officers and directors alike to adhere to and be bound by the Gold Fields Code of Ethics and to uphold the following standards:

• Always behaving in a way which is beyond reproach when representing Gold Fields and taking responsibility for these actions;
• Committing to delivering results in a safe manner in specific areas of responsibility and in so doing ensuring a safer environment for all fellow employees, contractors and communities to work in;
• Acting with integrity in all dealings with fellow officers, directors or employees, advisors, suppliers, customers, shareholders and other stakeholders;
• Complying with the internal Approval Framework and risk management policies of Gold Fields as amended from time to time;
• Recognising conflicts of interest when they arise and dealing with them in the manner required in the Gold Fields Code of Ethics;
• Not using corporate information for any purpose other than that for which it was intended, and maintaining the confidentiality thereof even after your tenure at Gold Fields;
• Refraining from engaging in practices or pursuing private interests which could conflict with those of Gold Fields or which could result in Gold Fields suffering loss or damage as a result, other than on the basis permitted in the Code of Ethics;
• Adherence to the Gold Fields Group IT Policy;
• Refraining from any behaviour or activity with criminal intent that may result in financial loss or prejudice to the Gold Fields Group.

Every employee, director and officer of Gold Fields accepts that any breach of the Code of Ethics exposes him or her to the risk of disciplinary action, which could result in the termination of employment or office on the basis set out in the Gold Fields disciplinary codes and procedures.

In addition, certain transgressions may also be criminal in nature and could expose the perpetrator to criminal prosecution. Gold Fields will not hesitate to press charges in such an event.

In accordance with its Disclosure Policy, Gold Fields is committed to the timely disclosure of information to its shareholders and the public which is full, fair, accurate and understandable.

Any employee who may be concerned that any disclosure has not been complete or correct is required to ensure that his or her concern is brought to the attention of an appropriate member of the Gold Fields Executive Committee or the Gold Fields Group General Counsel.

The requirements of the Sarbanes-Oxley Act of 2002, the United States Foreign Corrupt Practices Act, and where applicable, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules of all the stock exchanges on which the shares of Gold Fields are listed must be adhered to, including the following:

• That Gold Fields disclose in its Form 20-F, filed with the United States Securities and Exchange Commission, the adoption of its Code of Ethics or any amendments to this Code for all its employees, officers and directors;
• That Gold Fields disclose promptly and publicly any waivers of the Code by the Gold Fields Audit Committee for directors or members of the Gold Fields Executive Committee;
• That the Code be posted on Gold Fields’ website, with reference in the Form 20-F to the Gold Fields internet address. Alternatively, that Gold Fields undertakes in the Form 20-F that it will make available a copy of this Code to any person who requests this Code.

The Code of Ethics is binding on every employee, officer and director of Gold Fields Limited and on every employee, officer and director of any entity which is owned or controlled by Gold Fields Limited (collectively “Gold Fields”). If you are ever unsure of how to act or react in a particular situation, consult your Senior Manager (an employee, to whom you report directly or indirectly, in the E Band or above) (a “Senior Manager”) or the Gold Fields Group General Counsel.

Senior Managers must report any material violations of the Code of Ethics of which they become aware to the Gold Fields Group General Counsel, who will in turn report same to the Gold Fields Executive Committee (“Exco”) or the Gold Fields Audit Committee (“Audit Committee”), where appropriate or required under this Code.

The Audit Committee will, from time to time, compile rules and regulations (“rules”) with a view to facilitating the implementation and enforcement of the Code of Ethics in accordance with its terms.

The various different registers as set out more fully below will be compiled into one book which will be made available at Gold Fields’ Corporate Office, and one book will be made available at each of the operations (including exploration sites), in which all declarations will be recorded and maintained. Contact your immediate Manager at either Corporate Office or at any of the Operations within the Gold Fields Group.

Any violations of the Code of Ethics by members of the board of directors of Gold Fields Limited (“the Board”) or members of Exco must be reported to and dealt with by the Audit Committee.

Unless the Code of Ethics or the rules require otherwise, you should obtain all approvals from and make all declarations ENGLISH GOLD FIELDS Code of Ethics 5 contemplated under the Code of Ethics to your immediate Manager, which means, in relation to:

• any member of the Board and the Gold Fields Group General Counsel, the Chairman of the Audit Committee or, in his/her absence, the Chairman of the Board;
• the Chairman of the Audit Committee, the Chairman of the Board;
• the Chairman of the Board, the Chairman of the Audit Committee;
• any member of the Gold Fields Group Exco, other than the Gold Fields Group General Counsel and any member of the Board, the Gold Fields Group General Counsel;
• employees of Gold Fields in the F Band, the member of the Gold Fields Group Exco to whom he or she reports;
• any member of a Regional Exco, the Gold Fields Group Exco;
• any member of an Operations or Service Organisation Exco, the Regional Exco;
• all other employees of Gold Fields, his or her Senior Manager.

Conflicts of Interest

Avoid placing yourself in a position where personal interests may, or may appear to be, in conflict with those of Gold Fields. A conflict between your own interests and those of Gold Fields could arise in a number of situations including the following:

• Where you have or acquire an interest in any entity which is not owned or controlled by Gold Fields, including, without limitation, by being a shareholder, member or director, owner or partner. This does not apply to investments in shares which are listed on a registered stock exchange;
• Doing business on behalf of Gold Fields with any current or potential supplier, advisor, customer, competitor or business associate of Gold Fields in which you, your spouse or immediate family member has an interest of any nature whatsoever;
• Accepting personal favours or any form of preferential treatment from any current or potential supplier, advisor, customer, competitor or business associate of Gold Fields;
• Entering into any agreement, arrangement or understanding with any third party to the detriment of Gold Fields;
• Contracting with any third party, who is a current or potential supplier, advisor, customer, competitor, or business ENGLISH GOLD FIELDS 6 Code of Ethics associate of Gold Fields in your private capacity or other than as a representative of Gold Fields;
• Engaging in activities in your private capacity or other than as a representative of Gold Fields which may impact adversely on your ability to fulfil your obligations to Gold Fields whether as an employee, officer or director, with integrity and in the best interests of Gold Fields;
• When you, or one of your family members, receive improper personal benefits as a result of your position in Gold Fields.

You are required to discuss such a situation or any relationship which may give rise to such a situation with your Manager or the Gold Fields Group General Counsel before taking further action.

Your Manager is required to keep and maintain a Conflicts Register containing a written record of any such declared conflicts of interest and to make this register available to the Gold Fields Group General Counsel or Audit Committee on the basis set out in the rules.

Prior written approval is required from your Manager for any transaction with Gold Fields which may result in the receipt of a direct or indirect benefit for you or your immediate family. Details must be recorded in the Benefits Register to be maintained by your Manager at either corporate office or at each of the Operations within the Gold Fields Group on the basis set out in the rules.

Apart from de minimis time devoted to community or charitable work or the management of personal affairs, employees are not permitted to hold a position or engage in work with an entity external to Gold Fields without the approval of his or her Manager. As such, you are required to declare and keep current, through your Manager, details of any other approved external engagements you may have, in the Register of External Engagements to be kept and maintained by your immediate Manager at either corporate office or at each of the operations within the Gold Fields Group on the basis set out in the rules.

Members of the Board and of Exco are urged, where appropriate, to take independent professional advice at Gold Fields’ cost on any areas of concern to them in the fulfilment of their obligation to be bound by the standards and principles contained in the Code of Ethics.

• You are required to treat all information to which you are or become privy to by virtue of your position in Gold Fields including, without limitation, information pertaining to Gold Fields which is not in the public domain, in the strictest confidence. This obligation of confidentiality continues to bind you even after your tenure at Gold Fields.
• Confidential information about Gold Fields, its operations and properties may not be revealed to a supplier, advisor, customer, competitor or other business associate of Gold Fields without the prior authorisation of your Manager who may, in turn, require guidance from the Gold Fields Group General Counsel.
• You will not disclose or use such information for any purpose whatsoever other than the business purpose for which it was disclosed to you in the fulfilment of your duties to and position at Gold Fields.
• If you are ever uncertain as to whether or not information is confidential or the purpose for which any information may be used, you must seek the advice of your Manager or, ultimately, the Gold Fields Group General Counsel.
• Subject to the provisions of the South African Promotion of Access to Information Act 2 of 2000, and/or any other applicable law, confidential information concerning other employees, officers or directors should not be disclosed to any external party without that person’s consent.
• You are not permitted to speak, lecture, or present on the affairs of, or on matters or subjects relating to Gold Fields without the written consent of the appropriate member of Exco. This is also applicable once your tenure at Gold Fields has come to an end.

Facilitation payments are strictly prohibited by the Gold Fields Group. Facilitation payments involve the payment of small sums to government officials to obtain routine services to which Gold Fields would otherwise be legally entitled.

Although such payments may be permitted in certain jurisdictions, like the United States and Australia, they are not allowed by Gold Fields under any circumstances.

The making of facilitation payments is a breach of this Code of Ethics and may result in disciplinary action and even dismissal. In certain jurisdictions the paying of facilitation payments could amount to a criminal offence. If you have any doubt as to the nature of any payment you should seek advice from your Manager and/or the Gold Fields General Counsel.

As a general rule, Gold Fields does not make political contributions whether in cash or in kind. If any contribution is made it will: (i) have been approved in advance by the Gold Fields Board of Directors; (ii) be permissible under local law; (iii) not be made with any promise or expectation of favourable treatment in return, and (iv) be accurately disclosed in the books and records of Gold Fields. If you are in any doubt whether a contribution is appropriate, consult the Gold Fields Group General Counsel. This policy does not restrict employees from making contributions of money or services in their individual capacities.

• You are not permitted to give or accept, directly or indirectly, favours, gifts or business courtesies that might compromise or be seen to compromise your professionalism or impartiality or which may, in any way impair your ability to act or be seen to act with integrity and in the best interests of Gold Fields. This requirement extends to your immediate family members.
• Cash payments, discounts or vouchers, no matter how small, must not be accepted under any circumstances from any current or potential supplier, advisor, customer, competitor or business associate of Gold Fields.
• You are, however, not precluded from accepting novelty or advertising items of a nominal value (defined below), which are widely distributed by the donor e.g. wine, calendars, pens, diaries, ties etc. Should the value of any of the novelty or advertising items exceed the nominal value defined below, then approval to accept such items should be obtained from a Gold Fields Limited Exco member.
• Details of any favour, gift or business courtesy of any nature which are accepted by you, no matter how small, must, promptly following receipt, be recorded in the Gift Register to be maintained in the prescribed manner and form, by your immediate Manager at either Corporate Office or at each of the operations within the Gold Fields Group.

*the following amounts are deemed to be a nominal value:

• Up to R500 (South Africa);
• Up to US$60 (North America);
• Up to US$60 (South America);
• Up to AUS$100 (Australia);
• Up to US$60 (in Africa);
• Up to US$60 (South East Asia, China or any other country).

These amounts set out above may be reviewed from time to time by the Gold Fields Group General Counsel.

• Although Gold Fields recognises that hospitality and social engagement plays a valuable role in the building of business relationships, you must not provide or accept hospitality which influences or might be seen to influence your integrity, professionalism or judgement in relation to business decisions and relationships.
• Any invitations which you accept or provide must be within the limits of reasonableness and good taste and be consistent with the principles espoused in this document.
• The payment or reimbursement of travel (excluding short bus and coach travel), accommodation and/or living expenses should be covered by Gold Fields and may not be accepted from any current or potential supplier, advisor, customer, competitor or business associate of Gold Fields.
• The acceptance of any invitation whatsoever of hospitality or entertainment must be recorded in the prescribed Gift Register. Examples would include, without limitation, meals, attendance at sporting, social or cultural events and shows, hunting, fishing or any other recreational trips or pursuits. In addition, the acceptance of any invitation, hospitality or entertainment valued at over the nominal value defined above, requires prior written clearance from a Gold Fields Limited Exco Member. If clearance is not forthcoming, you are required to decline the invitation politely and explain Gold Fields policy in this regard.

• Gold Fields’ services and property which are not a service benefit may not be used for private purposes without the prior written approval of your Manager.
• You are required to respect Gold Fields property and to avoid any waste or unnecessary use of such assets or resources.
• Gold Fields’ property and resources are only to be used for the purposes intended, and not for other purposes without the consent of your Manager.
• Employees, officers and directors are duty bound at all times to act in the best interests of Gold Fields. As such, ENGLISH GOLD FIELDS 10 Code of Ethics employees, officers and directors may not, without the prior written approval of their Manager, or where appropriate the Chairman of the Audit Committee (a) themselves pursue or exploit opportunities that present themselves as a result of information obtained by virtue of their own position within Gold Fields; (b) use Gold Fields’ property, information, or position for personal gain; or (c) compete with Gold Fields.

• You are not permitted to give, offer, authorise or accept, directly or indirectly, anything of value (such as a bribe or kickback) for the purpose of obtaining an improper personal or business advantage or that might create the appearance of impropriety.
• Bribery attempts from third parties must be communicated to your Manager who must keep and maintain a written record in the prescribed format of any such reports. Dealings with the party concerned must be terminated immediately. A bribe includes anything of value, such as cash, a cash equivalent, a gift or other benefit or advantage, that is offered or received to obtain an improper advantage or to encourage the recipient of the bribe to misuse his or her position. A bribe may be made before or after an event, such as the decision to award a contract or licence. The mere offering of a bribe is wrongful, even though the bribe in itself is not accepted.
• You must not use your position to give or obtain a personal benefit or advantage of any kind whatsoever to or from a third party.

• Laxity, dishonesty and abuse in relation to required working hours are a breach of the Code of Ethics and may result in disciplinary action.
• Likewise, unauthorised leave and abuse of any sick leave privilege is a breach of the Code of Ethics and may result in disciplinary action.
• Taking advantage of leave or overtime calculation errors or not reporting them is regarded as a serious and dismissible offence.

Any overpayment or payment of monies made to you or any third party in error or to which you or any third party are not entitled, must be reported to your Manager without delay. In addition:

• Payment errors to employees or third parties must be reported without delay to your Manager. These payments could be reflected on a payslip, bank record or any other form.
• Taking advantage of payment errors or not reporting them is regarded as a serious and dismissible offence.
• If there is difficulty in understanding payment advices, please seek the advice of your Manager.
• If you are entrusted with authorising or implementing payments, and are found to have wrongfully authorised or implemented payment you will be guilty of misconduct and could be a potentially dismissable offence.
• Aiding and abetting a payment error to an employee or third party is a serious and potentially dismissible offence.
• Receiving any money, benefit or advantage from any person in exchange for facilitating a payment error, likewise, is a serious and potentially dismissible offence.

• The engagement of advisors, purchase contracts and tender awards must be made on the basis of quality, service, price and availability, within the parameters of the Gold Fields policy, procedures and any applicable requirements within legislation applicable in all jurisdictions in the Group.
• All suppliers of goods or services must be of good standing and integrity in order to do business with Gold Fields and must have been vetted by the Gold Fields Vendor Selection Committee.
• Gold Fields purchasing power may not be used for personal gain or any related benefits. Save for arrangements secured by Gold Fields for the benefit of employees, it is unethical to seek or accept concessions or benefits from suppliers, advisors, customers or other business associates of Gold Fields for your personal benefit.
• Directors and officers or employees who work in financial divisions, whose estates are provisionally or finally sequestrated or who are declared provisionally or finally insolvent, must disclose this fact to their Manager. Any director, officer or employee who has previously been removed from an office of trust on account of misconduct, or who has been or is at any time in the future, convicted of theft, fraud, forgery or an offence involving dishonesty, must disclose this fact to his/her Manager.
• You will be accountable for all monies, cheques, documents and property of Gold Fields which comes into your possession in the course of your employment by or position as an officer or director of Gold Fields.
• Payments for goods and services must only be made on presentation of an original invoice, authorised by the relevant supervisor, after receipt has been verified. Exceptions must be authorised by your Manager.

• While you are encouraged to own shares in Gold Fields, any dealings in shares or securities of Gold Fields or in shares or securities of companies in respect of which Gold Fields has an actual or potential material interest must be beyond reproach and in accordance with all applicable laws and Stock Exchange requirements.
• It is a criminal offence to deal in or to encourage or discourage anyone else to deal in securities on the basis of material price sensitive information gained as an insider. In addition, Gold Fields has the right to take appropriate disciplinary action against anyone who unlawfully does this.
• You must heed closed periods for dealing in Gold Fields shares. These closed periods will be made known from time to time and are to be considered binding.
• You are urged to seek independent legal advice or advice from the Gold Fields Group General Counsel if you are ever uncertain as to your legal obligations with regard to trading in Gold Fields shares.
• All members of the Board, and Directors of major subsidiaries within the Gold Fields Group must report all details of their dealings in Gold Fields shares or the securities of companies in which Gold Fields has a material interest in writing to the Company Secretary by no later than close of business on the day immediately following the transaction. This includes dealings by spouses, minor children or by trusts or entities in which they or any of them have a controlling interest.
• All members of Exco, employees in corporate development and employees that have access to price sensitive and confidential information must obtain clearance from their Manager regarding their dealings in Gold Fields shares or securities of companies in which Gold Fields has a material interest.
• Neither you, nor your spouse or immediate family members are permitted to purchase shares or securities in current suppliers (or in anticipation of becoming a supplier), competitors, advisors, customers nor business associates of Gold Fields on a preferential basis unless the prior approval of the Manager is obtained in writing.

• Gold Fields does not condone behaviour which is inconsistent with the Code of Ethics. If you become aware of any such behaviour you are required to report it to your Manager, the Gold Fields Group General Counsel, or the Audit Committee or to the toll free number given below. If you become aware of behaviour by any member of the Board or Exco which is inconsistent with the Code of Ethics, you are required to report it to the Audit Committee. Reports of this nature can be confidentially made by calling the toll free number given below.
• Gold Fields will not tolerate any form of retribution or victimisation against those who speak out against violations of this Code and you are urged to report any instances of victimisation to your Manager, the Gold Fields Group General Counsel, and the Audit Committee or on the toll free number given below.
• Gold Fields has adopted a ZERO TOLERANCE stance towards fraud and theft. It is incumbent on all of us to be intolerant of fraud and to report such behaviour. Defrauding any Gold Fields Group company will not be tolerated and those employees found to be in violation of this policy will be disciplined accordingly which may include dismissal and prosecution.
• Any unethical or undesirable behaviour, questionable accounting or auditing practices or violations of the Code can also be reported to the following toll free numbers:
  
  South Africa: 0800 00 1987.
  Ghana: 0800 10987
  Peru: 0800 54 760
  Australia: 1800 62 3245
  USA: 1 888 611 1848

To the extent that there is no particular telephone number for the jurisdiction that you are based in, email goldfields@tip-off.com.

All calls to these numbers are made to an independent third party with specialist knowledge and experience in dealing with calls of this nature and, all information will be treated as strictly confidential. The anonymity of all callers is guaranteed. By the same token, making untrue reports with the intention of harming another person will be regarded as a serious and potentially dismissible occurrence.

Gold Fields Limited strives to ensure that every individual within the group respects the rights and freedom enunciated below and to secure their effective recognition and observance throughout the group. Subject to considerations of health and safety and within the constraints posed by the nature of its business, Gold Fields Limited seeks to protect the right to:

• human dignity
• fair treatment (subject to considerations of affirming previously disadvantaged groups)
• freedom and security of person
• not be subjected to slavery, servitude and forced labour
• freedom of conscience, religion, thought, belief and opinion
• freedom of expression (subject to considerations of confidentiality and the prohibition of hate speech and incitement to cause harm)
• peacefully assemble
• freedom of movement
• fair labour practices
• not be employed if you are a child
• not be arbitrarily deprived of property or possessions
• freely participate in the cultural life of their choice
• lawful, reasonable and fair action
• not be subjected to arbitrary arrest or detention