Edgar Filing: GOLD FIELDS LTD

Page 1

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of September 2007
Commission File Number 1-31318

Gold Fields Limited

(Translation of registrant's name into English)

24 St. Andrews Rd.

Parktown, 2193

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..x... 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): ________

Indicate by check mark whether by furnishing the information contained in this Form,
the registrant is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ..... No ..x...

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________

GOLD FIELDS

SECURING THE FUTURE

ANNUALREPORT2007

GOLD FIELDS 2007

CONTENTS

Vision, Mission and Highlights

Gold Fields Profile

Financial Highlights

Market Information Key Indicators

Performance Measurement

Message from the Chairman

Board of Directors

Executive Committee

Chief Executive Officer’s Review

Operational Excellence

Growing Gold Fields

Mineral Resources and Reserves

Sustainable Development

Corporate Governance

144

Index to Annual Financial Statements

151

Shareholders’ Information

245

Global Reporting Initiative

251

Notice of Annual Genera Meeting

254

Administration and Corporate Information

261

Glossary of Terms

262

Form of Proxy – Attached

SCOPE OF THIS REPORT

Gold Fields is the world’s fourth largest producer of gold. It is listed on the JSE Securities Exchange, the
NYSE, as well as the Dubai International Financial Exchange (DIFX). The Sustainable Development (SD)
section of the report covers the activities of our subsidiaries as well as parts of our exploration work for
the year ending 30 June 2007. While mention is made of the activities at the newly acquired South Deep
operations and the Cerro Corona Project in Peru, neither has yet been included in the data series or
incident reporting statistics presented in this report except for South Deep Occupational Health and
Safety data.

GOLD FIELDS 2007

GOLD FIELDS

VISION

To be a leading, globally diversified, precious metals producer through the responsible,
sustainable and innovative development of quality assets.

GOLD FIELDS

MISSION

Gold Fields is intent on achieving outstanding returns for investors with motivated
employees committed to optimising existing operations and aggressively pursuing and
developing additional world-class deposits, promoting mutually beneficial relationships
and applying best practice technology.

GOLD FIELDS

HIGHLIGHTS

•

Attributable gold production of 4.0 million ounces

•

Total cash costs at R87,070 per kilogram (US$376 per ounce)

•

R22.2 billion acquisition of South Deep completed

•

South African new-order mining licences granted for Driefontein, Kloof and Beatrix

•

Significant progress on Cerro Corona project

•

Operating profit up 51 per cent to R7,746 million

•

Net earnings up 53 per cent to R2,363 million

GOLD FIELDS 2007

THE COMPLETE GOLD COMPANY

Gold Fields Limited is one of the world’s largest
unhedged producers of gold, providing investors
with maximum leverage to the gold price.

Gold Fields has attributable production of 4.0 million
ounces per annum, mineral reserves of 94 million
ounces and mineral resources of 252 million ounces.
The Group employs some 47,000 permanent
employees across its operations and is listed on the
JSE Limited South Africa (primary listing), the New
York Stock Exchange (NYSE) as well as the Dubai
International Financial Exchange (DIFX).

GOLD FIELDS

PROFILE

GOLD FIELDS 2007

FINANCIAL

HIGHLIGHTS

United States Dollars

South African Rand

Restated

June

June

June

2006

2007

2006

4,074

4,024

oz (000)

Gold produced

125,148

126,712

330

376

$/oz

Total cash costs

R/kg

87,070

67,988

49,366

52,166

000

Tons milled

000

52,166

49,366

524

638

$/oz

Revenue

R/kg

147,623

107,918

$/ton

Operating costs

R/ton

234

193

803

1,076

Operating profit

7,746

5,139

Operating margin

241

328

Net earnings

2,363

1,544

US c.p.s.

SA c.p.s.

423

313

233

304

Headline earnings

2,188

1,492

US c.p.s.

SA c.p.s.

392

303

217

319

Net earnings excluding gains and

2,298

1,386

US c.p.s

losses on foreign exchange,

SA c.p.s

412

281

financial instruments and

exceptional items

F2005

F2006

F2007

OPERATING PROFIT

F2005

F2006

F2007

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

4.5

ATTRIBUTABLE GOLD

PRODUCTION

F2005

F2006

F2007

REVENUE (Rbn)

(Rbn)

(Moz)

F2005

F2006

F2007

100

150

200

250

300

350

400

450

EARNINGS PER SHARE

(SA cents)

Net earnings excluding gains and losses on financial

instruments, foreign exchange and exceptional items

Attributable – All companies wholly-owned except for Ghana (71.1%) and Choco 10 (95%)

Change in accounting policy – Ore Reserve Development (ORD) costs are capitalised and amortised

GOLD FIELDS 2007

MARKET INFORMATION

KEY

INDICATORS

Average for the year

R/$7.20

GOLD R147,623 kg

GOLD US$638 oz

Dividend declared

185 SA cps

25 US cps

2002 2003

2004

2005

2006

2007

Share
price
US$

GEOGRAPHIC SHAREHOLDER SPLIT

North America
South Africa

UK and Europe
Asia Pacific and Middle East

50%

24%

Stock data

JSE Limited – (GFI)

Number of shares in issue

Range – Year

ZAR107.20 – ZAR173.80

– at end June 2007

652,158,066

Average Volume – Year

2,580,000 shares/day

Free Float

100%

NYSE – (GFI)

ADR Ratio

1:1

Range – Financial Year

US$15.81 – US$24.48

Bloomberg/Reuters

GFISJ/GFLJ.J

Average Volume – Year

2,304,500 shares/day

GOLD FIELDS 2007

PERFORMANCE

MEASUREMENT

2007 OBJECTIVES VERSUS ACTUAL

Objectives

Achieved

Comment

Total attributable gold production for the Group
declined by 1 per cent.

The South African operations declined 0.4 per
cent to 2.65 million ounces while international
operations declined 2.5 per cent to 1.38 million
ounces.

To marginally increase gold
production over F2006

South African production was lower year on
year due to a deliberate decision to reduce
mining volumes at Driefontein 4 shaft as a
result of safety concerns. International
production was negatively affected by
shortfalls at Choco 10 and lower production
at Damang.

Development rates at the South African
operations increased year on year by
14 per cent.

To increase the development
rates at the South African
operations

For F2008, R1.3 billion will be spent on
increasing development at all South African
shafts.

The drive towards Operational Excellence is
well entrenched with the Mining School of
Excellence being fully operational. The Tactics
and Strategy Drive is focused on implementing
appropriate technology to improve the flow of
reef, men, equipment and material.

To continue productivity
improvement programmes

The Group will continue to advance productivity
through various team mobilisation initiatives in
place at the mines and improve working
practices through applying operational
management principles combined with the
theory of constraints.

The Driefontein 9 sub-vertical shaft depth
extension project and the Kloof Extension Area
(KEA) decline project were approved during the
year.

To pursue mine-deepening
opportunities on the
South African mines

The decline for the KEA Project was placed on
hold during F2007 following the acquisition of
South Deep and based on results of additional
ongoing surface drilling work. The Driefontein
project is on track with pre-sinking underway
and first blast anticipated for late calendar
2007.

Cumulative project commitments reached
US$282 million with cash expenditure on
construction to date of US$216 million.

To advance significantly
the development of the
Cerro Corona Project

Completion of the project remains on track for
January 2008 with ore treatment commencing
in the same month.

Total cash costs for the Group increased by
14 per cent to US$376 per ounce as a result of a
reduction in production and above-inflation cost
increases for key inputs such as fuel and labour,
and the inclusion of South Deep’s cost.

To contain costs in line with
inflation

The focus for F2008 will remain on continued
improvement initiatives around total cost
leadership and productivity enhancement.

A Bankable Feasibility Study on Essakane is
due for completion in the first quarter of F2008.
Gold Fields entered into a strategic alliance
with Sino Gold in China and also entered into
joint ventures with GoldQuest in the Dominican
Republic and with Buenaventura in Peru. A new
equity investment and joint venture option was
concluded early in F2007 with Lero Gold Corp
relating to their Talas prospect in Kyrgyzstan.

To exploit further
international exploration
opportunities

Gold Fields is committed to achieving its target
set in 2004 of adding an additional 1.5 million
ounces of international production by end of
F2009.

For F2008, Gold Fields will spend between
US$60 million and US$65 million on
greenfields and brownfields exploration.

Acquiring and retaining skilled labour is currently
addressed through a multi tiered-strategy
focusing on: re-investing in the employee
benefits structure, re-engineering of skilled
employee work flow, the standardisation and
alignment of production bonuses, and large-
scale training partnership initiatives such as the
Gold Fields Business and Leadership Academy
(GFBLA).

To develop further strategies
for acquiring and retaining
skilled labour

To address the skills shortage in South Africa,
educational and development facilities within
the Group were centralised within GFBLA.
Gold Fields, via GFBLA, is negotiating with the
South African government-sponsored Joint
Initiative on Priority Skills Acquisition (JIPSA) to
help train several thousand artisans over the
next five years to improve skills supply and
promote employment at a national, and not just
at Group level.

GOLD FIELDS 2007

MESSAGE FROM

THE

CHAIRMAN

Possessing some of the largest gold reserves

and resources in the world gives Gold Fields

a unique edge over its peer group by obviating

the need, sometimes at significant premiums,

to replenish reserves under pressure.

GOLD FIELDS 2007

In my message last year, I stated that Gold Fields had

entered the third phase of its development as a global

player.

I am pleased to report that we have built on

that and view future growth with confidence. With the

acquisition of South Deep and the development of

Cerro Corona and Choco 10 in F2007, Gold Fields has

taken a significant step forward by firmly consolidating

its South African position while expanding its

international footprint.

In F2007, the Group delivered an encouraging set of

results in what was a challenging year for the gold sector,

both in South Africa and internationally. Although gold

production declined marginally, this was more than offset

by the higher gold price which increased year on year by

37 per cent to R147,623 per kilogram (US$638 per ounce).

This translated into an increase in operating profit to

R7,746 million (US$1,076 million) with net earnings up

53 per cent from R1,544 million (US$241 million) to

R2,363 million (US$328 million).

Group operating margins remained robust, increasing

from 35 to 39 per cent during F2007.

As envisaged, the gold price continued its upward trend

allowing the industry to recover from the adverse

international economic cycle of the previous years, when

low gold prices constrained investment and exploration to

some extent. The Group is making full use of this recovery

to accelerate the completion of projects, make further

mining improvements and drive up productivity and

development to protect profitability against future cyclical

downturns in the gold price.

Furthermore, through our acquisition of South Deep, we

have secured the long-term position of Gold Fields as a

major producer.

South Deep, with its proximity to our Kloof operation

on the West Wits, creates a 44 million ounce reserve

complex that optimally positions Gold Fields to realise its

value over the long term. The successful integration of

South Deep into our South African operations will

consolidate our South African base, more than balancing

production declines as our West Wits assets start aging

after 2012.

Possessing some of the largest gold reserves and

resources in the world also gives Gold Fields a unique

edge over its peer group by obviating the need, sometimes

at significant premiums, to replenish reserves under

pressure. There is a growing market realisation that global

gold reserves and resources have gradually declined due

to the steady depletion of historically significant mega-

mines. Consequently, the gold sector is experiencing a

corresponding scramble for new resources as production

from the traditional regions declines.

While not immune to the need to replenish resources,

Gold Fields, due to the quality of its assets, has been able

to negate much of the risk associated with the ‘growth-at-

any-cost’ approach. By focusing on meaningful growth

from a limited number of high-quality projects, the Group

has avoided the capacity dilution and growing overheads

that can accompany indiscriminate operational diversity.

Gold Fields has always retained its preference for ‘bolt-on’

acquisitions with assets that can be grown into long-life

high-quality mines over time, such as Tarkwa, which we

have grown from a production of 55,000 ounces per

annum in F1998 to its present 700,000 ounces per

annum. The Group has, therefore, explicitly avoided a

strategy of growing for growth’s sake. This differentiates

it from some of its peers.

A number of factors have led to the disenchantment of

some investors with the gold sector. The most significant

GOLD FIELDS 2007

include the excessive acquisition premiums being paid

by some producers with a dire need to replenish

resources, the lack of real growth amongst some senior

gold producers, and the shifting of exploration activities

into new, less understood and unexplored regions with

the attendant risks. However, the largest driver by far of

this negative sentiment towards the gold sector has

been the increase in costs for key inputs and technical

skills. On a unit cost basis, these increases have been

exacerbated by declining yields resulting in margin

performances that have been proportionately less than

gold price increases. In this context, the biggest

challenge facing gold mining companies is to improve

their management of yields and operating costs. It is

imperative to adopt more innovative and flexible

approaches to realising value.

Gold Fields continues to develop its relationship with

suppliers and service providers to manage inflationary

pressures on all operations more effectively. Similarly,

the scale of the Gold Fields Business and Leadership

Academy’s (GFBLA) human capital development

programme is designed to exceed Gold Fields’

immediate needs to cushion the Group from the

growing demands for skilled manpower at all levels.

Furthermore, GFBLA is negotiating with the South

African government-sponsored Joint Initiative on

Priority Skills Acquisition (JIPSA) to help train several

thousand artisans over the next five years. Gold Fields

is also standardising employment and service benefits

throughout the Group to support Gold Fields’ branding

as an employer of choice. The ability to attract,

develop and retain candidates from all segments of

South African society and from the international talent

pool, will remain a critical factor if we are to maintain

the Group’s operational continuity.

Despite the concerns of some market commentators

Gold Fields, as a leading global gold producer and a

member of the World Gold Council, welcomes the

introduction of gold Equity Trading Funds (ETFs) as a

positive development. Far from cannibalising the

investment market for gold equities and contributing to the

de-rating of the sector, they have in my view, opened up

gold equities to a range of new investors who previously

might not have considered direct gold equity exposure.

The continuing economic expansion of China and India,

potential investor bases already familiar with gold, should

also substantially support the role of gold as a traditional

safe haven investment.

The board is also giving attention to realising value from

the Group’s uranium resources, particularly the Beisa

Reef in the Free State. This Reef contains an in situ

inventory of 63 million pounds of U3O8 and 2.7 million

ounces of gold. A number of potential buyers have

already expressed interest. Further work needs to be

done before any concrete decisions are taken.

I am especially pleased that Gold Fields has received its

new-order mining rights for our South African operations

from the Minister of Minerals and Energy. The South

Deep application is still in progress and approval is

expected to be received late in F2008. This recognition

accords the Group the legal and social sanction to continue

its operations into the future and to play its part in the

transformation of South African gold mining.

Gold Fields views transformation in a broader context.

As our global footprint evolves, transformation is also

attuning the Group and its culture to the skills, diversity

and knowledge in the international environments in which

we operate. It involves adjusting our Group structures and

management styles to the characteristics of the regions in

which our mines are located, to the long-term benefit of

all stakeholders.

MESSAGE FROM THE CHAIRMAN CONTINUED

GOLD FIELDS 2007

During F2007, Gold Fields listed on the recently

established Dubai International Financial Exchange

(DIFX) becoming the first mining company in Africa to do

so. Despite the DIFX being a fledgling exchange with low

liquidity at present, we believe this will create many

opportunities over the longer term as the DIFX is the

gateway to the significant pool of liquidity in the Gulf,

Middle East and Central Asian region.

Gold Fields suffered a severe loss with the death of

Brendan Walker, the head of the South African

operations, in a car accident on 30 December 2006.

On behalf of the board, I extend our condolences to his

wife and family. He was a dedicated executive and fine

leader who is greatly missed.

We also extend our deepest sympathy and condolences to

the families and friends of our 29 colleagues who died in

mining-related accidents during F2007. Everyone in the

Group will intensify efforts towards our goal of eliminating

mine fatalities.

Jakes Gerwel resigned from the board during the year

having been a member since August 2002. During this

period, Jakes gave freely of his time, both on board

matters and on the various committees of which he was

a member and his wise counsel is sorely missed.

I am pleased to welcome Gill Marcus to the Gold Fields

board. She brings a wealth of expertise, apart from being

the first woman to join the board.

Tokyo Sexwale and Artem Grigorian have both indicated

that, due to pressure of other commitments, they are not

available for re-election to the Board at the upcoming

Annual General meeting in November. Tokyo has been a

member of the Board since January 2001 and we are

going to miss his very positive input and wise counsel at

future Board meetings. Artem has been a member for a

shorter period, having joined the Board in June 2005, but

his active input on company matters during this period will

be missed. We wish both of them every success in their

respective endeavours.

On behalf of the board, I express our appreciation to

management and employees for their loyalty, effort and

dedication during a challenging yet momentous year.

I also thank my colleagues on the board for their valued

time, counsel and support during the past year and look

forward with confidence to the year ahead.

Alan Wright

Chairman

GOLD FIELDS 2007

BOARD

OF DIRECTORS

GOLD FIELDS 2007

1 Alan J Wright (66)°

Chairman
CA(SA)

Mr Wright was appointed non-executive
chairman of the board on 17 November
2005. Prior to that, Mr Wright had been
deputy chairman of Gold Fields since
November 1997. Prior to September
1998, Mr Wright was the chief executive
officer of Gold Fields of South Africa
Limited. Mr Wright holds no other
directorships.

Executive Directors

2 Ian D Cockerill (53)*

Chief executive officer
BSc (Geology) Hons, London; MSc (Mining),
Royal School of Mines

Mr Cockerill has been a director of Gold
Fields since October 1999 and became
chief executive officer on 1 July 2002.
He was chief operating officer and
managing director of Gold Fields from
October 1999 to 30 June 2002. He has
over 32 years’ experience in the mining
industry. Prior to joining Gold Fields he was
the executive officer for Business
Development and African International
Operations for AngloGold Ashanti Limited.

3 Nicholas J Holland (48)*

Chief financial officer
BComm, BAcc, Witwatersrand; CA(SA)

Mr Holland has been a director of Gold
Fields since February 1998 and executive
director of finance since March 1998.
On 15 April 2002, his title changed to
chief financial officer. He has 27 years’
experience in financial management. Prior
to joining Gold Fields he was financial
director and senior manager of corporate
finance of Gencor Limited. He is also a
director of Rand Refinery Limited.

Non-executive Directors

4 Kofi Ansah (63)°

BSc (Mech Eng) UST Ghana; MSc (Metallurgy)
Georgia Institute of Technology, USA

Mr Ansah was appointed a director in
April 2004. He is a director of Metropolitan
Insurance Company Limited, Ecobank
(Ghana) Limited and Aluwoks Limited.

5 J Michael McMahon (60)°

BSc (Mech Eng), Glasgow

Mr McMahon has been a director of Gold
Fields since December 1999. He serves
as non-executive director of Impala
Platinum Holdings Limited and Murray &

Roberts Holdings Limited. Previously, he
was executive chairman and an executive
director of Gencor Limited and executive
chairman and chief executive officer of
Impala Platinum Holdings Limited.

6 John G Hopwood (59)°

BComm, CA(SA)

Mr Hopwood was appointed a director in
February 2006. Previous experience
includes being a director and head of the
Mergers and Acquisitions division at Ernst
& Young Corporate Finance, and he was
an executive director of Gold Fields of
South Africa Limited from January 1992 to
September 1998. Mr Hopwood is also a
member of the Board of Trustees of the
New Africa Mining Fund and chairman of
the Fund’s Investment Committee.

7 Patrick J Ryan (70)°

PhD (Geology), Witwatersrand

Dr Ryan has been a director of Gold
Fields since May 1998. He is chairman of
Frontera Copper Corporation. He was
previously the executive vice president,
for mining operations, development and
exploration at Phelps Dodge Corporation.

8 Tokyo MG Sexwale (54)°

Certificate in Business Studies, University of
Botswana, Lesotho and Swaziland

Mr Sexwale has been a director of
Gold Fields since January 2001. He is an
executive director of Mvelaphanda
Resources Limited and executive chairman
of Mvelaphanda Holdings (Pty) Limited.
Mr Sexwale is the chairman of OPHIR
Energy Company (Pty) Limited and
A1 Grand Prix SA (Pty) Limited and a
director of a number of other companies.

9 Donald MJ Ncube (60)°

BA Economics and Political Science, Fort Hare
University; Post Graduate Diploma in Labour
Relations, Strathclyde University, Scotland;
Graduate MSc Manpower Studies, University of
Manchester; Diploma in Financial Management

Mr Ncube was appointed a director of
Gold Fields in February 2006. Previously,
he was an alternate director of Anglo
American Industrial Corporation Limited
and Anglo American Corporation of
South Africa Limited, a director of
AngloGold Ashanti Limited as well as
non-executive chairman of South African
Airways. He is currently chairman of Rare
Holdings Limited, executive chairman of
Cincinnati Mining S.A. and chairman of
Bdimo Gas and a director of Manhattan
Operations Douglas.

10 Chris I von Christierson (59)°

BComm, Rhodes; MA, Cambridge

Mr von Christierson has been a director
of Gold Fields since February 1999. As a
result of the takeover by Lundin Mining
he stepped down as the chairman of
Rio Narcea Gold Mines Limited on
18 July 2007. He is currently a director of
Southern Prospecting (UK) Limited.

11 Rupert L Pennant-Rea (59)°

BA, Trinity College Dublin; MA, University of

Manchester

Mr Pennant-Rea has been a director of
Gold Fields since July 2002. He is
chairman of Henderson Group plc and is
a director of First Quantum Minerals,
Go-Ahead Group, Times Newspapers
Limited and a number of other
companies. Previously he was editor of
The Economist and deputy governor of
the Bank of England.

12 Artem Grigorian (50)°

PhD in Political Science and History, USSR

Academy of Science

Dr Grigorian was appointed a director in
June 2005. He is the vice president and
shareholder of Russian Spectra Group of
Companies and chief executive officer of
the Russian company RMC.

13 Gill Marcus (58)°

BComm

Ms Marcus was appointed a director of
Gold Fields on 14 February 2007. She
served as a member of the ANC National
Executive Committee from 1991 to 1999
and Member of Parliament from 1994 to
1999. Ms Marcus served as Deputy
Minister of Finance from 1996 to 1999.
She served as Deputy Governor of the
South African Reserve Bank from 1999 to
2004. Since 2004, she has been
Professor of Policy, Leadership and
Gender Studies at the Gordon Institute of
Business Science. From November 2005
to March 2007, Ms Marcus was executive
chairperson of gold mining company
Western Areas. In 2007 she was
appointed as chairperson of ABSA.
Ms Marcus also serves in a non-executive
capacity on the boards’ International
Marketing Council, the Independent
Board for the Regulation of Auditors and
the Advisory Board of the Auditor-
General.

*Non-independent director

°Independent director

GOLD FIELDS 2007

EXECUTIVE

COMMITTEE

GOLD FIELDS 2007

1 Ian D Cockerill (53)

Chief executive officer
BSc (Geology) Hons, London; MSc (Mining),
Royal School of Mines

Mr Cockerill has been a director of Gold
Fields since October 1999 and became
chief executive officer on 1 July 2002.
He was chief operating officer and
managing director of Gold Fields from
October 1999 to 30 June 2002. He has
over 32 years’ experience in the mining
industry. Prior to joining Gold Fields, he
was the executive officer for Business
Development and African International
Operations for AngloGold Ashanti Limited.

2 Nick J Holland (48)

Chief financial officer
BComm, BAcc, Witwatersrand; CA(SA)

Mr Holland has been a director of Gold
Fields since February 1998 and executive
director of finance since March 1998.
On 15 April 2002, his title changed to
chief financial officer. He has 27 years’
experience in financial management.
Prior to joining Gold Fields, he was
financial director and senior manager of
corporate finance of Gencor Limited.
He is also a director of Rand Refinery
Limited, and Teba Bank.

3 Glenn R Baldwin (35)

Executive vice president: Head of international
operations
BEng (Hons) Mining

Mr Baldwin was appointed executive vice
president: head of international
operations in April 2007. Prior to his
appointment at Gold Fields, Mr Baldwin
was the chief operating officer at Ivanhoe
Nickel & Platinum Ltd. After finishing his
degree, Mr Baldwin spent seven years in
Australia developing his mining skills.
Coming to South Africa, he further
developed his technical and operational
skills as the vice president operations for
Southern Platinum Limited and in various
roles within the Anglo American Group.

4 Nerina Bodasing (32)

Senior vice president: Head of investor
relations and corporate affairs
BSc (Natal); Hons (UDW); Post graduate
diploma Business Management, Natal

Ms Bodasing was appointed as senior
vice president: head of investor relations
and corporate affairs in July 2007. Prior
to this appointment, Ms Bodasing held
the position of investor relations vice
president running the UK, European and
South African shareholder base.
Ms Bodasing joined Gold Fields in May
2003 as manager, investor relations.
Her previous experience includes
working at global investment bank UBS
in the capacity of equity sales and
strategy research.

5 Italia Boninelli (51)

Senior vice president: Head of human
resources
MA, Witwatersrand; PDLR, Unisa SBL

Mrs Boninelli was appointed to the
position of senior vice president, human
resources of Gold Fields on 8 January

2007. She is also the chairperson of the
Gold Fields Leadership and Business
Academy. Prior to that, she was group
human resources director of Netcare, the
largest private healthcare organisation in
South Africa. She previously held senior
human resources, marketing and
communications positions in Standard
Bank and Sappi.

6 Jimmy WD Dowsley (49)

Senior vice president: Corporate development
BSc (Mining Engineering), Witwatersrand

Mr Dowsley has been general manager of
corporate development at Gold Fields
since March 1998. On 15 April 2002,
Mr Dowsley's title changed to senior vice
president, corporate development. Prior
to his appointment as general manager of
corporate development, Mr Dowsley
served as general manager of new
business, and also as manager of the
Mineral Economics Division of Gold
Fields of South Africa Limited.

7 Cain Farrel (58)

Corporate secretary
FCIS, MBA, Southern Cross University –
Australia

Mr Farrel was appointed company
secretary on 1 May 2003. Mr Farrel is
past-president and a director of the
Southern African Institute of Chartered
Secretaries and Administrators.
Previously, Mr Farrel served as senior
divisional secretary of Anglo American
Corporation of South Africa.

8 Michael D Fleischer (46)

General Counsel
Bachelor Procurationis, University of the
Witwatersrand
Admitted as attorney of the High Court of
South Africa in 1991
Advanced Taxation Certificate, University of
South Africa

Mr Fleischer was appointed General
Counsel in the Executive division with
effect from 1 November 2006. Prior to his
appointment, Mr Fleischer was a partner
in the corporate services department at
Webber Wentzel Bowens, a major law
firm in South Africa, and has extensive
experience in advising on M&A
transactions in South Africa and
worldwide (where transactions involve a
South African element). Mr Fleischer has
a wide range of experience in mergers
and acquisitions, commercial
transactions and black empowerment
transactions. He was ranked as one of
South Africa's leading commercial
lawyers by Chambers Global (the world's
leading lawyers for business).

9 Terence P Goodlace (48)

Executive vice president: Head of South African
operations
National Higher Diploma Metalliferous Mining;
BCom, Unisa; MBA, Wales

Mr Goodlace was appointed executive
vice president and head of South African
operations in January 2007. Prior to this
appointment, he held the position of
executive vice president and head of

international operations. He also served
as senior vice president – strategic
planning, senior manager for corporate
finance for Gold Fields and manager at
various Gencor Limited mines. He has
more than 25 years’ experience in the
mining industry.

10 J Willie Jacobsz (46)

Senior vice president: North American investor
relations and sustainable development
BA, Rand Afrikaans University

Mr Jacobsz was appointed as senior vice
president: North American Investor
relations and sustainable development in
July 2007. Prior to this appointment
Mr Jacobsz held the position of senior
vice president, investor relations and
corporate affairs. He also held the
positions of manager and senior
manager of investor relations and
corporate affairs of Gold Fields. Prior to
that Mr Jacobsz was programme
manager of the Vulindlela Transformation
Programme for Gold Fields of South
Africa Limited and administrator of The
Gold Fields Foundation.

11 James J Komadina (50)

Senior Vice President: Development Projects
BSc (Metallurgical Engineering), University of
Arizona; MBA (Finance), University of Phoenix;
AMP Wharton

Mr Komadina joined Gold Fields in
February 2005 and is responsible for all
project development activities outside of
South Africa. He has over 29 years’
experience in the mining and chemical
industries. Prior to joining Gold Fields he
was executive officer, North America for
AngloGold Limited.

12 John A Munro (39)

Executive vice president: Head of corporate
development
BSc (Chemical Engineering), University of
Cape Town

Mr Munro was appointed as head of
corporate development on 17 November
2005. Prior to this appointment,
Mr Munro held the position as head of
international operations. He also
served as senior vice president and
head of international operations,
senior manager and general manager
of corporate development for Gold
Fields and assistant manager of the
Property Division of Gold Fields of
South Africa Limited.

13 Themba J Nkosi (56)

Senior vice president: Government relations
and transformation
DComm (Leadership in Performance and
Change); MComm (Business Management),
Rand Afrikaans University; Masters in Industrial
and Organisational Psychology, University of
Cape Town.

Dr Nkosi was appointed as senior vice
president, Government relations and
transformation on 1 July 2004. He also
chairs the Gold Fields Transformation
Steering Committee. Prior to that,
Dr Nkosi was employed by Eskom for
12 years as an executive manager and at
Standard Bank as director: transformation
for four years.

GOLD FIELDS 2007

CHIEF EXECUTIVE OFFICER’S

REVIEW

“During the year under review, Gold Fields

concluded one of the most important

transactions in its history with the acquisition

of the South Deep Mine in South Africa.

It was an extraordinary opportunity that fits in

with the Gold Fields philosophy of selecting

high-quality, long-life gold mines.

South Deep is regarded as one of the most

significant developing mines in the world containing

some of the largest gold reserves. The most

significant consequence of this transaction is that it

secures the life of Gold Fields for at least the next

forty years, strengthening the Group’s solid South

African foundation and providing the necessary

platform for continued international growth.”

Ian Cockerill

GOLD FIELDS 2007

SUMMARY

F2007 was a year of significant achievement for Gold

Fields. We concluded one of the most decisive

transactions in the Group’s history with the acquisition

of the South Deep Mine. This consolidated the South

African operations and, together with the deepening

project at Driefontein, extends our ability to produce

gold for at least the next forty years. It also provides the

Group with a solid platform from which to expand

internationally. We increased our reserves and

resources by over 40 per cent to 94 million ounces

and 252 million ounces respectively providing

Gold Fields with one of the longest reserve lives in the

gold mining industry.

The year also marked a number of key milestones at the

operations. In South Africa, we were granted new-order

mining licences for Driefontein, Kloof and Beatrix mines

and South Deep’s licence application is in process. Good

progress was made at Cerro Corona in Peru which is on

track to delivering first production in the second half of

F2008. At current gold and copper prices, Cerro Corona

will be highly cash generative for the Group and should

repay the initial US$340 million capital investment within

three years.

Despite marginally reduced gold production and the

challenges of rising costs, all measures of profitability

increased year on year. Margins increased to 39 per cent,

operating profits rose 51 per cent to R7,746 million and,

earnings remain robust at R2,363 million.

This strong financial performance demonstrates the

leverage that an unhedged gold company can achieve in

a rising gold price environment.

HEALTH AND SAFETY

With deep sadness, we report the deaths of 29 South

African employees during F2007. The major causes of

death were tramming and fall of ground. The board and

management of Gold Fields extend their condolences to

the families and friends of the deceased and we commit

ourselves to continuing our best efforts to combat the

cause of fatal events until they are eliminated. However,

despite these losses, the fatal injury frequency rate has

shown a further decline during F2007 and other safety

statistics at our mines also reflect positive trends.

Although the South African mining industry has gradually

improved its safety record over the last ten years, the

fundamental challenges associated with deep-level

mining remain with us, particularly those related to

unpredictable seismic events. Sharpening our focus on

mine safety has become a permanent feature of our

mining ethic, and an industry task force is addressing

aspects such as technology and best practice transfer to

reduce mining risks. Further safety interventions have

been implemented at each operation based on

behavioural safety and team-building research.

The international operations had no fatalities, reflecting

the easier mining environment of open cast mining and

the proportionally fewer employees at those mines.

Agnew Gold Mine completed a year without any lost time

injury thereby winning the Australian Mining Prospect

Health and Safety Award in the category Excellence in

Mine Occupational Health and Safety.

The Full Compliance Health and Management System

has been implemented at all our operations.

OHSAS 18001 (Occupational Health and Safety

Assessment Services) audits were conducted at Beatrix,

Driefontein and Kloof which were found compliant for

certification. Full compliance audits were conducted at

DESPITE MARGINALLY REDUCED GOLD PRODUCTION AND

THE CHALLENGES OF RISING COSTS, ALL MEASURES OF

PROFITABILITY INCREASED YEAR ON YEAR. MARGINS

INCREASED TO 39 PER CENT, OPERATING PROFITS ROSE

51 PER CENT TO R7,746 MILLION AND, EARNINGS REMAIN

ROBUST AT R2,363 MILLION.

GOLD FIELDS 2007

South Deep where gaps in operational requirements and

reporting standards were addressed and are being

implemented. In Ghana, Damang achieved OHSAS

18001 certification and Tarkwa maintained its

certification. The Australian operations retained their

AS/NZ4801 certifications. Our Venezuelan and Peruvian

mines, Choco 10 and Cerro Corona, plan to achieve their

OHSAS 18001 certification once Full Compliance Audits

have been conducted in F2008. Gold Fields also became

a signatory to the International Cyanide Management

Code and all operations continue to progress towards

achieving substantial compliance by early F2009.

Gold Fields has committed itself to the Mine Health and

Safety Council (MHSC) targets set by the industry in

conjunction with the Department of Minerals and Energy.

The targets are aimed at reducing, over time, the impacts

of noise and dust exposure as well as the resultant claims

(see page 104). To date, no cases of extremely drug

resistant tuberculosis have been reported at any Gold

Fields mine. Occupational hygiene programmes have

commenced at all our Australian and Ghanaian

operations, and the extensive review of ventilation and

refrigeration requirements at the South African operations

has been completed.

RESULTS

Total attributable gold production by the Group for F2007

declined marginally by 1 per cent to 4.02 million ounces

(125,148 kilograms), compared with the F2006 figures of

4.07 million ounces (126,712 kilograms).

The South African mines produced 2.65 million ounces,

0.4 per cent less than last year. This was attributable

largely to a deliberate decision to reduce mining volumes

at Driefontein 4 shaft. The decision was prompted by

safety considerations arising from increased seismic

activity during preparation work for the redesign of the

shaft pillar extraction. South Deep contributed 163,200

ounces for the last seven months of F2007. This was

accomplished against a background of logistical

arrangements associated with the Twin shaft

recommissioning, high labour turnover among trackless

mining operators and significant development to ramp up

production to 400,000 ounces per annum.

Gold production declined at the international operations

mainly due to a reduction in production at Damang and

slower than planned ramp up of Choco 10. Damang

experienced a year of temporary decline following the

depletion of various high-grade pits, while at Choco 10

water shortages prevented the mine from operating at

full capacity. Notwithstanding the good mining volumes

achieved, all international operations were affected by

marginally lower grades.

Fortunately, the Group’s lower production figures were

more than offset by the higher gold price and the

favourable rand/US dollar exchange rate. The average

gold price for F2007 was US$638 per ounce (F2006:

US$524 per ounce) at a rand/US$ exchange rate of 7.20

(F2006: 6.40). This translates into an average rand gold

price of R147,623 per kilogram for the year (F2006:

R107,918 per kilogram). Accordingly, revenue for the year

under review increased by 35 per cent in rand terms to

R19,693 million (US$2,735 million) compared with

R14,605 million (US$2,282 million) in the previous year.

Group operating costs increased to R12,193 million

(US$1,694 million). In line with the rest of the sector,

Gold Fields had to manage above-inflationary cost

pressures for most of its key commodities. Notwithstanding

these cost pressures, the Group operating margin

increased from 35 per cent to 39 per cent. At the South

African operations, operating costs increased to R7,478

million (US$1,039 million), which were driven by the

inclusion of South Deep (which is still in development

CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED

GOLD FIELDS 2007

phase) for seven months, and also by price increases for

key inputs such as steel and skilled labour. Operating

costs at the international operations, which rose to

US$655 million (F2006: US$534 million), were affected

by above-inflationary increases of major items such as

tyres, reagents and power, as well as water shortages in

Venezuela and the need for on-site power generation

capacity in Ghana arising from insufficient rainfall.

As a result, total cash costs increased to R86,908 per

kilogram (US$375 per ounce) in South Africa and

R87,332 per kilogram (US$377 per ounce) internationally,

reflecting the above-mentioned factors and the lower

production volumes.

Operating profit increased by a healthy 51 per cent to

R7,746 million (F2006: R5,139 million).

Net earnings for the year translated into R2,363 million

(US$328 million) compared with R1,544 million

(US$241 million) during F2006.

CAPITAL EXPENDITURE

Gold Fields has entered a highly capital-intensive phase

to position the Group for long-term future growth. During

F2007, approximately R6 billion was expended and an

amount of R7.3 billion is forecast for F2008. This

includes R817 million of capital expenditure (capex) at

South Deep.

At the South African operations, capex for F2007 was

focused on the ramp up at South Deep, the Driefontein

shaft-deepening project and increased development

across all shafts. Internationally, capex was spent

largely on the Tarkwa carbon-in-leach (CIL) process

plant, the expansion of the North heap leach facility, the

Damang Pit Cutback (DPCB), and construction of Cerro

Corona. These projects are expected to be completed

during F2008.

THE GOLD FIELDS STRATEGY

Gold Fields has followed a simple but effective strategy

which rests on the three pillars of:

•

Operational excellence;

•

Growing Gold Fields; and

•

Securing the future

They are mutually supporting and range from the manner

in which we manage our existing mines, through to the

development of new mines and on to exploration for new

assets that will carry Gold Fields into the future.

In following this strategy, especially as the Group

expands internationally, we are committed to the

concept of a simple head office structure where

decentralisation to regional executive committees

and mine management teams take local

accountability and appropriately skilled teams closer

to each job. The corporate functions, therefore,

remain focused on delivering exper tise and thought-

leadership that builds a common culture for our

globalising workforce. They also provide the

exper tise to ensure well communicated policies,

effective internal processes and controls, and the

maintenance of standards through a suppor ting

rather than management role.

OPERATIONAL EXCELLENCE

Operational excellence may be termed Gold Fields’

strategy for optimising performance from existing

operations. Its objective is to enhance shareholders’

return on their current investment by sustaining healthy

margins through improving revenue and effective cost

control. This is accomplished by enhancing the quality of

our mining, productivity and sound cost control.

GOLD FIELDS 2007

A key aspect for the South African mines is the optimal

development of each shaft to sustain and improve its

ore reserve, to achieve greater flexibility, and to ensure

more consistent gold production. Consequently, in

F2008, we will implement a R1.3 billion development

strategy at all South African shafts to improve our

mining ore reserves. This will entail opening multiple

access to the orebodies in shafts and facilitate

consistent and continuous mining volume and output.

During the year, Kloof and Beatrix raised their

development levels by 15 and 22 per cent respectively.

Procurement initiative

During a commodities’ boom and spiralling cost inflation,

such as the industry is presently experiencing worldwide,

operational excellence requires efficient cost control and

innovative commodity sourcing. At a procurement level,

we continue to invest in our relationships with suppliers

and service providers to manage the inflationary

pressures and product bottlenecks created by the

commodities’ boom, to our mutual long-term benefits.

For example, at Tarkwa we entered into a joint venture

with a tyre service provider to establish a tyre retreading

facility on site to serve Gold Fields Ghana’s needs as well

as those of the wider mining sector.

GROWING GOLD FIELDS

The second leg of our strategy is concerned with growing

the Gold Fields portfolio of mines. Gold Fields has

followed three basic routes to growth: First, the

development and growth of our existing producing mines

to their full potential. Secondly, other existing operating

assets may be acquired and developed provided they

meet the criteria of the Gold Fields-type deposits i.e.

large, high-quality and long-life. Thirdly, new prospects

can be explored and, if found worthwhile, developed into

new mines. Our strategy for ensuring Gold Fields’ future

entails considerable investment in all these options.

Mining a depleting resource, such as gold, requires that

the growth momentum constantly be maintained.

During F2007, the Group increased its mineral

resources by 40 per cent to 252 million ounces and ore

reserves by 44 per cent to 94 million ounces.

This is attributed mainly to the acquisition of South

Deep and increases at Choco 10 and Cerro Corona.

Gold Fields now has some of the largest resources and

reserves in the world with its reserves being

concentrated in only ten operating mines. This

constitutes the essence of the Gold Fields Franchise: to

identify and develop a limited number of large high-

quality, long-life assets.

To drive this niche growth strategy, we maintain a simple

corporate structure and have deliberately avoided the

proliferation of ‘rats and mice’-type assets whose diverse

management needs could negate the benefits of

corporate economies of scale. By remaining selective in

our choice of projects and avoiding the temptation of

growing at all costs, we have managed to grow a

balanced global portfolio.

Consolidating South Africa: The South Deep

Acquisition

Gold Fields acquired control of South Deep on

1 December 2006 for a purchase price of US$2.5 billion

(R22.2 billion). The balance sheet was recapitalised

through a highly successful US$1.4 billion capital placing

(R10.3 billion) which included an over-allotment option of

15 per cent with R8.8 billion used to retire debt.

This acquisition represents a paradigm shift for the

Group and an extraordinary opportunity to consolidate

Gold Fields’ position in South Africa. The mine’s

contribution of 30.6 million ounces reserves from a

resource base of 66.8 million ounces, fits in well with

CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED

GOLD FIELDS 2007

Gold Fields’ growth strategy. South Deep is an extremely

significant developing gold asset. Very few mines of this

size or quality become available on the international

market and it secures our position as one of the leading

gold producers, not just in South Africa but globally, for the

next 40 years or more. It provides outstanding long-term

base-line production to enable us to further our

international growth strategy.

Due to the proximity of South Deep to our Kloof Mine,

Gold Fields is uniquely positioned to realise the

potential operational and commercial synergies in the

development of the mine. A unique characteristic of

South Deep is its mechanised mining approach with

significant potential for lower costs and higher

productivity over the long term. As the development of

its mining infrastructure below 95 level allows South

Deep to raise and sustain its gold production at higher

levels, it will redress the post-2012 decline in

production from Kloof and Driefontein by adding

incrementally to the overall production of the South

African operations, and eventually replacing both

mines at the end of their lives.

At the time of acquisition, South Deep was constrained by

a hedge book which severely affected the mine’s cash

flow and thus its capacity to develop. In line with our no-

hedge policy, the hedge was retired at a gross cost of

US$549 million. A long delta gold position was put in

place to limit further losses, which returned a profit of

US$21 million, resulting in net costs of US$528 million.

A syndicated revolving credit facility, concluded in the

fourth quarter of F2007, was used to refinance the more

expensive bridging finance raised for the acquisition of

South Deep. The mine, which is still in development

stage, can now be brought to account in a more

transparent manner over the long term. It also ensures

that Gold Fields has an uncomplicated balance sheet

and remains fully transparent to investors.

International growth

In 2004, Gold Fields set an objective of adding an

additional 1.5 million ounces of international production

by 2009. The acquisition of Choco 10 and Cerro Corona

has brought us closer to realising this target and we

currently require 600,000 ounces to meet the objective.

Choco 10 was beset by the challenges of water

scarcity and labour disputes during F2007. These are

in the process of being addressed and we are

confident that the upgrading of plant, infrastructure

and improved staff working conditions will yield

benefits in this highly productive region. In the area

surrounding the Choco 10 mine, an extensive drilling

programme was put in place on the recently acquired

Choco 6 concession. Fieldwork continued to refine the

understanding of the resource and the regional

mineralisation. Resources increased by 47 per cent to

5.1 million ounces and reserves by 48 per cent to

1.8 million ounces during the year.

US$10 million was invested in drilling programmes to

define further targets to achieve a 300,000 ounce

production level, at cash costs below US$300 per ounce,

by F2009. This investment in infrastructure and people

will enable us to realise the site’s full potential, although

probably at a rate lower than originally envisaged.

Despite the delays imposed on the construction

timelines of Cerro Corona by the road blockade in early

F2007, the project remains on track for commissioning

in early F2008. Designed to deliver its 400,000 ounce

per annum gold equivalent production in the first two

GOLD FIELDS 2007

years at total cash costs of approximately US$300 per

ounce, Cerro Corona will repay its initial capital

investment of US$340 million within three years.

This gold copper porphyry project fits well into our high-

quality, long-life mine requirement. In addition, we

expect it to create a solid, long-term platform for future

expansion in the region through further exploration

activity with our exploration joint venture partner

Buenaventura.

The A$25 million Leviathan feasibility study at our

Australian St Ives mine has unlocked an additional

700,000 ounces reserve, further increasing the life-of-

mine. At Tarkwa, in Ghana, the ongoing infrastructure

investment of US$175 million to expand the existing

carbon-in-leach (CIL) process plant from 4.2 to

12.0 million tons per annum, and the expansion of the

North heap leach facility, will enable continuous stacking

until 2011. Overall, this expansion will allow the mine to

maintain production at 700,000 ounces until 2021, to

improve overall recovery and decrease processing unit

operating costs.

Exploration

Complementing the programme of acquisitions, Gold

Fields continued to invest in Greenfields exploration at a

cost of approximately US$41 million. Gold Fields regards

the key regions for exploration to be South America,

Central and West Africa, Australasia and the Sino-

Russian gold belt. We entered into a strategic alliance

with Sino Gold Limited for the future exploration of

Chinese deposits in excess of 5 million resource ounces.

We believe China to be a highly prospective region for

quality deposits. Gold Fields will contribute technical and

operational expertise to the venture, which will also

benefit from Sino Gold’s proven track record as an

operator in this area. When entering and positioning

ourselves in complex and less understood regions, such

as China, we will continue to seek alliances with preferred

operators whose local track record shows their ability to

understand and succeed in these environments.

Essakane

During F2007, work on the Essakane project, in Burkina

Faso, was delayed due to the inability of local laboratories

to provide assaying services of the quality required for the

extensive re-assay programme. These issues were

resolved and the data derived from the re-assays was

used to update the resource model for the Bankable

Feasibility Study. Based on this, Gold Fields will increase

its earn-in stake from 50 to 60 per cent. During the year it

also finalised and executed the commercial and operating

agreements with its project partner, Orezone Resources

Inc. Total resources for the project increased year on year

by 0.9 million ounces to a total of 3.3 million in situ ounces

at a 1 gram per ton cut-off grade. The Bankable Feasibility

Study is nearing completion and is due to be finalised

during the first quarter of F2008. Following the completion

of the study, a decision will be taken on whether to

proceed with the project or to realise the value through its

sale to an operator more suited to exploiting this scale of

resource. In making this choice, we remain mindful of the

region’s long-term gold producing potential.

Arctic Platinum Project

The Arctic Platinum Project (APP) in northern Finland

completed definition drilling during F2007. In March 2006,

Gold Fields entered into an agreement with North

American Palladium (NAP) to grant NAP the option to

acquire an undivided interest of up to 60 per cent in the

Arctic Platinum Project. Gold Fields’ exploration staff

reviewed the results and evaluated a range of processing

options for the project. A consulting firm contracted by

CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED

GOLD FIELDS 2007

North American Palladium Finland (NAPF) issued a

preliminary scoping study which Gold Fields reviewed

prior to finalisation. NAPF’s final scoping study, which will

consider various mine design and metallurgical process

options, is expected during the first quarter F2008.

SECURING GOLD FIELDS’ FUTURE

The third pillar of Gold Fields’ strategic focus is

concerned with securing the Group’s social and legal

licence to operate in a rapidly changing international

environment. The most fundamental requirement rests on

maintaining Gold Fields’ legal and social licence to

operate through ongoing transparent engagement with all

stakeholders, including regulators.

Licence to operate

The South African Department of Minerals and Energy

approved the conversion of Gold Fields’ old-order

mining licences into new-order licences. A licence

submission relating to the recent South Deep

acquisition is in progress. The Minister of Minerals and

Energy commented: “… the government welcomes

Gold Fields’ bold step, which shows commitment to the

government’s transformation agenda. Their compliance

with the requirements of the Social and Labour Plan will

benefit all and lead to new investments, a critical factor

in job creation”.

The Social and Labour Plan sets objectives in the areas

of human resources development, employment equity,

migrant and foreign labour, mine communities and

development, housing and living conditions on mines,

procurement of commodities, ownership and joint

ventures and the beneficiation of products. Gold Fields

reports annually on progress achieved, as reflected on

pages 98 to 102 of this report.

Sustainable development

In maintaining our social licence to operate, our

sustainable development strategy is as important as our

mining disciplines. Sustainable development is primarily

concerned with ensuring long-term balance between

Gold Fields’ commercial interests and those of the

communities and environments where it operates.

Simply stated, it entails living up to the rules of good

corporate citizenship.

The Group has embodied the experience gained over

the years into the Gold Fields Charter, which guides

Gold Fields’ approach to sustainable development.

A fundamental requirement is ensuring and maintaining

stakeholder engagement and communicating to

governments and communities that there are short- and

long-term benefits for them flowing from our operations.

During the year under review, we became signatories to a

number of initiatives which we believe will make a major

contribution to building a more sustainable future. These

include the Global Compact and the International Council

for Metals and Mining (ICMM).

Environmental management

All our ISO 14001:2004 environmental management

systems were re-certified during the year and South Deep

and Choco 10 remain on track for their certification audits

in F2008. Good results have been recorded in the

conservation of energy and water management.

Environmental incidents show a positive downward trend.

In May 2007, Gold Fields joined ICMM, which will

continue to contribute to forming our future policy

development. Gold Fields is committed to the ICMM’s

position on climate change, which recognises the

GOLD FIELDS 2007

significance of climate change and the requirement for

sustained reductions in greenhouse gas emission.

The Group continues to engage with Eskom in South

Africa to manage the efficient use of energy, and the

risks from unplanned power outages from a safety and

economic perspective. Gold Fields is responding to

Eskom’s power supply constraints during peak periods

by partnering with the national utility to implement

24 load-shifting projects with the potential of shifting

120 MW of electricity demand out of the peak period

during F2008. These efforts have already yielded

considerable savings and we expect them to continue

as the conversion of diesel locomotives to battery

power, and the implementation of the Three Chamber

Pipe Feed Systems pumping efficiency project proceed.

Gold Fields is also investigating the viability of a carbon

credit project for capturing and potentially using

methane at its Free State operations, as well as a

variety of passive solar heating technologies for

residential and industrial use.

Human resources

Global demand for technical and specialist mining-related

skills continued unabated during the year. In South Africa,

this led to a high turnover of trackless mining skills at

South Deep. Contractor capacity constraints also

impacted on projects both in South Africa and at some

international operations. Although Gold Fields boasts a

strong pool of professionals, the need for innovative

approaches to attract and, above all, retain experienced

staff is being addressed with a multi-tier strategy whose

main focus areas are:

•

Exploring a wider range of mentoring support and

development opportunities to support skilled employee

career development;

•

Re-investing in employee benefits infrastructure,

such as housing and sports facilities, on mines to

support the branding of Gold Fields as an employer

of choice;

•

Re-engineering of skilled employee work flow to

refocus skills of individuals on primary functions as

opposed to ancillary roles;

•

The standardisation and alignment of production

bonuses, retention bonuses and artisan market

allowances across the South African operations; and

•

Large-scale training partnership initiatives at Gold

Fields Business and Leadership Academy (GFBLA) to

reduce specific skills shortages at a national level in

South Africa.

To address the skills shortage in South Africa,

educational and development facilities within the Group

were centralised in the GFBLA. Gold Fields, via GFBLA,

is negotiating with the South African government-

sponsored Joint Initiative on Priority Skills Acquisition

(JIPSA) to help train several thousand artisans over the

next five years to improve skills supply and promote

employment at a national, not just Group level. GFBLA’s

training and capacity-building programme recognises

that because of the continuing commodities’ boom, the

scale of its human capital development must keep

ahead of Gold Fields’ needs, in order to protect the

Group against the persistent erosion of skilled labour at

all levels. To extend its capabilities, GFBLA is also

partnering with a range of other established training

institutions whose capacity can complement its own.

The Group is also expanding its recruitment efforts by

making greater use of former bursars as ambassadors

for Gold Fields, and by advertising in a broader range

of media.

CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED

GOLD FIELDS 2007

Transformation

Transformation forms part of Gold Fields’ strategy to

secure the future. A senior vice president for

transformation and government relations drives

progress towards the achievement of all elements of the

Social and Labour Plans signed off within the ambit of

the South African Mining Charter. In addition,

transformation key performance indicators (KPI) are

included in every executive’s objectives to ensure the

practices and culture required for equity and empowered

inclusivity across the Group continue to be strengthened.

As our global footprint evolves, our transformation

strategy will open the Group and its culture to take better

advantage of skills, diversity and knowledge in this

globalised world, enabling us to respond more

dynamically to regional cultural and technical challenges

to the long-term benefit of our stakeholders

and shareholders.

Risk management

During F2007, Gold Fields’ risk management

structures, systems and capacity were expanded

to reflect the increasing global nature of the

Group’s operations. To assess progress made in the

implementation of risk-mitigating strategies, an internal

review of those strategies was conducted. The results

indicated that our international operations have

adopted the need to mitigate risk to a greater extent

than their South African counterparts, due in part to the

more dynamic challenges of their environments.

During F2007, the risk assessment indicated no

material new risks.

DIVIDEND

Gold Fields declared an interim dividend of 90 cents

per share (12 US cents per share) on 25 January 2007

and a final dividend of 95 cents per share (13 US cents

per share) on 25 August 2007, making a full-year dividend

of 185 cents per share (25 US cents per share).

OUTLOOK FOR F2008

After the intense activity of F2007, next year will be

mainly a period of consolidation for the Group. Bringing

Cerro Corona to production and the further build up at

South Deep will contribute largely to improving Gold

Fields’ attributable gold production to 4.25 million

ounces. Consistent production at Choco 10 is dependent

on establishing a reliable water supply which we expect

to be resolved in F2008.

Input inflation and additional human resource costs will

continue to exert pressure on costs as the commodity

cycle shows little sign of abating. Given these pressures,

the Group’s total cash cost increases should be between

10 and 15 per cent, depending on the outcome of the

current South African wage negotiations. We believe that

the longer term fundamentals underlying the gold price

remain positive. The ETFs will continue to stimulate

investment demand as new listings are introduced in the

Middle Eastern and Asian regions. Dehedging is

expected to continue, and the US dollar shows few signs

of significant strengthening. In addition, emerging wealth

in the Middle Eastern and Asian regions should provide

strong support to sustained demand for gold, given the

cultural significance of the metal.

F2008 is a time for bedding down the recent acquisitions

to ensure that the faith displayed by our shareholders is

justified by delivering on our promises. The delivery on

production and adherence to cost control is paramount to

ensure that the benefits flowing from higher earnings and

dividends are passed on to shareholders.

GOLD FIELDS 2007

Gold Fields has set the following objectives
for F2008:

•

Increase gold production to 4.25 million ounces;

•

Limit cash cost increase to 10 to 15 per cent;

•

Deliver the plan for South Deep’s build up,

optimisation with KEA and licence conversions;

•

Progress capital projects at Driefontein and

Tarkwa;

•

Increase rate of ore reserve development in

South Africa;

•

Bring Cerro Corona to account in the third

quarter of F2008;

•

Restore production at Choco 10;

•

Finalise the development and decision on

Essakane; and

•

Continue our global greenfield and brownfield

exploration programme at about US$65 million

for the year.

BRENDAN IVOR WALKER

1959 – 2006

It was with a sense of deep personal loss and sadness that we heard of the untimely death of our friend and colleague,

Brendan Walker, who was killed tragically in a car accident on 30 December 2006. He was head of our South African

operations and his passing has left a great void in the ranks of the Gold Fields’ executive, not only in terms of his

professionalism, but also his warm personality and thoughtfulness.

Brendan was associated with Gold Fields his entire working career, having been a bursar when he joined Kloof gold mine as

a shift boss in 1983. He worked his way through the ranks to become manager of West Driefontein in 1995, managing director

of Gold Fields Ghana in 2003 before returning to South Africa to be appointed as executive vice president and head of

South African operations in March 2006. He passed away at the relatively young age of forty-seven.

As chief executive officer, I knew Brendan as an outstanding miner and fellow executive. His colleagues respected him and

his care and concern endeared him to those who served under him. I extend our sincere condolences to his family and

friends. He is, indeed, sorely missed.

CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED

APPRECIATION

At the end of a successful year, I would like to thank our

staff, their families and my immediate executive group for

their continued support throughout the year. I am equally

grateful to our many other stakeholders and shareholders

for their support and co-operation.

I also thank the Chairman, Mr Alan Wright, and the board

of directors, for their valued support and guidance

throughout the year.

We look forward with confidence to the year that lies ahead.

Ian Cockerill

Chief Executive Officer, Gold Fields Limited

SOUTH AFRICAN OPERATIONS

DRIEFONTEIN GOLD MINE

KLOOF GOLD MINE

BEATRIX GOLD MINE

SOUTH DEEP MINE

INTERNATIONAL OPERATIONS

TARKWA GOLD MINE

DAMANG GOLD MINE

CHOCO 10 GOLD MINE

ST IVES GOLD MINE

AGNEW GOLD MINE

OPERATIONAL

EXCELLENCE

GOLD FIELDS 2007

OPERATIONAL

REVIEW

SOUTH AFRICA

F2007 CONTRIBUTION TO

SOUTH AFRICAN PRODUCTION

35%

38%

21%

Driefontein

South Deep

Kloof

Beatrix

F2007 OPERATING PROFIT SPLIT

43%

36%

20%

COSTS R/KG

F2006 F2007

PRODUCTION MOZ

F2006 F2007

0.0

0.5

1.0

1.5

2.0

2.5

3.0

Despite the higher gold price, the South African operations experienced a difficult year

partially due to the lack of available face length, coupled with a general depletion of

surface mining resources that restricted flexibility. The response has been to raise

development levels to optimise workflows and establish mining ore reserves for

consistent future mining volumes and gold output.

PRODUCTION

Gold production decreased marginally from
82,725 kilograms to 82,302 kilograms

COSTS

Total cash costs rose 23 per cent to R86,908 per kilogram
on the back of higher wages and other input costs, and
the high cost of South Deep as it builds to full production

GOLD FIELDS 2007

SAFETY, HEALTH AND ENVIRONMENT

Despite halving the number of fatalities over the past

10 years and notwithstanding our best efforts to eliminate

fatal injuries at our South African operations, Gold Fields

regrettably lost 29 colleagues during F2007.

The Group’s overall fatal injury frequency rate will have

to decline by 20 per cent per annum to meet the Mine

Health and Safety Council benchmark target set for

2013. Gold Field’s South African operations recorded a

reduction of 26 per cent in the fatal injury rate for

F2007 and we shall strive even harder in the coming

year to accelerate the encouraging downward trend of

fatal and other injuries.

However, our achievements in deep-level mining have a

significant cost and safety implication. The deeper we

mine the more prone our operations will be to fall of rock

and to seismic activity – major causes of casualties.

Our safety and team-building initiatives (Laphuma-Ilanga

at Driefontein, Eyethu at Kloof, Bompodi at Beatrix and

the Fall of Ground campaign at South Deep) are

dedicated to inculcating safety awareness and

consequent behavioural change to limit injury by

highlighting the need for pre-emptive safety action.

Kloof, Driefontein and Beatrix have all been certified in

terms of OHSAS 18001, with South Deep on track for

certification in F2008.

Our campaign to contain the impact of the HIV/Aids

pandemic advanced significantly during the year with

substantially increased voluntary counselling and

testing (VCT) rates across the operations. Kloof

achieved especially good results with over 50 per cent

employees, on average, par ticipating in the

programme. Its 7 shaft achieved a notable 60 per cent

participation.

The ISO 14001:2004 environmental management system

(EMS) certifications for Kloof, Driefontein and Beatrix

were retained while the implementation and certification

of the EMS for South Deep is planned for F2008. The ISO

Western Cape

Northern Cape

Eastern Cape

Free State

North West

Gauteng

Northern Province

Mpumalanga

KwaZulu-Natal

Lesotho

•

Driefontein Gold Mine

•

Kloof Gold Mine

•

South Deep Gold Mine

•

Beatrix Gold Mine

GOLD FIELDS 2007

OPERATIONAL REVIEW CONTINUED

SOUTH AFRICA

system’s requirement for continuous improvement feeds

positively into our operational efficiencies by formalising

the way in which lessons are learnt through rectifying

incidents, and from successful projects. The continued

decline in level-3 environmental incidents to three during

F2007 (F2006, four) is indicative of this. The AA 1000

stakeholder engagement management system is being

rolled out across all operations to supplement the OHSAS

and ISO safety and environmental management systems.

Gold Fields has actively supported and participated in the

Wonderfonteinspruit Action Group which has a mandate

to investigate water quality and quantity issues in the

Wonderfonteinspruit catchment area.

OPERATIONAL PERFORMANCE

During 2007, Gold Fields’ South African operations

received their new-order mining rights, with the

exception of South Deep whose application is still in

progress. As part of this process, Gold Fields and its

individual operations submitted Social and Labour

Plans setting out the range of activities and targets

designed to achieve the human resource and socio-

economic development objectives of the South African

Mining Charter.

The South African operations’ overall gold production

decreased by 0.4 per cent from 82,725 kilograms

(2.66 million ounces) in F2006 to 82,302 kilograms

(2.65 million ounces) for F2007, including the South Deep

contribution from 1 December 2006. Total cash costs rose

from R70,781 per kilogram (US$344 per ounce) to

R86,908 per kilogram (US$375 per ounce). This resulted

from reduced production, rising input costs (commodities

and wages) and the acquisition of the developing South

Deep mine.

The operating margin of the South African operations

improved to 38 per cent mainly as a result of the higher

average rand gold price of R147,514 per kilogram and

continued mining to the average declared reserve value

to maintain yields. Operating profit more than doubled to

R4,663 million (US$648 million) from R2,804 million

(US$438 million) in F2006.

Despite the higher gold price, the South African

operations experienced a difficult production year partially

due to the lack of available face length, coupled with a

general depletion of surface mining resources restricting

flexibility. The response has been to raise development

levels by 14 per cent to 107 kilometres, excluding South

Deep. This will establish mining ore reserves for

consistent future mining volumes and gold output.

At Driefontein, the higher gold price enabled the

reopening of 10 shaft. Gold production declined by 12 per

cent mainly due to the impact of seismic events on

production levels at 4 shaft, which was subsequently

replanned, and marginally lower tons and yield from

surface stockpiles. Underground tonnage increased

during the year to compensate for the depletion of

surface mining resources. However, development levels

were constrained by seismicity affecting haulages

primarily at 5 and 1 shafts.

Gold production at Kloof decreased marginally despite

increased volumes mined due to mine call factor variability

and constraints arising from a lack of face length flexibility.

Development levels were increased 15 per cent year on

year, to improve ore reserve generation, and to provide a

more consistent future gold production profile.

Beatrix’s gold production declined by 9 per cent mainly

due to lower volumes and a poor mine call factor

particularly during the second half of the year at the

GOLD FIELDS 2007

North and South sections. Total development increased

by 22 per cent reflecting the strategic intent common to all

South African mines. This places the mine in a good

position to increase reef development and establish the

ore reserve flexibility necessary to carry out scattered

selective mining.

South Deep contributed production of 163,200 ounces for

the year. The mine, which had been capital constrained

under previous owners, requires extensive investment and

work to bring it to optimal production levels and meet the

planned build up to 4 million tons per annum by 2013. At

present, this is a developing mine with substantial

segments of its infrastructure incomplete. The

recommissioning of the South Deep Twins complex that

had been damaged through a shaft accident prior to

Gold Fields acquiring control of the mine on 1 December

2006, was completed ahead of schedule and without lost

time injury by mid-January 2007. Gold Fields has deployed

technical capacity to assist in ramping up production,

revisiting mine planning and orebody optimisation over the

mine life by driving,

inter alia, the completion of the 94 level

refrigeration project, which will allow the expansion of

development activity on the lower levels.

COSTS AND SKILLS

The continuing escalation of commodity costs and

the high level of investment in infrastructure in the

South African economy generated above-inflation cost

pressure on most inputs at all operations. Our access to,

and retention of skilled labour has been particularly

affected by recruiting from the platinum mines, other

mining groups and construction companies. Although

Gold Fields boasts a strong pool of professionals, we are

challenged to attract and retain experienced staff through

an increasing variety of initiatives.

The Gold Fields Business and Leadership Academy

(GFBLA) is negotiating with the newly-launched Joint

Initiative on Priority Skills Acquisition (JIPSA), a

government-supported programme, to train artisans for

industry on a meaningful scale.

The skills shortage also results in employing growing

numbers of unskilled candidates seeking employment in

the mining sector, thereby increasing pressure to provide

them with basic training in specific skills required to

perform their jobs. This delays the advanced occupational

training of skilled employees essential to improve

productivity, raising overall Group training costs.

At a Group level, we continue to investigate a variety of

arrangements with regional and global suppliers to

contain input cost pressures. Such negotiations are

commercially driven with criteria such as quality, cost,

reliability, occupational health and safety standards

remaining central.

DEPTH EXTENSION PROJECTS UPDATE

The R4.2 billion Driefontein 9 sub-vertical shaft depth

extension project and the R1.4 billion Kloof Extension

Area decline shaft project were approved during the year

and pre-sinking work is in progress. Sinking work on the

Driefontein 9 shaft project will commence in F2008. The

project will enable Driefontein to extend its life-of-mine by

at least 13 years by mining an additional 8.5 million

ounces of reserves contained in a 13.9 million ounce

resource. Development to reef is planned to commence in

2013 on the upper four levels of the shaft and full

production anticipated during F2019.

The Kloof Extension Area was designed to add an

additional 2.0 million ounces of reserves contained in a

4.5 million ounce resource as incremental gold included

GOLD FIELDS 2007

in the production of Kloof’s profile over a 10-year

period. The decline for the project, however, was placed

on hold following the acquisition of South Deep and

based on results of additional ongoing surface drilling

work which is due for completion by December 2007.

Upon completion of this drilling the project will

be reassessed.

OPERATIONAL REVIEW CONTINUED

SOUTH AFRICA

CAPITAL EXPENDITURE

Capital expenditure for the year under review increased to

R2,467 million (F2006: R1,473 million; restated from

R694 million). The major items were: ore reserve

development (R987 million), the Driefontein 9 shaft project

(R162 million) and major projects at South Deep to ramp up

production (R283 million).

GOLD FIELDS 2007

OUTLOOK FOR F2008

During F2008, the South African operations will focus on:

• Increasing development to improve ore reserve flexibility

• Driving an integrated productivity strategy that focuses on people mobilisation and

improves all working practices

• Maintaining cost leadership through Project 100+ and Project Beyond

• Completing the Kloof South Deep optimisation studies

• Increasing capital expenditure with major spend on:

o R1,3 billion on ore reserve development

o R213 million on the Driefontein 9 depth extension project

o R495 million on equipping and developing levels below 95 level at South Deep

o Extending the positive trends in environmental, health, safety and community

performance

• Implementing the new Gold Fields sustainable development programme over the next

three years

• Improving safety performance through an integrated safety programme that focuses on

risk management and safe behaviour by all employees

GOLD FIELDS2007

OPERATIONAL

REVIEW

SOUTH AFRICA

DRIEFONTEIN GOLD MINE

OPERATING PROFIT (R’mil)

F2006 F2007

200

400

600

800

1 000

1 200

1 400

1 600

1 800

2 000

DRIEFONTEIN GOLD MINE

THE DEPTH EXTENSION PROJECT AT DRIEFONTEIN 9 SUB-VERTICAL

SHAFT WAS APPROVED DURING THE YEAR AND PRE-SINKING WORK

HAS COMMENCED. THE PROJECT WILL EXTEND DRIEFONTEIN’S

LIFE-OF-MINE BY AT LEAST 13 YEARS BY MINING AN ADDITIONAL

8.5 MILLION OUNCES OF RESERVES CONTAINED IN A 13.9 MILLION OUNCE

RESOURCE. THE PROJECT IS PLANNED FOR COMPLETION LATE IN F2011

WITH FULL PRODUCTION ANTICIPATED DURING F2019.

Review of F2007

• Deepening of 9 shaft approved

• 4 shaft replanned due to seismicity

• Record production levels at 5 shaft

• High-grade 10 shaft reopened

• Increased operating profit margins

through quality mining

Production: 31,618 kg
Total cash costs: R80,457/kg

24%

Driefontein

F2007 CONTRIBUTION TO GROUP PRODUCTION

GOLD FIELDS 2007

SAFETY, HEALTH AND ENVIRONMENT

The fatality injury frequency rate improved from 0.34 to

0.13 in F2007 and the mine achieved one million fatality

free shifts on two occasions. However, the mine recorded

13 fatalities. The lost time injury frequency rate improved

from 14.7 for F2006 to 12.0 for the year under review.

Driefontein was audited for OHSAS 18001 and received

certification during the year.

Driefontein’s ISO 140001:2004 environmental management

system certification was renewed with only minor non-

conformance adjustments required. During the year

under review there were no level-3 and nine level-2

incidents arising from limited, uncontrolled spillages. The

permitted discharge of brine released from the

Driefontein water treatment plant drew adverse reaction

from stakeholders resulting in the cessation of the plant’s

operations and this, in turn, necessitated the purchase of

water from the local authorities which contributed to costs.

The mine maintained the previous year’s significant

reduction of water consumption per ton of rock mined.

Further energy-saving and demand-shifting projects such

as replacing diesel locomotives at the long-life shafts with

safer, more reliable battery locomotives were implemented.

OPERATIONAL REVIEW

Gold production during F2007 declined 12 per cent to

31,618 kilograms (1.017 million ounces) compared with

F2006 production of 35,755 kilograms (1.15 million

ounces) respectively. The decline was due primarily to

planned lower production levels at Driefontein 4 shaft

and marginally lower tons and yield from surface

stockpiles. The underground tonnage mined was

increased to compensate for the depletion of surface

mining resources. The effect of lower 4 shaft levels was

partially offset by improved values recovered due to a

high level of focus on quality mining. Surface resources

are scheduled for depletion during F2009.

Production at Driefontein 4 shaft had been affected by

seismicity during F2006 and was further affected during

F2007 by instability associated with the mining of the

high-grade shaft pillar. This required the cessation of

mining during the first quarter of F2007 and the redesign

and replanning of the 4 shaft pillar extraction.

Seismicity impacted on the haulage and development at

1 and 5 shafts, reducing development to below budgeted

levels and constraining the secondary support

programme.

The higher gold price enabled the reopening of 10 shaft,

closed in 2004, leading to the creation of an additional

800 jobs.

Operating costs increased by 14.2 per cent mainly due to

higher human resources costs and above-inflation

increases in commodity costs, particularly steel, copper

and timber. The seismicity also caused increased

expenditure on secondary support, while the suspension

of the water treatment plant necessitated the purchase of

water from the local authority. However, the higher gold

price received, partially offset these increased costs

and the reduced gold production.

DRIEFONTEIN

GOLD FIELDS 2007

Driefontein

2007

2006

2005

Main development

28.0

27.4

27.8

Main on-reef (development)

5.3

4.2

3.8

(value)

cm g/t

1,307

1,454

1,837

Area mined

’000m

653

680

661

Productivity

/TEC

3.2

3.4

3.2

Tons milled

Underground

’000

3,812

3,867

3,794

Surface

’000

2,840

3,000

2,900

Total

’000

6,652

6,867

6,694

Yield

Underground

g/t

7.6

8.1

8.3

Surface

g/t

1.0

1.4

1.6

Combined

g/t

4.8

5.2

5.4

Gold produced

Underground

28,815

31,441

31,650

Surface

2,803

4,314

4,512

Total

31,618

35,755

36,162

Total

’000oz

1,017

1,150

1,163

Operating costs

Underground

R/ton

653

579

537

Surface

R/ton

Total

R/ton

402

352

331

Gold sold

31,618

35,755

36,162

Total cash costs

US$/oz

348

315

292

R/kg

80,457

64,870

58,335

Net earnings

1,004.3

644.9

332.1

US$m

139.5

100.8

53.5

Capital expenditure

815.0

543.3

456.8

US$m

113.2

84.9

73.6

TEC = total employee costed

Marginal Main Reef at West Section stopped

Restated

OPERATIONAL REVIEW CONTINUED

SOUTH AFRICA

Total cash costs for F2007 increased by 24 per cent

from R64,869 per kilogram (US$315 per ounce) to

R80,457 per kilogram (US$348 per ounce) mainly due to

reduced gold output and higher costs. Operating margins

increased from 37 per cent to 43 per cent, mainly on the

back of the improved gold price. Operating profit rose to

R1,995 million.

The depth extension project at Driefontein 9 sub-vertical

shaft was approved during the year and pre-sinking work has

commenced. The actual sinking work will commence early in

F2008. The project will extend Driefontein’s life-of-mine by at

least 13 years by mining an additional 8.5 million ounces of

reserves contained in a 13.9 million ounce resource. The

project is planned for completion in F2012 with full

production anticipated during F2019.

Capital expenditure during F2007 amounted to

R815 million (US$113 million) compared to R543 million

(US$85 million) during F2006.

GOLD FIELDS

2007

OUTLOOK FOR F2008

The primary focus during F2008 will be on:

• Increasing development at all shafts to consolidate mining ore reserves for future

flexibility and consistent production levels

• Building spare ore-handling capacity at 1 and 5 shafts to reduce tramming distances

• A consistent focus on volumes, values, quality and pillar mining

• Implementing the theory of constraints productivity initiative at all shafts by mid-F2008

• Ramping up shaft sinking activity at 9 shaft

• Increasing capital expenditure to R1,021 million with the major spend on:

o R396 million on ore reserve development

o R213 million on the 9 shaft deepening

o R44 million on the 4 shaft pillar extraction

o R37 million on the battery locomotive project

o R27 million on the International Cyanide Code Compliance projects

o R26 million on the development from 5 sub-vertical to 9 shaft

• Advancing the commitments set out in the Driefontein Social and Labour Plan

• An intensive drive on the Masiphephe (Let’s be Safe) programme

GOLD FIELDS 2007

OPERATIONAL

REVIEW

SOUTH AFRICA

KLOOF GOLD MINE

DURING THE YEAR, THE LACK OF FACE LENGTH WAS GRADUALLY

ADDRESSED WITH DEVELOPMENT RISING YEAR ON YEAR BY

15 PER CENT FROM A TOTAL OF 30,400 METRES IN F2006 TO

35,047 METRES FOR F2007. INCREASED DEVELOPMENT AND OPENING

UP ARE DESIGNED TO SUSTAIN AND IMPROVE THE ORE RESERVE

GENERATION PROFILE TO ACHIEVE A MORE CONSISTENT GOLD

PRODUCTION PROFILE.

Review of F2007

• Gold production up 1 per cent

• Development increased by 15 per cent

to strive for consistent future volumes
and gold output

• Net earnings increased to R790 million

Production: 28,705 kg
Total cash costs: R84,672/kg

F2007 CONTRIBUTION TO GROUP PRODUCTION

22%

Kloof

OPERATING PROFIT (R’mil)

F2006 F2007

200

400

600

800

1 000

1 200

1 400

1 600

1 800

KLOOF GOLD MINE

GOLD FIELDS 2007

SAFETY, HEALTH AND ENVIRONMENT

Eyethu, the behaviour-based safety initiative at Kloof, led

to a safety performance improvement during F2007. Four

of the five operating shafts achieved in excess of a half-

million fatality free shifts with 1 and 5 shafts recording

one million fatality free shifts. Nevertheless, the mine

recorded 11 fatalities. The FIFR for the year improved

from 0.38 to 0.23 per million man-hours worked. The

overall lost time injury frequency rate (LTIFR) was 15.4,

an improvement of nearly 20 per cent year on year. Kloof

became the first Gold Fields South African operation to be

recommended for OHSAS 18001. This is the international

standard for the assessment of Group safety standards.

Regarding HIV prevention, Kloof recorded the highest

voluntary counselling and testing (VCT) percentage within

the Group (50 per cent) with 7 shaft achieving 60 per cent.

Kloof’s ISO 14001:2004 environmental management

system was recertified with the mine recording only one

level-3 incident arising from surface and groundwater

pollution due to waste rock dumps and tailings dams.

OPERATIONAL REVIEW

Although Kloof increased its volumes mined, gold

production during F2007 increased only marginally to

28,705 kilograms (923,000 ounces) compared with F2006

production of 28,429 kilograms (914,000 ounces). This

was caused by fluctuations in the mine call factor due to

flexibility being restricted by the lack of face length. Gold

from sweepings in the high-grade panels and old gold

recovered from cleaning out and vamping were below

expectations. The mine was also affected by contractor

under-performance in terms of secondary support and

logistical constraints at 3 and 4 shafts.

The 3 plant was decommissioned and the infrastructure

relocated as planned. The cessation of gold recovery

from the plant clean-up and a general run down of

surface resources were not sufficiently offset by

increased gold from underground.

During the year, the lack of face length was gradually

addressed with development rising year on year by

15 per cent from a total of 30,400 metres in F2006 to

35,047 metres for F2007. Increased development and

opening up is designed to sustain and improve the ore

reserve generation profile to achieve a more consistent

gold production profile.

Total cash costs for F2007 increased by 10 per cent to

R84,672 from R76,918 per kilogram mainly because of

above-inflation cost increases relating to timber, cement

and labour. Operating margins increased from 26 per cent

to 40 per cent mainly on the back of a better gold price.

Operating profit rose to R1,691 million.

The R1.4 billion Kloof Extension Area (KEA) decline shaft

project was approved during the year and pre-sinking

work commenced. The KEA was designed to contribute

an additional 2.0 million ounces of incremental gold

production to Kloof’s profile over a 10-year period.

KLOOF

GOLD FIELDS 2007

Kloof

2007

2006

2005

Main development

30.4

36.1

Main on-reef (development)

6.1

7.3

6.7

(value)

cm g/t

1,410

1,788

1,857

Area mined

’000m

620

607

623

Productivity

/TEC

3.4

Tons milled

Underground

’000

3,447

3206

3,471

Surface

‘000

382

460

1,184

Total

‘000

3,829

3,666

4,655

Yield

Underground

g/t

8.2

8.7

9.1

Surface

g/t

1.2

1.1

0.7

Combined

g/t

7.5

7.8

6.9

Gold produced

Underground

28,260

27,915

31,474

Surface

445

514

784

Total

28,705

28,429

32,258

Total

‘000oz

923

914

1,037

Operating costs

Underground

R/ton

727

703

618

Surface

R/ton

Total

R/ton

662

622

478

Gold sold

28,705

28,429

32,258

Total cash costs

US$/oz

366

374

330

R/kg

84,672

76,918

65,866

Net earnings/(loss)

790.3

209.9

(15.2)

US$m

109.8

32.8

(2.4)

Capital expenditure

775.8

482.7

547.1

US$m

107.8

75.4

88.1

TEC = total employee costed

The Kloof and Middelvlei Reef marginal areas stopped

Restated

OPERATIONAL REVIEW CONTINUED

SOUTH AFRICA

The project’s decline was placed on hold due to the

current investigation into alternative mining methods

following on the acquisition of South Deep Gold Mine and

pending the results of additional surface drilling work

conducted during late F2007.

The Kloof Eyethu Team Development Programme, launched

in F2006 to create a safer and more productive working

environment, has shown promising results. A third of the

workforce has undergone training and the programme is

being enhanced to include peer observations.

A memorandum of understanding was signed with

Sandvik for the development of new underground mining

technology to increase productivity which envisages,

inter

alia, the modification of existing equipment and the

development of new systems for Kloof’s particular needs.

We are also exploring the use of ice slurry for the

management of underground mining temperature.

Capital expenditure increased to R776 million

(US$108 million) (F2006: R483 million (US$75 million))

with the greatest spend relating to the 4 sub-vertical shaft

and 1 shaft pillar extraction.

GOLD FIELDS 2007

OUTLOOK FOR F2008

The primary focus during F2008 will be on:

• Creating mining flexibility through increased development, mainly at 4 shaft, to sustain

and improve the ore reserve generation profile

• Increasing opening up activity to access high-grade VCR pillars

• Advancing the technology drive to improve safety and productivity

• Implementing the theory of constraints productivity initiative at all shafts by mid-F2008

• Finalising the redesign of the KEA project post the completion of the surface drilling

programme

• Capital expenditure of R898 million with major spend on the following projects:

o R453 million on ore reserve development

o R88 million on the revised KEA project

o R48 million on the 1 shaft pillar extraction project

• Driving the Eyethu team mobilisation programme to improve safe behaviours and team

performance

• Implementing the Social and Labour Plan

GOLD FIELDS 2007

OPERATIONAL

REVIEW

SOUTH AFRICA

BEATRIX GOLD MINE

THE INCREASED GOLD PRICE RECEIVED BOLSTERED THE EARNINGS

FOR THE MINE WITH THE NORTH SECTION AND 4 SHAFT SHOWING

GOOD IMPROVEMENT. THE SOUTH SECTION ENCOUNTERED

INCREASED FAULTING IN PILLAR AREAS, DECLINING ORE RESERVES

AND HIGH GRADE VARIABILITY THAT CONTRIBUTED TO LOWER

GRADES AND GOLD OUTPUT.

Review of F2007

• Gold production down 9 per cent

• Development increased by 22 per cent to

ensure consistent future volumes and
gold output

• Net earnings increased to R370.8 million

Production: 16,903 kg
Total cash costs: R87,251/kg

13%

Beatrix

F2007 CONTRIBUTION TO GROUP PRODUCTION

OPERATING PROFIT (R’mil)

F2006 F2007

100

200

300

400

500

600

700

800

900

1 000

BEATRIX GOLD MINE

GOLD FIELDS 2007

HEALTH, SAFETY AND ENVIRONMENT

The lost time injury frequency rate (LTIFR) was 5.49, an
improvement of 7 per cent year on year. The fatality injury
frequency rate improved from 0,24 to 0,13 per million
man-hours worked. The mine experienced four fatalities
during the year. Beatrix also received OHSAS 18001
certification.

The average underground environmental conditions for
both stoping and development remained at or below the
Group target of 28.5ºC. The mine has embarked on an
ongoing education programme for all employees and
initiated a number of engineering controls to meet the
targets set by the Mine Health and Safety Council.

Beatrix’s ISO 14001:2004 environmental management
system was recertified during annual audits. During the
year, no level-3 environmental incidents were reported
while 12 level-2 incidents were reported and rectified. The
environmental management plan for the exploration of
methane gas to reduce potential greenhouse gas
emissions and earn carbon credits, has been approved by
Petroleum Agency SA. Initial tests on existing boreholes
have commenced.

OPERATIONAL REVIEW

Gold production during F2007 declined by 9 per cent to
16,903 kilograms (543,400 ounces) compared with the
F2006 production of 18,541 kilograms (596,100 ounces)
mainly because of a lower mine call factor at the North and
South Sections during the quarter ended March 2007.
Overall year on year volumes mined were, however,
marginally higher.

Total cash costs at R87,251 per kilogram were 20 per
cent higher year on year compared to R72,768 per

kilogram mainly as a result of the lower gold output.
Operating margins increased from 30 per cent to 38 per
cent and operating profit rose 56 per cent to R933 million.

Total mine development for F2007 increased by 22 per

cent year on year to a total of 43,791 metres. In addition,

exploratory secondary development to define higher

grade areas at the South Section contributed an

additional 4,597 metres of development. The total

development of 48,388 metres for F2007 represents a

20 per cent increase year on year. The results from all

development indicate that the orebody has the potential to

sustain gold output volumes at levels similar to marginally

higher stoping volumes.

The increased gold price received bolstered earnings for

the mine with the North Section and 4 shaft showing a

good improvement. 4 shaft consistently contributed in

excess of 400 kilograms per month. The South Section

encountered increased faulting in pillar areas, declining

ore reserves and high grade variability that contributed to

lower grades and gold output. Consequently, emphasis

on cost containment, quality mining and consistent gold

output remains a high priority.

The overall mine call factor declined during the second

half of the year. The high free gold content of the various

Beatrix reefs remains an ongoing focus and challenge.

A sweeping process modification, introduced in late

F2007, to reduce dust levels, resulted in an increased

loss of fine gold within stopes. Subsequent reviews,

involving management and organised labour, resulted in

the introduction of an innovative sweeping tool that

improved gold recovery without compromising health and

safety. The introduction of this process during the fourth

BEATRIX

GOLD FIELDS 2007

quarter resulted in an improved recovery and mine call

factor by year-end.

The yield regressed by 10 per cent during the year from

5.2 grams per ton to 4.7 grams per ton primarily due to poor

mine call factor. In order to ensure quality output, continued

focus is placed on gulley vamping and sweepings.

However, historical old gold recovery volumes are also

declining as the mine is systematically cleaned.

Stoping volumes increased by 2.5 per cent year on year to

702,683 square metres despite a slow build up after the

December break. Volumes at 4 shaft averaged approximately

10,000 square metres per month, a 3.8 per cent improvement

year on year. At the North and South sections, volumes

increased by 2 per cent on the previous year.

No surface tonnage was processed during the year as

values contained within the remaining dumps are not

economical at prevailing gold prices and grades.

Capital expenditure amounted to R593 million

(US$82 million), much of it devoted to the development

work at all sections.

Beatrix

2007

2006

2005

Main development

43.8

35.9

38.4

Main on-reef (development)

6.4

6.9

8.4

(value)

cm g/t

967

1,135

1,049

Area mined

’000m

703

686

763

Productivity

/TEC

5.6

5.5

5.7

Tons milled

Underground

’000

3,590

3,551

3,852

Surface

’000

–

329

Total

’000

3,590

3,551

4,181

Yield

Underground

g/t

4.7

5.2

5.0

Surface

g/t

–

0.8

Combined

g/t

4.7

5.2

4.6

Gold produced

Underground

16,903

18,541

19,139

Surface

–

279

Total

16,903

18,541

19,418

Total

’000oz

543

596

624

Operating costs

Underground

R/ton

432

396

367

Surface

R/ton

–

Total

R/ton

432

396

341

Gold sold

16,903

18,541

19,418

Total cash costs

US$/oz

377

354

352

R/kg

87,251

72,768

70,368

Net earnings/(loss)

370.8

185.4

(93.8)

US$m

51.5

29.0

(15.1)

Capital expenditure

592.8

447.3

428.3

US$m

82.3

69.9

69.0

TEC = total employee costed

Marginal development at the South section stopped

Restated

OPERATIONAL REVIEW CONTINUED

SOUTH AFRICA

GOLD FIELDS 2007

OUTLOOK FOR F2008

The primary focus during F2008 will be on:

• Continuing to ramp up development activity especially reef development at the North

and West shafts

• Solving the ongoing quality mining deficiencies

• Reassessing the viability of the different mining complexes

• Implementing the theory of constraints productivity initiative at all shafts by mid F2008

• Completing the 3 shaft capital programme

• Completing the study to assess the viability of increasing 3 shaft throughput capacity

from 180,000 to 250,000 tons per month

• Capital spend for the year is R553 million:

o R453 million on ore reserve development

• Driving to accelerate the implementation of the Social and Labour Plan especially as

regards demographic representivity

GOLD FIELDS 2007

OPERATIONAL

REVIEW

SOUTH AFRICA

SOUTH DEEP MINE

DUE TO ITS PROXIMITY TO KLOOF MINE, SOUTH DEEP IS A NATURAL

ADDITION TO THE GOLD FIELDS FRANCHISE OF HIGH-QUALITY LONG-

LIFE MINES IN SOUTH AFRICA. A FULL STUDY TO EXAMINE THE

OPTIMISATION OF THE KLOOF/SOUTH DEEP COMPLEX IS ONGOING TO

SET UP THE OPERATION FOR THE NEXT 40 YEARS.

Review of F2007

• Acquired by Gold Fields on 1 December 2006

• Shaft delivered ahead of schedule without

lost time injury

• Ongoing integration of mine into Gold

Fields’ systems

Production: 5,076 kg
Total cash costs: R137,689/kg

South Deep

F2007 CONTRIBUTION TO GROUP PRODUCTION

OPERATING PROFIT (R’mil)

F2007

SOUTH DEEP GOLD MINE

Last seven months

GOLD FIELDS 2007

SAFETY, HEALTH AND ENVIRONMENT

The lost time injury frequency rate for the period

1 January 2007 to 30 June 2007 was 12.06. During

F2007, the mine recorded one fatality and a fatality injury

frequency rate of 0.13 per million man-hours worked. The

mine remains on track for OHSAS 18001 certification in

F2008.

The fall of ground prevention campaign has reduced

such incidents but highlighted the future need to focus on

slip and fall risks.

The ISO 14001:2004 environmental management system

implementation is on track and due for certification during

F2008. Two level-3 environmental incidents were recorded

for the period under review. These related to water

overflow from a return water dam when a lower production

rate and plant failure caused an imbalance in the water

volumes entering the return water dam. No change in

water quality in the public stream was observed.

OPERATIONAL REVIEW

Gold Fields acquired control of South Deep Gold Mine on

1 December 2006.

Due to its proximity to Kloof Mine, South Deep constitutes

a logical addition to the Gold Fields franchise of high-

quality long-life mines in South Africa.

Prior to acquisition, the mine suffered a shaft accident in

May 2006 in which the Twin shaft complex was damaged.

In addition, a fire broke out in August 2006, which took

until late December to bring under control. Subsequent

flooding occurred due to the mudpress ore pass hanging

up. The recommissioning of the Twin shaft complex was

completed by third quarter F2007, ahead of schedule and

without a single lost time injury.

The recommissioning necessitated logistical

reorganisation to move people and ore flow away from the

South shaft complex. This, and the impact of the fire,

adversely affected production build up. For the period under

review, gold production amounted to 5,076 kilograms

(163,200 ounces) but this must be seen in the context of

the mine’s history of under-investment. South Deep

remains, at present, a developing mine with large sections

of its infrastructure, especially at lower levels, incomplete.

This lack of flexibility impacted on gold production.

The ramping up of production was also affected by high

staff turnover in the trackless section. These staff skills are

highly sought after by other trackless miners and the

construction sector. Remuneration adjustments were made

by year-end to attract and retain such staff. The trackless

section is expected to return to the full three-shift level by

the end of the first quarter of F2008. Discussions are

ongoing with the GFBLA to invest in trackless training

infrastructure to reduce the future risk of poaching.

The integration of the South Deep administrative,

management and IT systems into the Gold Fields

systems is ongoing and some synergies have been

achieved. Gold Fields technical expertise was employed

to revisit mine planning and orebody optimisation over the

mine life.

The Twin shaft ventilation deepening project and

installation of infrastructure were also delayed due to

the logistical reorganisation associated with the

recommissioning of the Twin shaft complex. A shortage

of civil engineering staff experienced by contractors also

exacerbated the situation. By year-end, most of the lost

time had been made up and, with the exception of a

backlog in secondary support, the bottlenecks were

SOUTH DEEP

GOLD FIELDS 2007

substantially removed. The 95-level workshop was

commissioned which allows the commencement of the

long haul stoping programme. At full production, this will

provide an additional 150,000 tons of marginal Elsburg

ore per quarter to supplement current ore production.

Moving forward, the focus will be on developing the

pumping and rock-handling infrastructure below 95-level

and the completion of the 94-level refrigeration project,

which will allow the expansion of mining at the lower

levels. Mechanised destress and backfill programmes are

being put in place to counter the risk of increased

seismicity at these lower levels.

Total cash costs were R137,689 per kilogram. Operating

profit was R44.2 million (US$6.1 million).

During the seven months, 1,104 million tons were milled

of which 776,000 tons came from underground with the

balance made up from surface stockpiles.

Capital expenditure for F2007 was R283 million

(US$39.4 million) spent mainly on the Twin shaft ventilation

deepening project, the 94-level refrigeration plant and

95-level trackless workshop. The board approved the below

95-level development project amounting to R163 million

(US$22.4 million), which will establish mining ore reserves

for the consistent future mining of volumes and gold output.

These projects are critical to achieve the previous joint

venture’s approved feasibility study to increase production

to 330,000 tons per month within a six- to seven-year

timeline, with associated infrastructure requiring capital

expenditure of about R4.3 billion (US$601 million).

South Deep

2007

Main development

2.9

Main on-reef (development)

1.7

(value)

cm g/t

6.2

Area mined

’000m

48.0

Productivity

/TEC

Tons milled

Underground

’000

776

Surface

’000

328

Total

’000

1,104

Yield

Underground

g/t

6.2

Surface

g/t

0.9

Combined

g/t

4.6

Gold produced

Underground

4,783

Surface

293

Total

5,076

Total

’000oz

163

Operating costs

Underground

R/ton

896

Surface

R/ton

Total

R/ton

652

Gold sold

5,166

Total cash costs

US$/oz

595

R/kg

137,689

Net loss

(46.8)

US$m

(6.5)

Capital expenditure

283.4

US$m

39.4

South Deep for the 7 months from 1 December 2006

Not provided as this comprises a small proportion of total volume mined

OPERATIONALREVIEWCONTINUED

SOUTH AFRICA

GOLD FIELDS 2007

OUTLOOK FOR F2008

The primary focus during F2008 will be on:

• Ramping up and maintaining consistent gold production at approximately 80,000

ounces per quarter primarily through maintaining high production levels from the
trackless section and a full year’s production from long-haul stoping

• The commencement of development on 100, 105, 110 and 110A-levels by the end of

the second quarter of F2008

• Completing 94-level refrigeration plant by end of the third quarter of F2008

• Advancing the mechanised destress and backfill placement design programmes

• Implementing the theory of constraints productivity initiative by mid-F2008

• Capital expenditure of R817 million, with the major spend on:

o R175 million on the ventilation shaft-deepening

o R100 million on the 94-level refrigeration plant development

o R174 million on ore reserve development

o R320 million on phase 1 development

• Conversion to new-order mining rights complete by end F2008

11%

43%

30%

Tarkwa
Choco 10

Damang

Agnew

St Ives

F2007 CONTRIBUTION TO

INTERNATIONAL OPERATING PROFIT

0.2%

50%

20%

23%

13%

F2007 CONTRIBUTION TO

INTERNATIONAL PRODUCTION SPLIT

F2006 F2007

0.0

0.2

0.4

0.6

0.8

1.0

1.2

1.4

1.6

1.8

PRODUCTION MOZ

COSTS R/KG

F2006 F2007

100

150

200

250

300

350

400

The international operations contributed total gold production of 1.6 million
ounces, slightly below F2006, mainly due to a reduction of 47,000 ounces at the
Damang operation and slower than planned ramp up of Choco 10 production. The
higher average received gold price of US$638 per ounce (F2006: US$526 per
ounce) resulted in revenues of US$1,047 million (F2006: US$890 million),
notwithstanding the marginally lower production.

PRODUCTION

Gold production decreased marginally from
52,515 kilograms to 50,977 kilograms

COSTS

Total cash costs increased 22 per cent from
US$309 per ounce to US$377 per ounce due to higher
input costs at all operations and increased costs at
Choco 10 due to mill constraints

GOLD FIELDS 2007

OPERATIONAL REVIEW CONTINUED

INTERNATIONAL OPERATIONAL REVIEW

GOLD FIELDS 2007

SAFETY, HEALTH AND ENVIRONMENT

The international operations were fatality free in F2007.

The LTIFR, however, showed a regression from 1.07 to

1.36 per million man-hours. St Ives achieved its lowest

LTIFR to date.

The operations continue to progress their safety

management systems and employee wellness initiatives

with the Australian operations maintaining their AS/NZ

4801 status, and Tarkwa and Damang maintaining their

OHSAS 18001:1999 certification.

The Australian and Ghanaian operations all retained their

ISO 14001:2004 certification. At the Choco 10 mine in

Venezuela, environmental permitting issues and efforts to

access new water sources diverted environmental

capacity but the mine continues to move towards ISO

14001:2004 certification for F2008. The number of level-3

environmental incidents continued to decline across

international operations with only one recorded at St Ives

where a return water dam overflowed. The Department of

Environment is investigating the incident, which was

cleaned up, and the results should be known in F2008.

The roll-out and implementation of the AA 1000 standard

across the international operations was delayed, mainly

due to capacity constraints. It is now scheduled for

implementation in F2008.

OPERATIONAL PERFORMANCE

F2007 presented the international operations with many

challenges including generally lower grades and rising

input costs resulting in lower than expected gold sales

and higher unit costs. The Tarkwa operation was best

positioned to respond to these challenges and delivered a

result that was marginally below expectations, whereas

Choco 10 fell well short of expectations due to equipment

failure, water shortages and industrial action.

The international operations contributed total gold

production of 1.6 million ounces, slightly below F2006

mainly due to a reduction of 47,000 ounces at the Damang

operation and slower than planned ramp up of Choco 10

production. The higher average received gold price of

US$637 per ounce (F2006: US$526 per ounce) resulted in

revenues of US$1,047 million (F2006: US$890 million),

notwithstanding the marginally lower production.

On an attributable basis, the operations produced

1.38 million ounces. Average cash costs were US$377 per

ounce (F2006: US$309 per ounce) with all operations

feeling the impact of local and global input cost increases

and varying degrees of production decreases. Operating

profit reached US$428 million (F2006: US$365 million) on

the back of the higher gold price.

At Tarkwa, the CIL expansion and heap leach pad

extension projects were approved at a combined capital

cost of US$175 million as part of the continued inward

investment to optimise the site’s processing opportunities,

with the CIL plant throughput being increased to

1.0 million tons per month. The operation achieved record

mined and milled tonnages that were offset, however, by

grade decreases due to changes in mining mix. Increased

input costs of power generation, consumables including

steel, diesel, and higher labour costs were experienced,

and will continue to remain a focus from a continuous

improvement and supply perspective.

PRODUCING MINES

DEVELOPING MINE

South America

Africa

Australia

Venezuela
Choco 10

Peru

Cerro Corona

Australia
St Ives
Agnew

Ghana
Tarkwa
Damang

GOLD FIELDS 2007

Damang experienced reduced gold production with the

depletion of various high-grade pits and reduced crusher

availability in the second half of the year. Progression at

the Damang Pit Cutback continued ahead of schedule

and remains on track to deliver full production by late

F2008. Exploration and the evaluation of projects

continued during the year in line with the expectations to

maintain and grow the operation’s life-of-mine.

Gold production at St Ives was consistent, with the open

pit operations and Leviathan underground operations

performing to expectation. There was a significant

improvement in the performance of the Argo underground

mine which impacted positively on the mine. The

Leviathan open pit project commenced at the end of

F2007 and will be the main source of open pit feed to the

mill and heap leach facilities over the next few years.

Development of a new underground mine (Belleisle)

commenced in the last quarter of F2007 with another

(Cave Rocks) planned to commence during the first

quarter of F2008.

At the Agnew mine, paste filling was implemented into the

underground mining method to overcome changing

ground conditions associated with depth. Delays in

commissioning the paste fill plant and additional

rehabilitation work of existing development resulted in

lower tonnages being mined from the high-grade Kim

South Lode. Processing requirements were supplemented

by additional tonnages from the Songvang open pit but at

a significantly lower grade.

Choco 10 had a difficult year in which gold production was

negatively affected by technical difficulties during the first

quarter. This was compounded by industrial action and a

continued lack of adequate process water volumes to run

the plant at full capacity for the second half of the year.

The mine has initiated a variety of measures to secure its

future water supplies from other sources. Notwithstanding

a promising start, mined quantities remained below

expectations.

EXPLORATION

Brownfield exploration remained the focus of the Australian

operations. At St Ives, US$17 million was spent on the full

field exploration strategy which identified and verified a

number of encouraging targets to be followed up in F2008.

At Agnew, exploration of US$7 million focused on the near

mine extensions at the Waroonga complex and improving

the definition of the Vivien project. In addition, significant

progress was made at Agnew on advancing land access

negotiations for continued exploration access to other

regional targets. In Ghana, Tarkwa exploration underwent a

period of consolidation as capital expenditure was focused

on infrastructure expansion. At Damang, drilling work on

12 geographically discrete palaeoplacer and hydrothermal

project areas was completed during the year. In Venezuela,

exploration work continued to improve and extend the

definition of the down-dip extension of the VBK

mineralisation as well as converting inferred resources

immediately adjacent to current pit designs, confirming our

belief in the long-term potential of the region.

COMMODITIES

The ongoing strength of the commodities’ cycle

maintained above-inflation cost pressure on all inputs

across the operations. To this end, we continue to

investigate a range of global supplier arrangements at

Group level to contain costs. Although cost containment is

a key motivator, we recognise that any such agreements

must be commercially driven by considerations such as

quality, cost, reliability, occupational health and safety

standards remaining central requirements. At a regional

level, Gold Fields has sought to achieve the benefits of

economies of scale by addressing the combined

procurement needs of a number of individual operations

where this proved advantageous. Thus, Tarkwa entered

into a joint venture with a tyre service provider to establish

a tyre retreading facility on site to serve Gold Fields

Ghana’s needs as well as those of the wider mining

sector. The 12-month diesel hedge was renewed in July

2006 and we anticipate renewing this arrangement for

F2008 to cap diesel cost increases.

OPERATIONAL REVIEW CONTINUED

INTERNATIONAL

GOLD FIELDS 2007

OUTLOOK FOR 2008

During F2008, the international operations will focus on:

• Improving safety, health, environment and community performance including the implementation

of the Group’s sustainable development framework

• Increasing total gold production through consistent performance from the Australian and

Ghanaian mines, improved performance from Venezuela and first production from Peru

• Completion of the key capital programmes, in particular the CIL expansion and heap leach

extension projects at Tarkwa

• Continuing to drive productivity improvements through improved employee training, technology

and benchmarking

• Managing inflationary pressures on key inputs through innovative procurement initiatives

• Delivering organic growth through continued brownfields exploration and conversion of targets

into development projects.

• Projected capital expenditure at R3.5 billion (US$500 million):

o R504 million (US$72 million) Tarkwa CIL plant

o R259 million (US$37 million) Tarkwa Teberebie Cutback

o R245 million (US$35 million) Tarkwa North Heap Leach Pad

o R1,127 million (US$161 million) Cerro Corona construction

o R233 million (US$46 million) St Ives underground projects

THE ONGOING STRENGTH OF THE

COMMODITIES’ CYCLE MAINTAINED

ABOVE-INFLATION COST PRESSURE ON

ALL INPUTS ACROSS THE OPERATIONS

The lack of availability of skilled staff in disciplines such as

geology, mining and geotechnical continues unabated with

demand in the construction sectors in regions such as

southern Africa, the Middle East and Asia increasing the

competition for skilled and experienced personnel.

Although Gold Fields boasts a strong pool of professionals,

the need for innovative approaches to attract and, above

all, retain experienced staff is greater than ever. In

Australia, the Group has accepted that it cannot always

compete in terms of salary. It has therefore increased the

flexibility of Group contributions to pension and private

healthcare costs as well as the encashment of long-service

leave. Measures aimed at the retention of older, more

experienced staff regarding pensions, health care and

children’s education were put in place during the year.

Although staff turnover remains high in Australian terms, it

has declined to levels more in line with peer organisations.

CAPITAL EXPENDITURE

Capital expenditure for the year was US$267 million

(R1,920 million) – excluding Cerro Corona – an increase

of US$118 million (R969 million) on F2006. The primary

project spends included:

•

Teberebie Cutback and initial expenditure on

processing optimisation projects;

•

CIL expansion and heap leach pad extensions at

Tarkwa;

•

Damang Pit Cutback waste stripping;

•

Heap leach pad extensions and improvement projects

at St Ives;

•

Underground mine development at Agnew;

•

Exploration at Agnew;

•

The water infrastructure programme at Choco 10; and

•

Exploration in Venezuela.

GOLD FIELDS 2007

OPERATIONAL

REVIEW

INTERNATIONAL OPERATIONS

TARKWA GOLD MINE

DURING THE SECOND QUARTER OF F2007, THE TARKWA CIL

EXPANSION AND NORTH HEAP LEACH EXPANSION PROJECTS WERE

APPROVED. THE CIL EXPANSION WILL INCREASE PLANT THROUGHPUT

TO 1.0 MILLION TONS PER MONTH, WHILE THE NORTH HEAP LEACH

EXPANSION PROJECT WILL CATER FOR ONGOING STACKING

REQUIREMENTS. THESE PROJECTS ARE EXPECTED TO BE

COMPLETED IN EARLY F2009.

Review of F2007

CIL and North heap leach expansion
approved

New record tonnage and mill throughput

Production: 697,149 ounces
Total cash costs: US$333 per ounce

16%

Tarkwa

F2007 CONTRIBUTION TO GROUP PRODUCTION

OPERATING PROFIT (R’mil)

F2006 F2007

200

400

600

800

1 000

1 200

1 400

1 600

TARKWA GOLD MINE

GOLD FIELDS 2007

SAFETY, HEALTH AND ENVIRONMENT

Tarkwa Gold Mine had a fatality free year in F2007.

The mine underwent a recertification audit and was

certified as compliant with the ISO 14001:2004

environmental management standard.

The Sustainable Community Empowerment and

Economic Development Programme (SEED) entered its

second year of supporting a range of alternative

livelihood, education, scholarship and training

programmes. It remains on track to improve the

livelihoods and quality of life of 30,000 members of the

16 stakeholder communities of our operations by 2010.

The HIV/Aids awareness campaign conducted by the

volunteer Peer Educators and Community Health

Facilitators reached over 5,000 employees, dependants

and contractors by year-end.

OPERATIONAL PERFORMANCE

During the second quarter of F2007, the Tarkwa CIL

Expansion and North Heap Leach Expansion projects

were approved. The estimated costs of these projects are

US$126 million and US$49 million respectively. The CIL

expansion will increase plant throughput from current

levels to 1.0 million tons per month, while the North Heap

Leach Expansion project is a planned extension of

existing heap leach pads to cater for ongoing stacking

requirements. These projects are expected to be

completed in early F2009.

Total gold production was 697,149 ounces (21,684

kilograms), slightly less than the 709,242 ounces

(22,060 kilograms) recovered in F2006.

The mine achieved new records in tonnage mined and

plant throughput during F2007. The increase in plant

throughput was driven primarily by an improvement in the

ability to blend ore to the SAG mill.

The overall grade recovered from the CIL plant was

1.51 grams per ton in F2007 (F2006: 1.58 grams per ton).

This marginal reduction is attributable to declining head

grade. Tonnage crushed to the heap leach process for

the year was 17,019 million tons compared with

16,800 million tons in F2006.

Total cash costs increased to US$333 per ounce (F2006:

US$292 per ounce) due to across the board increases in

virtually all key inputs including fuel, reagents, tyres,

spares related to equipment maintenance costs, wear

materials in crushing circuits, cement and cyanide.

In addition, the biggest contribution to unit cash cost

increases was the cost of on-site power generation arising

from the Akosombo dam experiencing its lowest water

levels ever recorded. In response to national load-

shedding requirements Gold Fields Ghana in a consortium

with AngloGold Ashanti, Golden Star and Newmont

purchased a nominal 80 Megawatt diesel powerplant to

supplement the sector’s power requirements. The

US$41.6 million cost of the plant was evenly shared by the

companies. The plant came on stream during first quarter

of F2008. Costs were also affected by the increase in

tonnage treated and in the cost of labour as an outcome

TARKWA

GOLD FIELDS 2007

Tarkwa

2007

2006

2005

Open pit mining
Waste mined

’000t

85,508

75,899

63,170

Ore mined

’000t

22,074

21,037

19,301

Head grade

g/t

–

1.2

1.3

Strip ratio

W:O

3.6

3.3

Processing
Tons processed

Milled

’000t

5,620

4,687

3,189

Heap leach

’000t

17,019

16,800

16,444

Total

’000t

22,639

21,487

19,633

Yield

Milled

g/t

1.5

1.6

1.5

Heap leach

g/t

0.8

0.9

1.0

Combined

g/t

1.0

1.0

1.1

Gold produced

Milled

8,457

14,638

4,685

Heap leach

13,227

7,422

16,366

Total

21,684

22,060

21,051

Total

’000oz

697

709

677

Total cash costs

US$/oz

333

292

234

Net attributable

598.6

445.2

304.0

earnings

US$m

83.1

69.6

48.9

Capital expenditure

775.6

299.7

469.6

US$m

107.7

46.8

75.6

OPERATIONAL REVIEW CONTINUED

INTERNATIONAL

of the wage settlement concluded during the second

quarter of F2007. A diesel hedge was put in place in

F2007 to cap diesel costs. In the light of the global tyre

supply crisis Gold Fields Ghana has entered into a joint

venture with a tyre service provider to establish a tyre

retreading facility on the Tarkwa mine site to serve the

needs of Tarkwa and Damang. It has the potential to

explore other commercial opportunities.

Revenue generated during the year was US$444.8 million,

with an operational cost of US$248.9 million as well as a

credit to Gold In Process of US$17.0 million, realising

an operating profit of US$213 million for F2007.

Net attributable earnings totalled US$83.1 million at an

average gold price of US$638 per ounce.

Capital expenditure for the year totalled US$107.7 million

mainly spent on capital waste mining (Teberebie cutback),

a down payment on the new ball mill, the purchase of the

secondary mining fleet, work on the CIL expansion

project, expenditure on the joint power project and the

tyre retread facility.

GOLD FIELDS 2007

OUTLOOK FOR 2008

The primary focus during F2008 will be on:

• Construction of CIL and heap leach pad expansion project

• Optimising grade blend from all pits to enable maximum mill throughput

• Gold production of 685,000 ounces

• Projected capital expenditure of US$185 million (R1.3 billion):

o US$72 million (R504 million) Tarkwa CIL plant

o US$37 million (R259 million) Tarkwa Teberebie cutback

o US$33 million (R231 million) Tarkwa North heap leach pad

GOLD FIELDS 2007

OPERATIONAL

REVIEW

INTERNATIONAL OPERATIONS

DAMANG GOLD MINE

DAMANG EXPERIENCED A YEAR OF TEMPORARY DECLINE FOLLOWING

THE DEPLETION OF VARIOUS HIGH-GRADE PITS AND THE DAMANG PIT

CUTBACK (DPCB).

NET ATTRIBUTABLE EARNINGS TOTALLED US$11.4 MILLION AT AN

AVERAGE GOLD PRICE OF US$636 PER OUNCE.

Review of F2007

• Gold production decreased by 20 per cent
• Damang Pit Cutback (DPCB) ahead of

schedule

• Cost increase due to declining head grade

and volume mined

• Phase one of East Tailings Storage Facility

(ETSF) construction raise completed

Production: 187,887 ounces
Total cash costs: US$473 per ounce

11%

Damang

F2007 CONTRIBUTION TO GROUP PRODUCTION

OPERATING PROFIT (R’mil)

F2006 F2007

100

150

200

250

300

DAMANG GOLD MINE

GOLD FIELDS 2007

SAFETY, HEALTH AND ENVIRONMENT

Damang Gold Mine had a fatality free year in F2007 and

has been fatality free since acquisition. The OHSAS

18001:1999 safety management system was recertified

unconditionally.

A recertification audit confirmed the mine’s continued

conformance with the ISO 14001:2004 environmental

management standard. Damang Gold Mine received the

Ghana Environmental Protection Agency Award for the

third consecutive year for being the most environmentally

committed mining company in Ghana.

OPERATIONAL PERFORMANCE

Damang experienced a year of temporary decline

following the depletion of various high-grade pits and the

progression of the Damang Pit Cutback (DPCB).

The Juno 2 South West pit was depleted, as planned,

resulting in a decrease in high-grade fresh ore mined

towards the end of F2007. This decrease was offset by

increased volumes from the lower grade B3 and fresh ore

B4 stockpile material fed to the plant. Thus, the grade of

ore treated during the year varied from 1.06 to 1.32 grams

per ton. In total, 3.1 million tons of ore and 28.1 million

tons of waste were mined.

The Kwesie North pit, which was an additional source of

oxide feed to the plant, was depleted during F2007. In

future, the Tomento pits will be the main source for the

plant, while increasing volumes of fresh ore will be mined

from the DPCB, minimising the requirement for lower

grade fresh ore B3 stockpile material. The DPCB

continues ahead of schedule and remains on track to

deliver full production by late F2008.

Total gold production was less than the previous year at

187,857 ounces (F2006: 235,086 ounces). This was due

to an equipment failure in the primary crusher, resulting in

a major shutdown and several lost days of crushing high-

grade fresh ore. Metallurgical recovery in the fourth

quarter also decreased due to low CIL tank availability.

Cash costs for F2007 averaged US$473 per ounce

(F2006: US$341 per ounce). The cost increases were due

primarily to the need for on-site power generation in

response to national load-shedding requirements. In

addition, there was an increase in tyres, fuel, liquid

petroleum gas and sodium cyanide costs and a rise in the

labour costs following a wage settlement during the

second quarter F2007. A diesel hedge was put in place in

July 2006 to cap diesel costs.

Exploration work during the year was completed across

12 geographically discrete palaeoplacer and hydrothermal

project areas. All exploration activities have now been fully

integrated into the environmental management system.

Revenue generated during the year was US$119.5 million,

with an operating cost of US$88 million and a charge to

Gold In Process of US$1.4 million, realising a net

operating profit of US$30.2 million for F2007. Net

attributable earnings totalled US$11.4 million at an

average gold price of US$636 per ounce.

Capital expenditure for the year totalled US$31.7 million

with major spend on mining the DPCB (US$23.4 million),

the raising of East Tailings Storage Facility (ETSF)

embankments (US$3.9 million) and the installation of an

additional leach tank (US$1.5 million).

DAMANG

GOLD FIELDS 2007

Damang

2007

2006

2005

Open pit mining

Waste mined

’000t

28,109

21,563

8,193

Ore mined

’000t

3,141

3,172

3,393

Head grade

g/t

1.2

1.47

1.62

Strip ratio

W:O

6.8

2.4

Processing

Tons milled

’000t

5,269

5,328

5,215

Yield

g/t

1.1

1.4

1.5

Gold produced

5,843

7,312

7,703

’000oz

188

235

248

Total cash costs

US$/oz

473

341

282

Net attributable earnings

81.8

123.9

83.0

US$

11.4

19.4

13.4

Capital expenditure

227.9

163.8

65.9

US$

31.7

25.6

10.6

OPERATIONAL REVIEW CONTINUED

INTERNATIONAL

GOLD FIELDS 2007

OUTLOOK FOR 2008

The primary focus during F2008 will be on:

• Completing the seventh CIL tank to increase metallurgical recovery through increased

residence times

• Progressing of Damang Pit Cut Back (DPCB) mining to increase high-grade fresh ore

supply to the plant

• Improving gold production as additional higher grade ore becomes available

• Completing the ETSF construction to the final design elevation

• Capital spend of US$27.3 million on the following major projects:

o DPCB US$15.0 million

o East Tailing Storage Facility US$3.2 million

o Seventh CIL tank US$1.1 million

o Exploration US$2.1 million

o Mill feed equipment US$1.7 million

GOLD FIELDS 2007

OPERATIONAL

REVIEW

INTERNATIONAL OPERATIONS

CHOCO 10 GOLD MINE

DURING THE YEAR UNDER REVIEW THE GROUP’S ATTEMPTS TO BRING

CHOCO 10 TO FULL PRODUCTION WERE BESET BY EQUIPMENT

FAILURE, LACK OF ADEQUATE PROCESS WATER VOLUMES AND

INDUSTRIAL ACTION.

Review of F2007

• Production constrained by water shortage

• Strategies put in place to access new water

sources

• Recapitalisation of process plant on track

• Resources and reserves increased net of

depletion

Production: 54,600 ounces
Total cash costs: US$523 per ounce

0.1%

Choco 10

F2007 CONTRIBUTION TO GROUP PRODUCTION

OPERATING PROFIT (R’mil)

F2006 F2007

CHOCO 10 GOLD MINE

GOLD FIELDS 2007

SAFETY, HEALTH AND ENVIRONMENT

Choco 10 Gold Mine had a fatality free year in F2007.

Environmental permitting issues and initiatives to access

new water sources diverted environmental capacity, but

the mine continues to move towards ISO 14001:2004

certification for F2008.

The first staff health baseline survey was completed to

support occupational health initiatives.

OPERATIONAL PERFORMANCE

During the year under review the Group’s attempts to

bring Choco 10 to full production were beset by a number

of difficulties. Production was impacted negatively by the

failure of the ball mill drive train which affected plant

throughput for 29 days during the first quarter of F2007.

This was followed by the continued lack of adequate

process water volumes to run the plant at full capacity and

increasingly restricted plant availability throughout the

year. Due to below-average rainfall, water levels in the

reservoir supplying the mine remained low.

A permit application to draw water from the Yuruari River

was lodged but was still pending at year-end. In addition,

the mine developed a borehole field to develop a longer

term reliable water source to supplement the mine’s

needs. The mine also held discussions with underground

mines in the area to take their excess water. Choco 10

engaged with a variety of outside parties to further the

complex permitting process to access new water sources

but progress has been limited to date. These measures

are expected to have a positive impact on plant availability

during F2008.

The water shortage was aggravated by two incidents of

strike action, which cost a total of 21 working days.

Concerns among local small-scale miners about access to

ore also complicated the relationship with the trade union as

both small-scale miners and union members come from the

same communities. These events arose from the need for

Gold Fields management and organised labour to

recognise the widely differing approaches to industrial

relations negotiations each party brings to the table. Gold

Fields remains committed to becoming an employer of

choice in the area and believes that a wide range of the

issues raised by the union are matters of implementation

rather than still requiring negotiation.

During the year, mining continued in the Pisolita, Coacia

and Rosika pits but at lower levels than anticipated due to

reduced plant availability and the industrial action during

the second and fourth quarters of F2007.

Mill throughput deteriorated during the year due to a shift

in ore type from hardrock to saphrolite ore and the

shortages of process waters. The problem was most

severe during the third and fourth quarters of F2007. It is

encouraging, however, that when water was available, the

mill throughput rates were slightly above nameplate

capacity. The upgrade of the process plant progressed

well throughout the year.

Total gold production was below expectations at 54,600

ounces. Total cash costs for the year averaged

CHOCO 10

GOLD FIELDS 2007

Choco 10

2007

2006

Open pit mining

Waste mined

’000t

4,657

1,296

Ore mined

’000t

1,102

449

Head grade

g/t

1.76

1.92

Strip ratio

W:O

4.2

2.9

Processing

Tons milled

’000t

1,001

454

Yield

g/t

1.7

1.7

Gold produced

1,699

787

’000oz

54.6

25.3

Gold sold

’000oz

55.7

28.3

Total cash costs

US$/oz

523

294

Net attributable (losses)/earnings

(35.0)

21.0

US$m

(4.8)

3.3

Capital expenditure

165.0

21.0

US$m

22.9

3.3

For the four month period ended June 2006

OPERATIONAL REVIEW CONTINUED

INTERNATIONAL

US$523 per ounce as a result of rising processing costs

due to lower production, buying in process water,

increased reagent use and contractor costs associated

with mill repairs and refurbishments.

Revenue generated during the year was US$36 million

with an operating cost of US$40.1 million and a Gold In

Process credit of US$4.9 million, realising an operating

profit of US$0.9 million for F2007. Net attributable loss

totalled US$4.8 million at an average gold price of

US$647 per ounce.

Capital expenditure for the year totalled US$22.9 million,

incurred mainly in the capitalisation of exploration work

and on plant upgrade and other infrastructure.

Exploration work during F2007 progressed well and

continues to improve and extend the definition of the down-

dip extension of the VBK mineralisation with a view to

commencing a feasibility study. High-grade mineralisation is

now defined over a strike-length of 800 metres and remains

open both along length and down-dip, confirming our view

of the long-term opportunities presented by the region.

GOLD FIELDS 2007

OUTLOOK FOR 2008

The primary focus during F2008 will be on:

• Restoring production to a level that maximises the use of infrastructure on site

• Finalising the collective bargaining agreement

• Developing relationships with all stakeholders to secure key permits

• Further defining the VBK exploration target

• Capital expenditure of US$29.8 million to focus on:

o the Yurari River pipeline to secure water supply – US$5 million

o US$8 million exploration

GOLD FIELDS 2007

OPERATIONAL

REVIEW

INTERNATIONAL OPERATIONS

ST IVES GOLD MINE

THE FEASIBILITY STUDY FOR THE LEVIATHAN CUTBACK
WAS COMPLETED AND APPROVED. THE PROPOSED BELLEISLE
UNDERGROUND PROJECT, TO BE ACCESSED FROM THE MARS OPEN
PIT, WAS APPROVED AND DEVELOPMENT COMMENCED.

Review of F2007

• Delta North and Thunderer pits brought into

production

• Belleisle underground project approved and

development commenced

• Costs were impacted by escalating

consumable costs, higher power and fuel
costs and higher open pit volumes mined

Production: 487,000 ounces
Total cash costs: US$424 per ounce

11%

St Ives

F2007 CONTRIBUTION TO GROUP PRODUCTION

OPERATING PROFIT (R’mil)

F2006 F2007

100

200

300

400

500

600

700

800

ST IVES GOLD MINE

GOLD FIELDS 2007

SAFETY, HEALTH AND ENVIRONMENT

St Ives remained fatality free for F2007. The site,

however, recorded six lost time injuries for the year, which

was extremely disappointing. By year-end, St Ives

achieved a serious injury frequency rate of 16.68, the

lowest rate recorded in the past 10 years of operation.

During the year, the operation implemented the Zero

Incident Programme (ZIP), a behaviour-based safety

awareness system commencing with the senior

management team and some key business partners.

The mine underwent recertification audits and was

certified compliant with AS4801:2000 Occupational

Safety and Health Management Systems and ISO

14001:2004 environmental management standard.

OPERATIONAL PERFORMANCE

In the Leviathan complex, the East Repulse

underground mine ceased production during the first

quarter of F2007 and most subsequent underground

material was sourced from Conqueror. This decrease in

underground volumes was only partially offset by higher

grade material from Argo.

During the first half of F2007, stripping ratios and pit

volumes decreased as the Mars pit approached its end of

life and the Delta North and Thunderer pits came into

production. Dilution control was improved through the

use of a smaller excavator at the Agamemnon pit. During

the second half of the year, stripping ratios again

increased with the development of the North Revenge pit

and the ongoing development of the Bahama pits. The

majority of the ore for the year was mined from the

Thunderer and Delta North pits although North Revenge

and Leviathan pits contributed to production from the end

of the third quarter of F2007.

The mill operation remained in line with expectation, but

was constrained by the capacity of tailings handling

systems limiting the oxide volumes as a percentage of total

throughput. Gold recovery from the heap leach varied

during the year due to slow-leaching Mars pit ore that was

previously stacked. The installation of the agglomeration

drum to improve heap leach recoveries, was completed in

the final quarter of the year. All new agglomerated product

was placed on the recently constructed stage 3 heap leach

pad. This will enable a quantitative assessment to be made

of the impacts of agglomeration on recovery.

The feasibility study for the Leviathan cutback was

completed and approved. The proposed Belleisle

underground project, to be accessed from the Mars open

pit, was approved and development commenced. The

mine is expected to contribute to gold production during

the last quarter of F2008.

Total gold production decreased slightly to 487,000 ounces

(F2006: 496,400 ounces). Total cash costs for the year

averaged A$540 per ounce (US$424 per ounce),

an increase from A$453 per ounce (US$339 per ounce) for

F2006. This was caused mainly by rising input costs,

principally power, fuel and accelerated waste charges,

together with an exchange rate impact.

Under the terms of the royalty arrangement pertaining to

St Ives, the 10 per cent price participation royalty on a

gold price above A$600 per ounce remained in effect

during the year. The impact of this for the full year was

A$9.9 million (US$8.6 million at US$16.65 per ounce).

ST IVES

TASMANIA

GOLD FIELDS 2007

Revenue generated during the year was A$395.6 million

(US$310 million) with an operational cost of A$262.7 million

(US$206.2 million) and a Gold in Process adjustment of

AS$4.9 million (US$3.8 million). Operating profit amounted

to A$128 million (US$100.4 million) for F2007.

Capital expenditure for the year totalled A$96.6 million

(US$75.8 million) with A$20 million being spent on

underground capital development at Argo, Belleisle and

Cave Rocks. A$16.5 million was also spent on

processing capital, including construction of the heap

leach pad 3, and the purchase and installation of an

agglomeration drum to improve recoveries. Exploration

expenditure of AS$25.4 million was also included in the

capital expenditure.

Exploration work during F2007 focused on improving the
understanding of the mineralisation discovered in the
Boulder/Lefroy corridor through a programme of

stratigraphic diamond drill holes as well as blanket coverage
of a large proportion of the prospective areas of the
tenements with aircore holes. This has generated a
significant number of targets that will be followed up in F2008.

Although at a high level, labour turnover has stabilised at
levels in line with that of our peers. Active strategies for
labour recruitment and retention are being put in place.

St Ives

2007

2006

2005

Open pit mining
Waste mined

’000t

–

19,743

23,701

Ore mined

’000t

3,928

4,487

3,738

Head grade

g/t

2.23

1.89

1.79

Strip ratio

W:O

6.83

4.40

6.34

Underground mining
Ore mined

’000t

133.6

1,771

2,134

Head grade

g/t

5.28

4.59

5.52

Processing
Tons processed

Milled

’000t

4,669

4,567

4,052

Heap leach

’000t

2,090

2,123

2,280

Total

’000t

6,759

6,690

6,332

Yield

Milled

g/t

3.27

3.3

3.7

Heap leach

g/t

0.9

0.9

0.6

Combined

g/t

2.2

2.3

2.6

Gold produced

Milled

14,176

14,404

15,107

Heap leach

969

1,036

1,286

Total

15,146

15,440

16,393

Total

’000oz

487.0

496

527

Total cash costs

A$/oz

540

453

447

US$/oz

424

339

336

Capital expenditure

545.8

336.5

636.0

US$m

75.8

52.6

102.4

Net earnings –
Total Australia

298.6

251.8

151.1

US$m

41.5

39.3

24.3

As a significant portion of the acquisition price was allocated to tenements of St Ives and Agnew on endowment ounces and also as these two Australian

operations are entitled to transfer and then offset losses from one company to another, it is not meaningful to split the income statement below operating profit

OPERATIONAL REVIEW CONTINUED

INTERNATIONAL

GOLD FIELDS 2007

OUTLOOK FOR 2008

The primary focus for F2008 will be on:

• Reviewing the Lefroy mill tailings handling system with a view to removing bottlenecks

• Developing the cutback to the Leviathan open pit to become a future base load for ore

supply to Lefroy mill and heap leach processing facilities

• Developing the Belleisle underground project and first ore production

• Developing the Cave Rocks underground mine to the north of Lake Lefroy

• Continuing exploration activity with a focus on early stage targets

• Capital expenditure of A$88.6 million (US$75 million) to focus on exploration and

underground development of Argo, Belleisle and Cave Rocks

GOLD FIELDS 2007

OPERATIONAL

REVIEW

INTERNATIONAL OPERATIONS

AGNEW GOLD MINE

EXPLORATION WORK DURING F2007 FOCUSED ON FURTHER DRILLING

TO IMPROVE THE DEFINITION OF THE VIVIEN PROJECT AND THE

ADVANCEMENT OF LAND ACCESS TO FACILITATE EXPLORATION

ACCESS FOR DRILLING OF OTHER TARGETS.

Review of F2007

• Songvang open pit grades lower than expected

• Waroonga underground performance well below

expectations due to lengthy delays in a past
fill plant

• Good progress with heritage surveys

made to secure future land access for
exploration activities

Production: 212,400 ounces
Total cash costs: US$295 per ounce

Agnew

F2007 CONTRIBUTION TO GROUP PRODUCTION

OPERATING PROFIT (R’mil)

F2006 F2007

100

200

300

400

500

600

700

AGNEW GOLD MINE

GOLD FIELDS 2007

SAFETY, HEALTH AND ENVIRONMENT

Agnew has remained fatality free since acquisition and by

the end of F2007 had been free of lost day injuries for

269 consecutive days.

The mine underwent recertification audits and was

certified as compliant with AS4801:2000 Occupational

Safety and Health Management Systems and the

ISO 14001:2004 environmental management standard.

OPERATIONAL PERFORMANCE

After a promising first quarter, gold production declined

due to lower grades from the Songvang pit and lower

tonnages delivered from Main lode and from Kim lode.

Constraints on availability of skilled personnel led to

delays in the construction of the paste fill plant which

impacted on stoping activities at Waroonga underground,

resulting in reduced performance. The paste fill plant was

fully operational by the year-end.

Kim lode has now been depleted and mining has shifted to

Kim South lode. Ore mining at the Songvang pit continued

to increase whilst average stripping ratios fell from 17 during

the first quarter to 1.6 by year-end as the pit deepened and

mining reached the main orebody. During the second half of

the year, Songvang’s grades also improved.

Total gold production was slightly down at

212,400 ounces from the F2006 record production of

222,400 ounces. Total cash costs for the year averaged

A$377 per ounce (US$ 295 per ounce) (F2006:

A$355 per ounce (US$266 per ounce)). Increased input

costs, principally labour, fuel, and reagents, contributed to

this. Capital pre-strip of Songvang was completed in the

second quarter with expensing of internal waste mining

occurring from the second quarter F2007, which

increased operating costs by A$19 million.

Revenue generated during the year was A$173.7 million

(US$136.3 million) with an operating cost of

A$91.5 million (US$71.8 million), realising an operating

profit of A$106.7 million (US$83.8 million) for F2007 at an

average gold price of US$642 per ounce.

Ca pital expenditure totalled A$36.4 million

(US$28.6 million), most of it incurred during the first two

quarters for the Songvang pre-strip and ongoing

development of the Waroonga underground complex.

Capitalised exploration expenditure amounted to

A$9 million (US$7 million).

Exploration work during F2007 focused on further drilling

to improve the definition of the Vivien project and the

advancement of land access to facilitate exploration

access for drilling of other targets.

Labour turnover continued at unacceptably high levels

among both staff and contractor workforces. Labour-

related measures aimed at retaining more experienced

staff through increased flexibility in company benefits,

were put in place.

AGNEW

TASMANIA

GOLD FIELDS 2007

OUTLOOK FOR 2008

The primary focus for F2008 will be on:

• Maintaining gold production at similar levels to F2007

• Increasing cash costs due to paste fill underground and draw down of Songvang ore

stockpiles

• Ramping up Waroonga Underground production to budgeted rates with the continuous

retreat and paste fill mining method

• Continuing to address high staff turnover

• Increasing exploration activity both adjacent to existing deposits and further afield

• Capital expenditure planned at A$30 million (US$25.7 million) mainly on the following

projects:

o A$8.2 million (US$7 million) Kim underground

o A$9.4 million (US$8 million) for exploration

Agnew

2007

2006

2005

Open pit mining
Waste mined

’000t

–

13,836

12,217

Ore mined

’000t

1,532

863

448

Head grade

g/t

258

2.13

2.22

Strip ratio

W:O

6.08

16.04

27.26

Underground mining
Ore mined

’000t

394

452

486

Head grade

g/t

11.69

12.10

12.07

Processing
Tons milled

’000t

1,323

1,323

1,170

Yield

g/t

5.0

5.2

5.6

Gold produced

6,605

6,916

6,609

’000oz

212

222

213

Total cash costs

A$/oz

377

355

310

US$/oz

295

266

233

Capital expenditure

205.7

117.7

206.2

US$m

28.6

18.4

33.2

OPERATIONAL REVIEW CONTINUED

INTERNATIONAL

STRATEGY FOR GROWTH

DEVELOPMENT PROJECTS

GLOBAL EXPLORATION

MINERAL RESOURCES AND RESERVES

GROWING

GOLD FIELDS

GOLD FIELDS 2007

Shortly after its formation in 1998, Gold Fields realised

that emulating the business models of the established

North American senior gold producers would not be

appropriate. Accordingly, the Group has developed and is

implementing a strategy that differentiates it from its

senior competitors on two basic levels:

•

The quality and scale of its assets; and

•

Its approach to growth.

Asset strategy

Recognising the growing global shortage of quality gold

assets, Gold Fields has always sought to own and

operate a few, large high-quality, long-life gold assets that

meet its Franchise criteria. Limiting the size and spread of

its asset base allows it to understand, manage and

optimise its mines more effectively in a business that is

extremely management intensive. While the Group has

one of the longest reserve lives in the industry, it owns

between one-half and one-third the number of mines of

its peers.

The long-life nature of Gold Fields’ assets is undisputed,

as shown in the table of reserve life portfolio below.

GROWING GOLD FIELDS

STRATEGY FOR GROWTH

The significance of this robust ore reserve position is that

it provides stable operating levels at most operations and

reduces the constant need to replace rapidly declining ore

reserves, that faces many of its peers. This is particularly

important in an environment of high asset prices.

This stability and continuity of production are critical in

meeting the ongoing pressure on unit costs.

Growth strategy

The Group has relied on its competitive strengths in

developing its growth strategy. Gold Fields has

successfully diversified internationally without becoming

embroiled in competition for major corporate deals.

The Group’s growth strategy has followed the hierarchy

as illustrated below, recognising that the greatest value

is generally created by those activities closest to the

bottom of the pyramid.

The key element of the strategy has been to focus on

value creation, which is possible only if:

Growth – Value Pyramid

•

Competitive situations are avoided or minimised;

•

A particular value or synergy is present in either the

acquisition, its development or the operation of the

mine;

•

The deal builds on or leverages existing Gold Fields

assets; and

•

It plays to our competitive advantage.

GOLD FIELDS 2007

This approach to growth has proved successful and,

together with the quality and longevity of its asset base,

accounts for the Group’s generally superior returns to

those of its peers over a range of valuation periods.

The core global growth of the Group flows from the

above-mentioned criteria and its 2004 commitment to

expanding international production by a further 1.5 million

ounces by the end of 2009. However, this commitment is

not to the exclusion of exceptional opportunities that may

arise in South Africa, such as the South Deep acquisition,

which is an excellent addition to the Gold Fields portfolio

and in no way detracts from the commitment to

international expansion.

The growing spread of the Group around the world

requires ongoing refinement of Gold Fields’ operating

philosophy and organisational structure. Central to this is

its commitment to the concept of a simple corporate

structure where decentralisation to regional executive

committees and mine management teams delivers local

accountability and appropriately skilled personnel closer

to each job. Maintaining a clear definition of roles and

responsibilities is critical for the functioning of a simple

and effective performance management system.

The corporate functions remain focused on the delivery of

expertise and thought-leadership, providing the ‘glue’ that

builds a common approach for the globalising workforce.

They also promote the Franchise by providing the

expertise to ensure well communicated policies, effective

internal processes and controls, and the maintenance of

philosophies and standards through a support, rather

than a direct management role.

CONSOLIDATING THE SOUTH AFRICAN BASE

During the year, Gold Fields committed some R25 billion

to investments in South Africa through the South Deep

acquisition and the decision to proceed with the

Driefontein 9 shaft project. This remarkable commitment

demonstrates three realities; that South African deep-

level mining reflects Gold Fields’ core competency and

competitive advantage; that much of the world’s

undeveloped ore reserves are located in South Africa;

and that South Africa remains one of the preferred gold

mining environments in the world today, with excellent

infrastructure and services, sound regulation, security of

tenure, a well established mining industry and limited

competition.

The Driefontein 9 sub-vertical shaft depth extension is a

five-year sinking and equipping project designed to access

an additional 8.5 million ounces of reserves that will

extend the life of the Driefontein operation by at least an

additional 13 years to approximately 2035. Once fully

operational, the sub-vertical 9 shaft system will be the

deepest mine in the world.

The South Deep acquisition was the largest and most

complex Gold Fields has ever executed because of:

•

The multiple ownership of the mine;

•

The poor financial condition of Western Areas Limited;

and

•

The encumbrance of a hedge book with a large

negative marked to market liability.

South Deep is one of the most important developing gold

mines in the world with reserves of 30.6 million ounces

contained in a resource of 66.8 million ounces.

Its acquisition constitutes a decisive and logical addition

to the Gold Fields Franchise of high-quality long-life

mines. The project will leverage Gold Fields core

competencies of deep-level mining and highly efficient

bulk mechanised mining.

South Deep is located adjacent to the Group’s Kloof

Mine and we were, therefore, confident of the advantage

this gave the Group in understanding the current and

GOLD FIELDS 2007

future opportunities and needs of the orebody. The

resultant synergies will be developed on a number of

levels, such as:

•

The acceleration of access to the South Deep

orebody; and

•

The commercial and financial benefits flowing from

consolidating much of the operations.

The integration of South Deep into Gold Fields and the

realisation of the long-term synergies that feed through to

the bottom line, are the highest priority for the Group in

South Africa. The acquisition has also given the Group

one of the longest reserve lives in the industry.

The strength of Gold Fields’ asset base has provided the

platform from which to grow internationally. The South

Deep acquisition and the Driefontein shaft extension

project, together with the approval of the new-order

mining rights, provide Gold Fields with a solid foundation

from which to pursue its commitment to further

international growth.

FOCUSING ON FURTHER INTERNATIONAL

GROWTH – 2007

Notwithstanding the demands of the South Deep

transaction, Gold Fields’ international growth programme

was unaffected with the first priority being to ensure the

sustainability of the Group’s existing non-South African

operations. To this end, the following mine life extension

projects were initiated during F2007:

•

Tarkwa CIL plant and heap leach expansion; and

•

St Ives Leviathan project.

In addition, a brownfields exploration spend of

US$42 million is forecast for F2008.

Furthermore, the Group continued to advance the

development of the following three important greenfields

projects:

•

Cerro Corona Project – Peru;

•

Essakane Project – Burkina Faso; and

•

Arctic Platinum Project – Finland

GROWTH STRATEGY BEYOND 2007

Of the original target of adding 1.5 million ounces of

international gold by 2009, 600,000 ounces remain to be

achieved by year-end 2009. The continued international

growth will likely be sourced from the following hierarchy

of approaches:

•

District consolidation – ‘bolt-on’ acquisitions;

•

Organic growth – mine expansion; and

•

Greenfields exploration.

In the short term, the Group will continue its focus on

growth efforts in those regions of the world where it

already has an operating presence, the desired critical

mass and the perceived opportunities, preferably located

immediately adjacent to existing assets. With successful

growth secured through South Deep and Cerro Corona,

in particular, the Group has tightened its targeting criteria

from the ‘rule of two’s’ to ‘rule of fives’. The former

referred to targeting assets clearly capable of supporting

200,000 ounces per annum from 2 million ounces of

reserves. The latter reflects the need to pursue assets

closer to 500,000 ounces of annual production, such as

Cerro Corona, in order to maintain the Franchise of a few

large high-quality, long-life assets.

GROWING GOLD FIELDS CONTINUED

GOLD FIELDS 2007

CERRO CORONA

During the year, the Cerro Corona project continued to

gain strong support among its local and more distant

stakeholder communities through a strategy of active,

transparent community engagement and co-operative

development initiatives (see the Stakeholder Engagement

and Investing in Communities sections pages 95 and 128).

The bulk of these efforts remained focused on ensuring

that local communities perceived the direct benefit of the

project through the employment it generated and the use

of local contractors in the construction phase. At the start

of F2007, some 600 local residents were employed on

the project, either directly by the Group or through various

contractors. During the year, this figure fluctuated

between 500 and 900 residents.

In the light of this, it was disappointing that an illegal road

blockade of the project commenced in mid-October 2006.

The blockade was motivated by local political activity

ahead of the November mayoral elections, with demands

focused on increased employment of local residents and

the increased use of local contractors, despite Gold

Fields having already exceeded commitments made in

both respects. On site, however, it was clear that this

action was not supported by the majority of residents

living near the project who immediately suffered the

negative effects of the blockade imposed by people from

outside the area.

The local support, coupled with continuous dialogue with

Peruvian ministry officials, assisted in achieving the

speedy lifting of the blockade which, nonetheless, caused

three weeks’ lost construction time on site. Once work

resumed on 15 November 2006, the mining operations

quickly returned to pre-stoppage.

There were no significant on-site environmental incidents

during F2007 and with only a single lost time injury, safety

performance was excellent for a project of this nature.

On the operations front, a complete management

complement, along with a mining and geology operations

teams, was established during the year. The first half-year

saw mining volumes in the Cerro Corona surface mine

ramped up to volumes of approximately 1.0 million tons

per month. Most of the resource, grade control, mine

planning and control systems are well established.

Through the year, some 7.7 million tons were mined,

made up of roughly 20 per cent oxide ores and 80 per

cent overburden. Oxide ores, which have an average

grade of approximately 1.6 grams per ton, are being

stockpiled for treatment at a later date. It was originally

planned to toll-treat this ore at a local, independently

owned heap leach operation but this was not pursued

because of the unattractive economics and the

realisation that treating this ore in-house would provide

better returns.

The surface mining was ramped down during the last

quarter of F2007 as the mining faces exposed sulphide

ore and the mining fleet focused on quarrying materials

for bulk earthworks and structures.

During the year, the focus of project development

activities shifted from engineering and procurement to

large-scale on-site activity. The first half-year saw a

focus on site preparation and topsoil recovery,

temporary and permanent man-camp installation,

rainfall run-off control, road rehabilitation and bulk

earthworks for the various construction platforms. By

the beginning of the third quarter, the construction

contractor was moved on site and activity shifted to the

erection of the process plant. Civil and earthmoving

DEVELOPMENT PROJECTS

GOLD FIELDS 2007

work in this period focused on construction of the

various large haul roads required to access the tailings

management facility (TMF) embankment and

preparation of the TMF embankment footprint.

By year-end, three important milestones had been

achieved on the construction front:

•

No 1 haul road had access to the TMF embankment;

•

The TMF embankment footprint had been cleared and

prepared for commencing the actual construction of

the TMF; and

•

The 24-foot diameter SAG mill shell had been placed

in position on its pedestal.

Furthermore, the majority of the engineering work had

been completed while the procurement of all major

equipment was sufficiently advanced and on schedule to

be removed from the critical path of the project. All major

construction packages had also been placed with the

various contractors.

The greatest challenge on the engineering front has been

the finalisation of the design for the TMF. In view of the

complexity and scale of this large structure in the very

rugged terrain of the Andes, a rigorous internal and

external review process was undertaken throughout the

year.

This included establishing an Independent

Geotechnical and Tailing Dam Review Board (IGTRB)

which assessed and approved the final design

specifications for the structure.

Project management has been severely complicated by

the shortage of skills and services from outside

engineering companies. Consequently, the Group

established a project management team made up

largely of its own employees to manage all aspects of

the project. This has worked exceptionally well to date

and has helped to develop Gold Fields’ project

management capacity.

Completion remains on track for January 2008 with the

project being expected to commence ore treatment in the

same month, culminating in the shipment of concentrates

in the third quarter of F2008. Based on this schedule, full

production should be achieved by the end of F2008.

The greatest risk to maintaining the schedule relates to

productivity in the construction and emplacement of both

the bulk fill material and the engineered rock zones in the

TMF embankment, with extreme weather or community

activism presenting the major threats.

By year-end, the cumulative project commitments on

construction had reached US$282 million with cash

expenditure to date of US$216 million. To date, the total

capital construction cost forecast of the Cerro Corona

project remains at US$343 million. However, there is still

considerable construction work to be done before

completion of the project by end of the second quarter

F2008. In particular, a large portion of the remaining

construction effort and expenditure is associated with

the TMF embankment construction, the productivity of

which will determine final cost and schedule.

At full production, the project is expected to produce over

its life, on average some 150,000 ounces of gold and

26,000 tons of copper in concentrate per annum,

exceeding this in the first few years. Total cash costs are

currently estimated at approximately US$300 per gold

equivalent ounce, in the first full year of production.

However, this level can be affected by copper prices, to

which the smelting charges are geared, along with any

further moves in major input commodity prices.

GROWING GOLD FIELDS CONTINUED

DEVELOPMENT PROJECTS

GOLD FIELDS 2007

ESSAKANE

During F2006, work on the Essakane project in Burkina

Faso focused on exploration and the generation of a

resource for feasibility purposes. A resource of 2.4 million

ounces (at 1.0 gram per ton cut-off grade) was reported,

but it was recognised that a significant re-assay

programme was needed to increase confidence in grade

estimates, which was complicated by a high nugget effect

in the orebody.

During the initial phase of this extensive programme in

F2007, delays were experienced due to the inability of

domestic laboratories to provide assaying services of an

acceptable quality. These issues were resolved and the

re-assay data was used to update the resource model for

the Bankable Feasibility Study (BFS) by mid-year F2007.

BFS work commenced in the second half of F2007 and is

due for completion in the first quarter of F2008. Upon

finalisation of the BFS, Gold Fields will increase its

ownership from 50 to 60 per cent. During F2007, Gold

Fields also executed the project commercial and

operating agreements with its partner, Orezone

Resources Inc.

The project team has maintained an active presence on

the Essakane site and has developed an in–country

capacity in Burkina Faso. A policy of active

engagement with the local communities was maintained

to manage expectations of the project’s future benefits

prior to the project approval stage. However, the project

made a number of targeted contributions to the

expansion of the local social infrastructure with the

explicit proviso that the community or local government

commit to their sustainability in the event of the project

not proceeding. (See Investing in Communities section

page 129).

At mid-year, resources reporting within a US$650 per

ounce shell at 1.0 gram per ton cut-off, are estimated at

43 million tons at 2.4 grams per ton for a total of

3.3 million in situ ounces. Approximately 80 per cent of

this inventory remains classed as an indicated resource.

At this stage, the feasibility study is targeting a project

involving the conventional surface mining and treatment

of 5.4 million tons of ore per annum from the Essakane

deposit. Processing will involve conventional CIL

treatment and the project is expected to produce

approximately 300,000 ounces of gold per annum. Total

cash costs on the initial years of the project’s life are

estimated at between US$300 and US$350 per ounce.

It is expected that the feasibility study will be completed

successfully in the first quarter of F2008. In that event, it

is anticipated that permitting and negotiations of the

mining convention with the government will be concluded

by the end of the second quarter F2008. Should a

decision be made to proceed with the project at that point,

the project operations are expected to commence in the

third quarter of F2010.

GOLD FIELDS 2007

GROWING GOLD FIELDS CONTINUED

DEVELOPMENT PROJECTS

ARCTIC PLATINUM PROJECT

During F2007, North American Palladium Finland OY

(NAPF), a wholly-owned subsidiary of North American

Palladium Limited (NAP), continued its earn-in into the

Arctic Platinum Project in Finland and further drilling of

certain deposits at Arctic Platinum Project (APP) was

completed. The results of this programme are currently

under review which, along with the evaluation of a range of

processing options for the project, will result in a pre-

feasibility study being issued shortly by a third party

engineering consultancy. This will provide the basis for NAP

completing a feasibility study during the last quarter F2008.

APP resource statement (100%)

Grade

Metal

Individual metal grades 2007

2PGE

Tons

+ Au

Classification

(Mt)

(g/t)

(’000 oz)

(g/t)

(%)

Measured

38.6

2.34

2.907

1.75

0.44

0.15

0.23

0.10

Indicated

54.0

2.03

3.522

1.52

0.37

0.14

0.23

0.09

Inferred

75.7

2.54

6.173

1.93

0.50

0.10

0.15

0.07

Total

168.3

2.33

12.601

1.76

0.45

0.12

0.19

0.09

GOLD FIELDS 2007

During F2007, Gold Fields spent US$47 million on near

mine exploration and US$41 million on greenfields

exploration – a total exploration spend of US$88 million.

The year also marked a significant evolution in the

approach to exploration against the background of

two considerations:

•

A global shortage of quality gold projects; and

•

Immense liquidity from the equity markets presently

funding juniors thereby reducing the scope of

conventional earn-in deals.

This has necessitated an increase in the generative effort

within the exploration group to develop new opportunities

in under-explored areas, and a change in the nature of

business and deal-making relationships regarding

exploration.

With the Group’s success in building a growth pipeline

with the acquisitions of Cerro Corona, South Deep and

Choco 10, Gold Fields has also tightened its project size

criteria. This places greater emphasis on exploring new

locations that are able to host Gold Fields Franchise

assets and brings fresh conceptual thinking to bear on

more mature regions.

To meet this demand, project generation focuses on high-

quality exploration targets in emerging belts/camps

worldwide based on three selected deposit types, namely:

Au-Cu porphyries, high sulphidation epithermal systems

and sediment-hosted orogenic gold deposits. The

objective is to develop a pipeline of early stage

discoveries that have the potential to develop into world-

class gold mines.

As part of this generative effort, Gold Fields continues its

worldwide search for new project areas using its internally

developed Global Business Area Rating (GBAR) tool.

GBAR is based on an exhaustive analysis of consolidated

data from areas with potential mineralisation in various

regions of the world. It assists in increasing the probability

of finding Gold Fields Franchise assets and places great

emphasis on finding the three selected deposit types.

GBAR involves the ranking of approximately 125 gold

sub-provinces. Of these, 26 were evaluated in greater

detail, generating some 150 targets that will form the

basis of our early-stage acquisitions in future.

Apart from the search for countries and provinces that

have the geological potential to host Gold Fields calibre

mines, considerable effort is also being expended by the

exploration and corporate development groups on

assessing which countries are likely to be amenable to

large-scale future mining. Against the background of

rapidly declining gold reserves, the Group’s approach is

one of managing and pricing in risk rather than general

risk aversion.

In the light of the current market conditions and the

need to facilitate entry points into new countries, Gold

Fields has continued to seek out value-adding

opportunities through strategic partnerships to access

regions viewed to be of long-term strategic significance.

An example of this is our alliance with Sino Gold. China

is of material importance for the future of the gold

sector, both as a producer and eventual retail market for

gold products. Through the alliance, we have gained the

early-mover advantage in the sector’s search for world-

class gold assets in this highly prospective country.

Entering into alliances, or securing an equity stake in

junior exploration companies with concomitant rights to

participate in joint venture projects, is an established

model for Gold Fields and has proved an effective

method to mitigate the risks and start-up costs

associated with entering new political jurisdictions.

GLOBAL EXPLORATION

GOLD FIELDS 2007

GROWING GOLD FIELDS CONTINUED

GLOBAL EXPLORATION

With five regional exploration offices situated in key

strategic locations around the world, Gold Fields is well

positioned to take advantage of these types of

opportunities when they arise. Our exploration team

networks effectively with the global mining industry, and is

capable of acting quickly to both capitalise on, and

generate exploration opportunities at all stages of the

development cycle.

Progress during F2007 on some of the Group’s important

exploration projects, is summarised below.

KISENGE PROJECT

At the 80 per cent owned Kisenge Project in the Katanga

Province of the Democratic Republic of the Congo, a total

of 135 aircore holes totalling 4,176 metres and 15

diamond holes totalling 2,352 metres were drilled during

F2007. Approximately 15 per cent of the Phase 2

programme has been completed and entailed drill-testing

seven targets along a 100 kilometre belt of anomalous

gold mineralisation. To date, drilling at Mpokoto has

outlined three stacked, shallowly-dipping mineralised

horizons (4 to 28 metres thick, grading between 1.0 and

3.5 grams per ton Au) hosted in deformed metasediments

and tested over approximately only 500 metres of strike

along a seven kilometre mineralised trend. The results,

together with earlier exploration data, suggest the

association of gold mineralisation with conglomerates

that have geologic analogues to the Damang Mine in

Ghana. The drilling programme at Mpokoto, Kajimba and

several other targets will continue for most of F2008.

Additional regional reconnaissance work will be

conducted to identify further targets to be followed up.

SANKARANI PROJECT

At the Sankarani Project in Mali, Gold Fields is earning a

65 per cent project interest from Glencar Mining plc.

To date, just over US$2.5 million has been expended

giving Gold Fields an effective 25 per cent interest in the

project. 168 holes totalling approximately 12,500 metres

were drilled. The initial drilling was completed early in

F2007 and follow-up RC drilling took place on the Kabaya

South target during the second half of F2007. Gold Fields

has the right to increase its stake in the project to 51 per

cent by spending an additional US$1.5 million by the end

of the second quarter F2008.

CONSOLIDADA DE HUALGAYOC JOINT VENTURE

In Peru, Gold Fields entered into a 50:50 joint venture with

partner Buenaventura in the fourth quarter of F2007 to

explore the Hualgayoc District surrounding our Cerro

Corona project. The combined mineral concession of the

two partners totals 14,664 hectares. The agreement

allows Gold Fields to secure 60 per cent of any Cu-Au

resource that can be processed at Cerro Corona, or of a

stand-alone gold resource greater than 2 million ounces.

Nine priority targets have been identified to date, with

drilling at the Cerro Jesus, Titan-Arabe and Quijote

targets planned for the first half of F2008.

DOMINICAN REPUBLIC JOINT VENTURE

At the GoldQuest joint venture in the Dominican Republic,

drilling tested three early stage epithermal targets (Hondo

Valle, Escandalosa and La Resbalosa) with disappointing

results. However, geologic mapping and IP resistivity

surveys at the Cerro Dorado, Piedra Iman and Josefina

targets have defined attractive drill targets which have

been selected to be drilled in the first half of F2008.

Follow-up work in the Loma Viejo Pedro and Los

Jengibres concessions has identified new zones of gold

mineralisation with gold values up to 18 grams per ton in

rock chip samples. More detailed work, including

mapping and geophysics, will be completed during the

first half of F2008 to define initial drill targets for these

new areas.

GOLD FIELDS 2007

GOLD FIELDS-SINO GOLD ALLIANCE

As mentioned previously, Gold Fields finalised the

agreement governing the strategic alliance with Sino Gold

Limited. Gold Fields will contribute its technical and

operational expertise to the joint venture while benefiting

from Sino Gold’s track record and experience as an

operator in China, which will be of strategic benefit in

bringing any project to production.

In terms of the agreement, Gold Fields exploration

properties in China and its operating staff were transferred

to Sino Gold, with both parties co-funding future exploration

focused on projects greater than 5 million ounces. The

initial focus for the alliance is to acquire porphyry Cu-Au

and high sulphidation epithermal targets throughout China.

Following a significant equity investment of US$48.7 million

by Gold Fields in Sino Gold in the second half of F2007,

Gold Fields held 17.4 per cent of Sino Gold at year-end,

which followed its successful secondary listing on the Hong

Kong Stock Exchange in March 2007.

CENTRAL VICTORIA PROJECT

The Central Victoria Project, in the Australian State of

Victoria, consists of the Lockington and Fosterville East

tenements. The project has targeted regional structural

controls on major known deposits in the famous Bendigo-

Ballarat belt and projected these trends under soil cover of

the Murray Basin sediments to the north. Evidence from

initial core drilling highlighted another potential target to

the east of the Lockington South prospect and systematic

shallow aircore drilling through 40 to 100 metres of cover

has defined a new gold anomaly seven kilometres long

and some three kilometres further to the east. This latter

trend has yet to be diamond drilled. A further

35,500 metres of aircore and 2,400 metres of diamond

drilling were completed during the year. To date, over

100,000 metres of aircore and almost 10,000 metres of

diamond drilling have been undertaken. Gold Fields will

complete its earn-in at Fosterville East by the end of

calendar 2007.

NEW SOUTH WALES GENERATIVE

Three new joint venture projects were initiated from a

project generation alliance with Geoinformatics Exploration

Inc covering the East Lachan porphyry Cu-Au province in

the Australian state of New South Wales. The style of

mineralisation sought is similar to the large Cadia-

Ridgeway operation of Newcrest Mining Limited, which is

located in the region. After a two-year evaluation period,

high prospectivity targets were identified using

Geoinformatics sophisticated target selection methodology,

resulting in a portfolio of 14 projects being acquired by the

alliance. Gold Fields can acquire an 80 per cent interest in

the three joint venture projects by spending A$5 million on

exploration over three years. The remaining projects will

stay with Geoinformatics, with Gold Fields retaining a back-

in right on discoveries in excess of 2 million ounces Au

equivalent. Initial exploration of the three joint venture

projects has commenced and eight individual targets will

be defined further and tested by a combination of

geophysics, aircore and RC drilling in F2008.

DELEMARIAN PROJECT

The Delemarian Project is a significant new grassroots

project acquired in South Australia over a sediment

hosted orogenic gold target defined through the global

project generation process. Areas of favourable geology

under soil cover were interpreted from the excellent

quality regional geophysics available in South Australia.

Gold Fields has commenced the first substantial gold

exploration programme to be conducted in the

Delemarian project area, comprising an initial 20,000

metres of aircore drilling over priority targets.

TALAS PROSPECT

A new equity investment and joint venture option was

concluded early in F2007 with Lero Gold Corp regarding

their Talas prospect in Kyrgyzstan. The proceeds of this

C$2.5 million placement will be directed towards the next

phase of exploration and, upon completion, Gold Fields

will have the right to enter into an earn-in arrangement on

the project.

GOLD FIELDS 2007

MINERAL RESOURCES AND RESERVES

OVERVIEW

The Group continues to recognise the need for

transparency and materiality in the disclosure of

Resources and Reserves. In support of this core

deliverable, this statement for 2007 outlines the status and

changes at each property. Consistency in reporting among

the operating mines and compliance with public regulatory

and internal codes of practice has been paramount in the

preparation of this report. The Resource and Reserve

figures are derived from a strategic and operational

planning process at each of the Group’s operating mines.

Reserve estimates are based on many factors (modifying

factors) including estimates of future production costs,

future commodity prices and, notably in South Africa, the

exchange rate between the rand and the US dollar.

Gold Fields reports its Resources and Reserves in

accordance with the South African Code for the

Reporting of Mineral Resources and Mineral Reserves

(SAMREC Code), which sets out minimum standards,

recommendations and guidelines for Public Reporting of

Exploration Results, Mineral Resources and Ore Reserves

in South Africa. Cognisance is taken of other relevant

International Codes, where geographically applicable, such

as SEC Guide 7, Australian JORC Code and Canadian NI

43-101. Mineral Resources are inclusive of the Ore Reserve

component. In terms of SAMREC, the term ‘Ore Reserves’

is the same as that applied for ‘Mineral Reserves’.

As part of Gold Fields’ SOX Project, a leading

independent global mining industry consultant has

undertaken a SOX compliance assessment within the

sphere of Mineral Resource Management (MRM).

Covering the entire Group’s MRM function, this audit is

run in parallel with the external Resource and Reserve

audits and underpins the internal control process, leading

to high-quality corporate governance practice.

SALIENT HIGHLIGHTS

As at 31 December 2006, Gold Fields had total

attributable precious metal Resources, including copper

as gold equivalents, of 251.7 (2006: 179.3) million ounces

and total attributable gold and copper-gold equivalent

Reserves of 93.8 (2006: 65.3) million ounces. Total

attributable gold Resources (excluding platinum and

copper equivalents) are 235.0 (2006: 163.9) million

ounces and attributable gold Reserves are 91.6 (2006:

63.1) million ounces, net of 12-month attributable

depletions of 4.4 and 4.2 million ounces respectively.

South African operations have benefited from the

acquisition of the South Deep Gold Mine and have a

declared attributable gold Resource of 199.7 (2006:

131.8) million ounces and an attributable gold Reserve of

73.9 (2006: 45.1) million ounces, net of a head grade

depletion of 2.8 and 2.6 million ounces respectively.

International operations have a declared attributable gold

Resource of 33.4 (2006: 30.7) million ounces and an

MINERAL RESOURCES (RESOURCES) AND ORE RESERVES (RESERVES)

2007: REVIEW

• 40 per cent increase in the attributable gold equivalent Mineral Resource

• 44 per cent increase in the attributable gold equivalent Ore Reserve

• Driefontein, Kloof and Beatrix converted to new-order mining rights

GOLD FIELDS 2007

The price assumptions tabled below were used as a basis for the estimation in this declaration.

31-Dec-06

31-Dec-05

Geographical location

Unit

Reserves

Resources

Reserves

Resources

Ghana & Peru

US$/oz gold

500

650

400

475

Australia

A$/oz gold

650

875

560

650

South Africa

ZAR/kg gold

100,000

135,000

92,000

105,000

South Deep

ZAR/kg gold

87,193

–

Peru

US$/lb copper

1.25

1.75

1.00

1.15

Venezuela

US$/oz gold

500

650

375

–

Assumed gold prices are in accordance with the US Securities and Exchange Commission (SEC) guidelines, and approximate to historical three-year
average commodity prices and exchange rates

WLR Consulting. These Resource and Reserve

estimates were updated at the end of 2006 using new

commodity prices and updated technical and economic

parameters, including any changes to mine and

processing designs.

At Essakane, the Interim Resource within the

US$650/oz pit shell has been classified as Indicated and

Inferred by Snowden based upon the continuity of

mineralisation as well as the confidence in the

mineralisation interpretation and data spacing. The pit

shells developed from the Interim Resource are being

applied to the Bankable Feasibility Study. The

US$650/oz pit shell, supported by condemnation

drilling, is being used to position infrastructure such as

overburden and tailing storage sites.

attributable gold Reserve of 17.7 (2006: 18.0) million

ounces, both net of a depletion of 1.5 million ounces.

South Africa’s contribution to total attributable gold

equivalent Reserves increased from 69 per cent to 79 per

cent, primarily due to the inclusion of South Deep at

33 per cent of the total.

The South Deep figures reported are as reviewed and

approved by an Independent Review Panel (IRP) of

consultants as at December 2005, and updated for

inclusions and mining depletion to 31 December 2006.

Resource and Reserve estimates for the Cerro Corona

deposit are based on resource and reserve models

developed in 2005 by the Norwest Corporation and by

SOUTH AFRICAN OPERATIONS

The South African declaration reflects the acquisition of

South Deep, which has added significantly to the Group’s

overall Resource and Reserve position. The South

African Resource base has increased by 51 per cent,

while the Reserve has increased by 64 per cent, net of a

mined Reserve depletion of 2.6 million ounces from Kloof,

Driefontein and Beatrix.

•

The depth extension projects at the Kloof and

Driefontein mines have both received board approval

and represent a ZAR4.8 billion investment.

•

Exploration has increased year on year, with drilling

expenditures for F2007 exceeding ZAR31 million at

Kloof, Beatrix, Driefontein and South Deep.

Exploration is multi-disciplined and is a combination of

surface and underground drilling and seismic

remodelling to test future mining extensions, structural

complexity and secondary reef mining potential.

GOLD FIELDS 2007

MINERAL RESOURCES AND RESERVES CONTINUED

Drilling expenditure (Actual for F2007 – excludes

cover drilling)

ZAR

US$

Metres

Operation

million

drilled

Driefontein

10.10

1.62

23,164

Kloof

14.75

2.37

19,878

Beatrix

5.24

0.84

15,186

South Deep

1.23

0.20

2,131

Total

31.32

5.03

60,359

Exchange rate US$1.00:ZAR6.22

For period December 2006 to June 2007

•

The South African operations’ Life-of-Mine (LoM)

plans are generated using the Integrated Resource

and Reserve Information System (IRRIS), and the

financial modelling is enhanced with the economic and

scenario planning models now incorporated at each

operation. The new IRRIS data warehouse and SAP

interface project will be commissioned shortly, to

enhance information standardisation, consistency,

security and integrity.

•

The old-order mining rights of three of Gold Fields’

South African mines have been converted in terms of

the MPRDA, those of Driefontein and Kloof with effect

from 30 January 2007 and that of Beatrix from

7 February 2007. The application for the conversion of

South Deep’s old-order rights is in progress.

INTERNATIONAL OPERATIONS

•

Exploration programmes continued across all five of

the international operations, with drilling expenditure

for the twelve months to 30 June 2007 in excess of

US$41 million. Cerro Corona only conducted grade

control drilling during this period. St Ives accounted

for 47 per cent of the expenditure, Choco 25 per cent

Agnew 20 per cent, Damang 7 per cent and Tarkwa

1 per cent.

Drilling expenditure

(Actual for F2007 – all

inclusive costs)

Operation

US$ million

Metres drilled

Tarkwa

0.63

5,625

Damang

2.78

30,869

St Ives

19.56

213,561

Agnew

8.29

87,928

Choco 10

10.33

50,512

Cerro Corona

–

Total

41.60

388,495

Excludes grade control drilling. Exchange rate US$ 0.7692:A$1.00

Includes A$680,000 (US$0.523 million) spent on archaeological and
geophysical surveys

Developing mine – grade control drilling only

•

The international operations and growth projects

currently account for 21 per cent of the Group’s

attributable gold equivalent Resource and Reserve base.

•

At Tarkwa, the Resource ounces have decreased

overall by 6 per cent since the 2006 declaration. In

addition to mining depletion, the Reserve ounces

have reduced by 4 per cent due to rezoning of the

reefs, grade control tonnage and structural

reconciliation adjustments. This is based on a

significant increase in grade control and resource

definition drilling as well as in-pit geological data. The

rezoning of the reefs has been done in order to

optimise the selectivity of the mining units and largely

affects the lower grade, more marginal ounces. The

remaining loss of 2 per cent is mainly due to

increased costs, which have not been entirely offset

by an increase in the gold price.

GOLD FIELDS 2007

SOUTH AFRICA MANAGED ORE RESERVE SENSITIVITY

90,000 95,000 100,000 105,000 110,000 125,000

Driefontein

Kloof

Beatrix

South Deep

Rand Gold Price (ZAR/Kg)

Reserves
(Moz)

•

The Damang Pit Cutback (DPCB) commenced mining

in July 2005 and provides an opportunity to continue to

explore attractive targets and increase the mine’s

operational footprint. The DPCB is on schedule and will

provide additional higher-grade fresh ore and

contributes 41 per cent of the total Reserve at the Mine.

•

At St Ives, Project 250 exceeded its target and

delivered 372,000 ounces to Reserve in 2006 from the

technical reanalysis and economic remodelling of

historical open pit resource positions. This initiative

has been expanded and is being continued into 2007.

•

In terms of the extent of its tenement holdings and the

prospecting undertaken to date, Agnew still enjoys

significant exploration potential, and recent geological

studies have identified new prospective areas.

Importantly, large areas have not been subjected to

modern exploration techniques, but are scattered with

numerous old prospector workings and known gold

occurrences.

•

At Choco 10, Resources and Reserves have increased

by 47 and 48 per cent respectively since the 2006

declaration, net of depletion. The increase is

predominantly the result of the success of an

aggressive exploration programme conducted during

2006, with a total of 35,515 million of diamond and

14,997 million RC drilling for a total expenditure of

US$10.3 million. The Resources are currently defined

in four mineralised deposits, being Rosika, Coacia,

Pisolita and Villa Balazo–Karolina (VBK). The VBK

Open Pit Probable Reserve is reported for the first

time. Mining optimisation studies will continue during

F2008 to evaluate the underground Reserve potential

and determine the optimal open pit and underground

mining interface.

There is an exploration portfolio, which contains gold

prospects at all exploration stages from target

generation to advanced resource definition.

The exploration programme will continue to advance

on all concessions during F2008, with the main focus

on the Choco 10 and 4 concessions.

At Cerro Corona, since the last declaration in the

2006 Supplement, ‘gold only’ and copper attributable

Resources have increased by 21 per cent to

4,066 million ounces, and by 29 per cent to

1,508 million pounds respectively.

ORE RESERVE SENSITIVITY

Sensitivity of the Reserves to potential fluctuations in the

gold price at the South African, Ghanaian, South

American and Australian operations is shown in the

accompanying charts at increments of -10 per cent,

-5 per cent below, and +5 per cent, +10 per cent and

+25 per cent above the base gold price used in this

declaration, and specifically exclude projects not yet at a

pre-feasibility stage. The +25 per cent flex is included to

reflect the current commodity price trends. The South

African sensitivities specifically include the surface low-

grade stockpile Reserves.

GOLD FIELDS 2007

Note: The main contributing factor to the decline
in ounces at a gold price of Base-5 per cent

(ZAR95,000/kg), shown in the South African sensitivity
graph, is the exclusion on economic grounds of the
9 Shaft Project at Driefontein, and the Revised KEA
Project at Kloof. South Deep has been included across
the range at its base declaration price of ZAR87,193/kg,
with no increase or decrease applied.

COMPETENT PERSONS

Competent persons designated in terms of the SAMREC
Code and taking responsibility for the reporting of Gold
Fields’ Resources and Reserves are the respective Mine
based Mineral Resource Managers. Corporate governance
on the overall compliance of these figures has been
overseen by:

•

Craig Nelsen – executive vice president: Exploration
(BA Geology, MSc), 31 years’ experience

; and

•

Tim Rowland – senior consultant: Mineral Resources
and Mine Planning (BSc (Hons), MSc Mine geology
and exploration, GDE Mining Engineering, Registered
Natural Scientist (Reg. No. 400122/2000)), 21 years’
experience.

The named persons are permanent employees of Gold
Fields. Additional information summarising the composition
of the competent persons teams involved with the
compilation of the Resource and Reserve declaration per
operation is included in the supplement to this report.

Note:

A comprehensive review of the Group’s Resources and
Reserves for 2007, together with locality and mine
infrastructure plans of the operations, is available in a
supplementary document that accompanies the annual
report, or may be downloaded from the Gold Fields
website (www.goldfields.co.za / www.gold-fields.com) as a
pdf file using Adobe Acrobat Reader. Rounding of figures
in this report and in the supplementary documents may
result in minor computational discrepancies.

A summary reconciliation of the Statement is shown in
the Resource and Reserve Supplement to this report.

Craig Nelsen resigned from Gold Fields on 13 June 2007. On 25 June

2007 Gold Fields announced that Tommy McKeith will replace Craig as
executive vice president and head of exploration with effect

1 October 2007

MINERAL RESOURCES AND RESERVES CONTINUED

GHANA MANAGED ORE RESERVE SENSITIVITY

450

475

500

525

550

625

Tarkwa

Damang

Gold Price (US$/oz)

Reserves
(Moz)

AUSTRALIA MANAGED ORE RESERVE SENSITIVITY

585

618

650

683

715

913

St Ives

Agnew

Gold Price (A$/oz)

Reserves
(Moz)

SOUTH AMERICA MANAGED ORE RESERVE SENSITIVITY

450

475

500

525

550

625

Cerro Corona

Choco 10

Gold Price (US$/oz)

Reserves
(Moz)

GOLD FIELDS 2007

GOLD FIELDS CLASSIFIED MINERAL RESOURCE AND ORE RESERVE STATEMENT
as at 31 December 2006

South African Operations

Resources

Reserves

2007

2006

2007

2006

Tons

Grade

Gold

Tons

Grade

Gold

Classification

(Mt)

(g/t)

(Moz)

Classification

(Mt)

(g/t)

(Moz)

DRIEFONTEIN

Measured

37.7

13.1

15.840

16.818

Proved

21.1

8.4

5.691

6.938

Indicated Al

24.2

13.0

10.127

10.068

Probable Al

22.2

9.8

6.995

7.181

Total Al

61.9

13.0

25.967

26.886

Total Al

43.3

9.1

12.686

14.119

Indicated BI

49.7

11.8

18.771

16.449

Probable BI

31.1

8.5

8.488

8.219

Total Underground

111.6

12.5

44.738

43.335

Total Underground

74.4

8.9

21.174

22.338

Indicated Surface

6.0

0.9

0.181

0.278

Probable Surface

6.0

0.9

0.181

0.278

Grand Total

117.6

11.9

44.919

43.613

Grand Total

80.4

8.3

21.355

22.616

KLOOF

Measured

51.7

13.8

22.966

23.222

Proved

12.0

10.7

4.150

4.547

Indicated AI

76.9

9.5

23.570

19.697

Probable AI

24.2

9.5

7.415

7.742

Total AI

128.6

11.3

46.536

42.919

Total AI

36.2

9.9

11.565

12.289

Indicated BI

49.0

14.0

22.121

27.880

Probable BI

4.3

12.1

1.692

1.776

Total Underground

177.6

12.0

68.657

70.799

Total Underground

40.5

10.2

13.257

14.065

Indicated Surface

32.0

0.6

0.632

0.570

Probable Surface

12.3

0.7

0.296

0.224

Grand Total

209.6

10.3

69.289

71.369

Grand Total

52.8

8.0

13.553

14.289

SOUTH DEEP

Measured

28.6

8.3

7.631

–

Proved

11.7

7.3

2.751

–

Indicated AI

167.4

7.5

40.254

–

Probable AI

77.3

6.2

15.517

–

Total AI

196.1

7.6

47.885

–

Total AI

88.9

6.4

18.267

–

Indicated BI

92.6

6.3

18.898

–

Probable BI

66.6

5.8

12.315

–

Total Underground

288.7

7.2

66.783

–

Total Underground

155.5

6.1

30.582

–

Indicated Surface

–

Probable Surface

–

Grand Total

288.7

7.2

66.783

–

Grand Total

155.5

6.1

30.582

–

BEATRIX

Measured

21.5

6.9

4.766

4.183

Proved

15.8

5.4

2.726

2.824

Indicated AI

41.4

7.4

9.838

8.977

Probable AI

28.3

5.6

5.058

5.410

Total AI

62.9

7.2

14.604

13.160

Total AI

44.1

5.5

7.784

8.235

Indicated BI

21.3

6.0

4.090

3.494

Probable B

3.5

5.8

0.653

–

Total Underground

84.2

6.9

18.694

16.654

Total Underground

47.6

5.5

8.437

8.235

Indicated Surface

–

0.171

Probable Surface

–

Grand Total

84.2

6.9

18.694

16.825

Grand Total

47.6

5.5

8.437

8.235

Total SA Operations

700.1

8.9

199.685

131.807

Total SA Operations

336.3

6.8

73.927

45.140

AI = Above Infrastructure; BI = Below Infrastructure

Refer to footnotes on page 89

GOLD FIELDS

2007

GOLD FIELDS CLASSIFIED MINERAL RESOURCE AND ORE RESERVE STATEMENT
as at 31 December 2006

International Operations

Resources

Reserves

2007

2006

2007

2006

Tons

Grade

Gold

Tons

Grade

Gold

Classification

(Mt)

(g/t)

(Moz)

Classification

(Mt)

(g/t)

(Moz)

TARKWA

Measured

144.1

1.5

6.790

8.607

Proved

153.6

1.3

6.468

7.611

Indicated

191.0

1.3

8.122

8.769

Probable

152.1

1.2

6.054

6.692

Inferred

51.1

2.4

3.879

2.736

Total

386.2

1.5

18.792

20.112

Total

305.7

1.3

12.521

14.303

Measured Stockpiles

6.2

0.8

0.154

0.128

Proved Stockpiles

5.9

0.7

0.141

0.122

Grand Total

392.4

1.5

18.945

20.240

Grant Total

311.7

1.3

12.662

14.425

DAMANG

Measured

10.0

2.0

0.644

0.423

Proved

6.0

2.2

0.434

0.350

Indicated

28.5

1.6

1.471

1.032

Probable

16.5

1.7

0.902

0.721

Inferred

12.5

3.4

1.381

1.135

Total

51.0

2.1

3.496

2.590

Total

22.6

1.8

1.336

1.071

Indicated Stockpiles

6.8

1.2

0.263

0.327

Probable Stockpiles

6.8

1.2

0.263

0.327

Grand Total

57.8

2.0

3.759

2.917

Grand Total

29.3

1.7

1.599

1.398

ST IVES

Measured

2.2

4.1

0.287

0.198

Proved

1.0

4.2

0.129

0.183

Indicated

42.9

2.7

3.689

3.078

Probable

26.2

2.6

2.188

1.769

Inferred

10.5

3.6

1.210

0.939

Total

55.5

2.9

5.185

4.214

Total

27.2

2.7

2.317

1.952

Measured Stockpiles

5.8

1.3

0.235

0.255

Proved Stockpiles

5.8

1.3

0.235

0.255

Grand Total

61.3

2.8

5.421

4.469

Grand Total

33.0

2.4

2.553

2.207

AGNEW

Measured

1.6

7.2

0.373

0.459

Proved

0.9

7.7

0.222

0.283

Indicated

7.6

6.0

1.466

1.523

Probable

2.1

6.2

0.410

0.470

Inferred

5.6

5.8

1.040

1.078

Total

14.9

6.0

2.879

3.061

Total

3.0

6.7

0.632

0.753

Measured Stockpiles

0.5

1.5

0.023

0.019

Proved Stockpiles

0.5

1.5

0.023

0.019

Grand Total

15.3

5.9

2.902

3.080

Grand Total

3.4

6.0

0.655

0.772

CHOCO 10

Measured

2.6

2.9

0.243

0.261

Proved

2.3

3.0

0.223

0.213

Indicated

36.2

3.1

3.606

1.403

Probable

14.6

3.4

1.598

1.023

Inferred

12.5

3.1

1.228

1.804

Total

51.3

3.1

5.077

3.468

Total

16.9

3.4

1.821

1.237

Measured Stockpiles

0.5

1.0

0.015

–

Proved Stockpiles

0.4

1.0

0.013

–

Grand Total

51.7

3.1

5.091

3.468

Grand Total

17.3

3.3

1.834

1.237

CERRO CORONA

Measured

44.6

0.9

1.224

1.126

Proved

27.7

1.1

1.016

1.011

Indicated

170.2

0.7

3.632

3.001

Probable

70.2

1.0

2.160

2.182

Inferred

15.8

0.4

0.182

0.044

Total

230.7

0.7

5.038

4.170

Total

98.0

1.0

3.176

3.194

Stockpiles

–

Stockpiles

–

Grand Total

9, 10

230.7

0.7

5.038

4.170

Grand Total

11, 12

98.0

1.0

3.176

3.194

INTERNATIONAL
OPERATIONS

Grand Total

809.2

1.6

41.156

38.344

Grand Total

492.7

1.4

22.478

23.233

GFI (Managed)

Above Infrastructure

2, 3

1,296.7

4.2

176.961

122.328

Above Infrastructure

2, 3

723.5

3.1

73.258

58.378

Below Infrastructure

212.6

9.3

63.880

47.823

Below Infrastructure

105.5

6.8

23.148

9.995

Total GFI (Managed)

2, 3

1,509.3

5.0

240.841

170.151

Total GFI (Managed)

2, 3

829.0

3.6

96.405

68.373

Total Attributable

to Gold Fields

2, 3

1,332.1

5.4

233.053

162.480

to Gold Fields

2, 3

710.7

4.0

91.579

63.122

Refer to footnotes on page 89

MINERAL RESOURCES AND RESERVES CONTINUED

GOLD FIELDS 2007

GOLD FIELDS CLASSIFIED MINERAL RESOURCE AND ORE RESERVE STATEMENT
as at 31 December 2006

International Projects

Resources

Reserves

2007 2006

2PGE

+Au

Tons Grade

Platinum Group Elements

(M/t)

(g/t)

(Moz)

(M/t)

(g/t)

(Moz)

Arctic Platinum Project

168.3

2.3

12.601

–

Resources

Reserves

2007 2006 2007 2006

Tons

Grade

Gold

Tons

Grade

Gold

(M/t)

(g/t)

(Moz)

(Moz) (M/t)

(g/t)

(Moz)

Essakane

43.0

2.4

3.255

2.380

–

Resources

Reserves

2007 2006 2007 2006

Tons

Grade

Au Eq

Tons

Grade

Au Eq

Gold Equivalent

(M/t)

(Cu(%))

(Moz)

(M/t)

(Cu(%))

(Moz)

Cerro Corona

–

5.032

3.511

2.723

Total Gold Eq (Projects & Cerro Corona)

211.3

20.888

18.492

0.0

2.723

Attributable Gold Eq (Projects and
Cerro Corona)

194.1

18.615

16.862

0.0

2.197

Total Attributable to Gold Fields

2,3

1,526.2

251.667

179.343

710.7

93.776

65.319

Managed unless otherwise stated

South Deep figures are as at 28 January 2005, updated for additions and depleted to end December 2006

The Agnew deposits, Miranda and Vivien are subject to a royalty agreement

Gold Fields holds a 100% interest in the Arctic Platinum Project, which, subject to certain conditions to be fulfilled on or about 30 June 2008, may be diluted

to 40 % through agreement with North American Palladium Limited

Driefontein B1 refers to material below 50 level (3,420m below surface)

Kloof BI refers to material below 45 level (3,350m below surface)

South Deep BI refers to material below 110 level (2,888m below surface)

Beatrix BI refers to material below 26 level (1,341m below surface)

Resources within 650 US$oz (Au) – 1.75 US$lb (Cu) Pit Shell

Excludes Copper Resources of 221.1 M/t @ 0.4 % Cu containing 1.869 Mlbs copper

Reserves within 500 US$/oz (Au) – 1.25 US$/lb (Cu) Pit Shell

Excludes Copper Reserves of 94.0 Mt @ 0.5 % Cu containing 1,089 Mlbs copper

@1.0 g/t Cut Off

Copper equivalent ounces (copper revenue converted to gold equivalent ounces)

A summary reconciliation of the Statement is shown in the Resource and Reserve Supplement to this report.

SUSTAINABLE DEVELOPMENT

Securing Our Future

Stakeholder Engagement

Mining Charter Table

Occupational Health and Safety

103

Environmental Management

115

Investing in Communities

127

Human Resources

130

Economic Contribution

136

Risk Management

140

Corporate Governance

144

SECURING

THE FUTURE

GOLD FIELDS 2007

INTRODUCTION

Gold Fields’ strategy remains to ensure the sustainable

growth of its business by focusing on operational

excellence and securing its long-term future, by

maintaining both our social and legal licences to operate.

During the past few years, we have sought to deepen our

application of the core principles of sustainable

development (SD) through direct and indirect projects

and processes which had been achieved, for the most

part, without reference to an integrated framework.

During F2007, the board adopted the Gold Fields SD

Framework. Under its broadened terms of reference, the

board’s Safety, Health, Environment and Community

(SHEC) Committee is responsible for guiding the

implementation of strategy, management and reporting

systems across the Group. It creates the framework

within which Group management and employees will

operate. In developing this, we have drawn extensively on

the International Council on Mining and Metals (ICMM)

Sustainable Development Principles and the Global

Compact Principles as they most appropriately reflect the

currently relevant thought process throughout the Group.

Consequently, and because the ICMM and Global

Compact principles present a well-tested and proven

framework for our purpose, we have become a member of

the ICMM and a signatory to the Global Compact. Both

the Global Compact and the ICMM require members and

signatories to endorse and implement the principles

within the organisation in a structured manner and to

audit and report performance against the principles. The

text of ICMM and the Global Compact Principles along

with implementation and administrative documents can

be found at www.icmm.com/sd_framework.php and

w w w. u n g l o b a l c o m p a c t . o r g / A b o u t T h e G c / T h e

TenPrinciples/index.html respectively.

SUSTAINABLE DEVELOPMENT CONTINUED

SECURING THE FUTURE

GOLD FIELDS 2007

The current process is to translate these principles into

key performance indicators within a formal management

system. This framework system will consist of several

interventions as detailed in the diagram on page 92.

To support this, we are currently creating a system of

issue-specific internal peer groups, consisting of

specialists and practitioners, who will drive the process of

developing policy practice guides, overseeing the

implementation worldwide and acting as thought-leaders

in each specific field.

In moving towards third-party assurance, Gold Fields

chose to focus on improving our internal data capture

and monitoring systems, including the role of internal

audit, to identify potential gaps in our eventual assurance

process. It is our intention to seek third party assurance

over material portions of the next report, including

significant portions of our commitments to the South

African Mining Charter, the Global Compact and the

ICMM SD Principles.

In this report, we commence reporting against each

principle, to the extent that it is practicable, using the Global

Reporting Initiative (GRI) version 2 (G 2) indicators as a

baseline and GRI version G 3 as an ideal reporting level. In

F2008, Gold Fields intends consolidating the above within

the organisation and to enable more comprehensive future

reporting in accordance with G 3. This approach has been

shaped by the increasing diversity of stakeholder feedback

arising from the formalising of the AA 1000 systems,

following its implementation, and the expansion of the

Group into new operating environments.

Based upon feedback received we have tabled broad

issues of stakeholder concern with page references at

the beginning of each chapter.

During F2007, the JSE’s Socially Responsible

Investment (SRI) index did not update its ranking of

companies. An update based upon a new assessment

process is expected for F2008 and Gold Fields continues

to support this initiative through input into the JSE’s SRI

advisory committee.

GOLD FIELDS 2007

SUSTAINABLE DEVELOPMENT CONTINUED

STAKEHOLDER ENGAGEMENT

Stakeholder issues and management performance

covered in this section:

Material and relevant issues identified

Pages

•

Engagement standards

94, 129

•

Stakeholder identification and follow-up

94-97

•

Partnerships

127, 128, 134

•

Feedback mechanism/addresses

96, 97

Central to securing the Group’s future is ensuring its

commercial sustainability. Sustained, transparent

engagement is required to convince local stakeholders

that mining can enrich their communities by providing

more than just livelihoods. To this end, we seek open and

long-term engagement with the broad range of our

stakeholders, be they suppliers, employees, creditors or

investors, regulators or communities.

We recognise that stakeholder needs and expectations in

each region create different challenges which shape our

responses. Our operational executives are attuned to

responding to local stakeholder needs and keep the

central office apprised of their programmes.

During F2007, the implementation of the AA 1000

Stakeholder Engagement Standard has been slowed by

capacity constraints arising from the need to develop

social and labour plans within the timeframe required by

the South African government in order to acquire the

new-order mining rights for our South African

operations. However, the stakeholder engagement

manual has been developed and tested with key site

staff, and training and implementation at our South

African operations commenced. Implementation at the

international operations and exploration sites will be

completed during F2008.

Broadening stakeholder engagement:

Ghana

At the national level, Gold Fields continues its active

involvement in the Ghana Chamber of Mines which

functions as the advocate of major mining policy positions

such as an industry-wide approach to beneficiation of

Ghanaian gold. In F2007, we participated in formulating

an industry-wide policy on artisinal and small-scale

mining that recognises the reality of small-scale mining. It

seeks to engage a broad range of stakeholders to ensure

that small-scale mining is progressively integrated into

the local mining regulatory framework and complies with

the basic occupational health, safety and environmental

requirements to the benefit of stakeholders.

Accordingly Gold Fields, through the Chamber of Mines

and the National Minerals Commission, is exploring the

identification of properties suitable for small-scale mining

and the promotion of the formal registration of miners

operating on such properties. At mine level, engagement

takes place mainly via the regular forums established to

direct the SEED process (see Investing in Communities

on page 127).

Indigenous Heritage Management:

Agnew

Gaining the Miranda and Vivien tenements opened up a

large area for exploration for Agnew. However, the Group

initially lacked adequate information concerning previous

indigenous heritage surveys for the area on which to base

its heritage management, a matter of significant interest

for the seven Native Title Claimant Groups among the

mine’s interested/affected parties.

A process of confirming previous surveys and

undertaking site avoidance surveys began in August 2006

in consultation with these groups. The process of site

avoidance surveys identifies areas of importance for

exploration to avoid, with a more detailed, or site

identification, survey required if geologists need to

access those areas of importance.

Information from previous surveys was incorporated into an

indigenous heritage management system database. The

subsequent data capture resulted in three main datasets:

GOLD FIELDS 2007

an archaeology survey layer, an ethnographic survey layer

and a layer of heritage sites. By taking a ‘whole of country’

approach, staff at Agnew gained a better understanding of

the mythological connections to natural features in the

landscape and where, therefore, a high potential for finding

archaeological artefacts exists. Without having information

relating to specific sites, exploration teams can still

anticipate potential constraints that may present

themselves through a risk assessment which uses

landscape units or topographical features. This heritage

information is then integrated with other environmental

information such as sensitive biological sites, presence of

rare flora and distinctive landforms. This linkage will enable

the development of constraints maps which may define

zones of unrestricted access through to potential “no-go”

zones in which more detailed survey is required.

By integrating this information and its use the geologists,

together with the Environment and Land Access group,

have been able to plan priority areas for heritage survey

coverage to ensure access to the ground for drilling. The

work going forward will involve linking personal

information gained from Agnew’s ongoing engagement

with indigenous groups to the spatial database for recall

and future reference.

Managing expectations:

Venezuela

A key challenge for Gold Fields on acquiring Choco 10 was

to manage community and government expectations.

Choco 10 is not the highest-margin operator in the area, but

due to it being a foreign owned company, the expectations

of the surrounding communities, as well as the regulator

were raised concerning, for example, social benefits.

In an effort to catalogue and understand community

expectations, a stakeholder survey was started and will

be completed in early F2008. Preliminary results indicate

a wide divergence of expectations and differing levels of

understanding regarding the activities and impacts of

mining. Due to the ongoing communication process, the

local communities now realise and generally accept that

local workers lack many of the required specialist mining

skills, as Venezuela has a limited hard rock mining

tradition. There is, however, an explicit understanding that

the community will benefit from employment opportunities

with any expansion of Choco 10. To this end, Gold Fields

will support targeted training initiatives.

Listen more, talk less:

Peru

During the exploration stage, Gold Fields staff, acutely

aware of the poor history of mining/community relations in

the area, had sought to build trust through their on-site

conduct and open communication. As the construction of

the Cerro Corona Project proceeded during F2007, Gold

Fields continued to build on its established relationships

with the project’s stakeholder communities, most of whom

live at altitudes between 2,500 and 4,000 metres above sea

level and where 95 per cent of the community pursues

various forms of agricultural activity.

The principal community concern raised was that Gold

Fields’ operations would simply add to the historical

environmental impact, as had been their experience of

mining in the past. Prior to project approval, Gold Fields

therefore took concrete measures to address some of the

water pollution consequences of earlier mining impacts.

This was done at a cost of US$1.0 million, so that the

Group would leave a positive legacy, even in the event of

the project not being approved.

Based on lessons learnt from, inter alia, stakeholder

engagement in Ghana, Gold Fields’ stakeholder

engagement was driven and sustained by staff at

managerial level, often requiring intensive and prolonged

engagement sessions. The objective was to develop trust

in individuals within the management structure that would

be transferred to the Gold Fields organisation. Due to the

GOLD FIELDS 2007

SUSTAINABLE DEVELOPMENT CONTINUED

STAKEHOLDER ENGAGEMENT

low literacy levels in the area, all meetings were open to

the community and made extensive use of radio and

visual aids such as photographs and scale models to

illustrate the changes the Cerro Corona mine would bring.

Any communication received, or agreement to be entered

into, was treated as open and communicated verbally at

general community meetings prior to any signing.

A Community Claims and Complaints Register has been

established in the neighbouring and downstream

communities of Hualgayoc, Bambamarca and in

Cajamarca, with a formal commitment of a seven-day

response time.

Feedback has indicated that educational support and

transport are key issues for the community going forward.

We are currently supplementing a portion of the local

teachers’ salaries and have completed the construction of

additional classrooms at a school. Gold Fields also

communicated very clearly that any support for social

service infrastructure would be done only in partnership

with government.

Resettlement

Over past years, community members were resettled at

both Tarkwa and Damang to allow Gold Fields to access

new areas. At all stages, this was done in a consultative,

transparent manner and the Group has received no

consequent complaints concerning the process or the

level of compensation. This experience has stood Gold

Fields in good stead.

In the course of constructing Cerro Corona, 63 extended

families were relocated – a total of 345 people. Each

family owned up to six houses at different altitudes. In this

region the community owns land by custom. In

consultation with community leaders and regulators, we

negotiated a process whereby the relocated individuals

could establish new dwellings and livelihoods within the

area, thereby retaining their social networks as well as

their position within the communities. Only six families

chose to relocate to another area.

INVITATION TO ENGAGE AND STAKEHOLDER FEEDBACK FORM

This Report provides part of Gold Fields’ response to calls for increased transparency and accountability and we hope

you find it useful and informative. We believe that it constitutes a reasonable and fair reflection of the progress and

challenges we have experienced over the past year. As always, we welcome your feedback on the report and any of

our activities. For further information please email us at:

www.goldfields.com or complete the fax reply form at the back of this report. The Gold Fields website is:

www.goldfields.co.za

Contact person for the Sustainable Development Report:

Rosemary Noge

Designation: Sustainable Development Manager

Postal address: Postnet Suite 252, Private Bag X30500, Houghton 2041

Tel: +27 11 644 2400

email: rosemary.noge@goldfields.co.za

GOLD FIELDS 2007

Wonderfontein Action Group

During F2007, Gold Fields built on experience gained

from the establishment of the Wonderfontein Action

Group (WAG), as reported in the F2006 annual report.

WAG was formed against the background of a

confrontation with stakeholders over water impacts

allegedly arising from Gold Fields’ Kloof operations.

Stakeholders’ initial concerns were addressed

following a transparent engagement process resulting

in the establishment of WAG with a mandate to

investigate water quality and quantity issues in the

Wonderfontein catchment area. Gold Fields’

implementation of AA 1000 also assisted in

broadening the range of stakeholders involved in

WAG to include municipalities, farmers’ organisations,

concerned citizens, manufacturing interests and other

mining companies active in the catchment area.

In the past years, a number of scientific but often

narrowly focused studies investigated aspects of

pollution in the Wonderfontein catchment

particularly regarding high metal concentrations in

the sediment. Some stakeholders strongly

expressed the view that the impact on

Wonderfontein could only have originated with the

gold mining industry. However, the spruit’s

headwaters reach as far north as the municipal

area of Krugersdorp and a range of industrial,

mining, agricultural and municipal activities had

impacted the watercourse for over a century.

Building on the constructive engagement, Gold

Fields took the initiative to identify a solution to the

strongly debated issue that would improve the

water quality in the Wonderfontein Spruit. During a

series of bi-monthly meetings during F2007,

consensus was achieved on the scope and

methodology of a sampling protocol, selection

criteria to identify the technical consultant, and a

laboratory to conduct the analysis. It was common

cause that the Wonderfontein Spruit had been

impacted by various activities. Gold Fields sought to

focus the stakeholder engagement process on the

quantification of these impacts.

As a dolomitic catchment, the Wonderfontein

Spruit provided a series of complex challenges,

not the least being the need to ensure that deep

level groundwater and sediment sampling along

the watercourse could be conducted in a manner

to prevent the formation of sinkholes. Based on

the risk-based approach, the area selected for

sampling was the entire Lower Wonderfontein

Spruit area, which was deemed by stakeholders

to be most heavily impacted. The research was

limited to determining only the nature and

the extent of the pollution and its impacts on

the spruit.

This sampling work, the first research in this area

supported by a broad range of stakeholders, will be

discussed at WAG meetings and, pending

agreement on the validity of the results, the next

research phase, to be funded by a broader range of

stakeholders, will seek to determine the major

sources of pollution on the riverine system.

WONDERFONTEIN SPRUIT: SOUTH AFRICA

GOLD FIELDS 2007

SUSTAINABLE DEVELOPMENT CONTINUED

MINING CHARTER TABLE

Objective

Has every employee been offered
the opportunity to be functionally
literate and numerate by 2005 and
are employees being trained?

Achieved F2007

4,200 employees participated in
ABET in F2007 while maintaining a
teacher:student ratio of 1:15. Total
cost of ABET R18.3 million for the
year under review.

Targets F2009

5,911 learners targeted for ABET per
annum.

Have career paths and skills
development plans been
implemented for HDSA
employees?

Workplace skills plans covering all
HDSA employees were submitted
individually by each operation to
Mining Qualification Authority (MQA).

Continue providing a workplace skills
plan and annual training report
covering all HDSA employees as
required by the MQA as well as
alignment to any new legislative
requirements as they come into
force.

Budgeted expenditure for skills
programmes, bursaries, learnerships
and in-service training R18.3 million:
•

66 bursaries were provided:
55 HDSA and 11 white males

•

235 learnerships were provided

•

100 in-service training
beneficiaries – graduates and
skills programmes – 76 HDSA
and 24 white males.

Continue providing bursaries,
learnerships and scholarships at
current budget levels in real terms.
Bursaries will continue to be
managed centrally through GFBLA.
Individual operations will continue to
manage study loans and study
grants.

Overall expenditure on skills
development and training amounted
to R154.3 million or 4 per cent of
South African payroll. Direct
expenditure on skills development
and training for F2007,
R108.3 million with a further
R46.0 million provided for additional
discretionary investment in special
skills programmes and the team,
management and leadership
mobilisation project under the Gold
Fields Operational Excellence
programme.

Expenditure on skills development
and training will be maintained at
current levels in real terms.

In South Africa, the Broad-Based Socio-economic

Empowerment Charter for the Mining Industry (the Mining

Charter) was formally published in August 2004. Gold

Fields’ response to the Mining Charter is summarised on

pages 98 to 102 of this report.

The table below reports on activities undertaken at

Gold Fields’ South African operations during F2007

pursuant to the 2009 Mining Charter targets.

HUMAN RESOURCES DEVELOPMENT

GOLD FIELDS 2007

Objective

Has the Group developed
mentorship systems for
empowerment groups?

Achieved F2007

Mentorship philosophy upgraded to
take account of global best practice
thinking, and a more formalised
approach to mentor selection,
mentor-protégé matching, mentoring
methodology, measurement and
administration. Ready for full rollout
in F2008. It will be further embedded
in the redesign of individual
development plans as well as in the
newly adopted Technical Assistant
contract which is an accelerated
empowerment programme.

Targets F2009

All employees on succession plan
and HDSA talent pools to be
mentored. Succession plans and
individual development plans
available for all HDSA employees
identified in talent pools as per
workplace to be mentored.

Objective

Has the employment equity plan
been published and has annual
progress in meeting this plan
been reported?

Achieved F2007

The 2007 employment equity plan
has been submitted to the
Department of Labour. The
Transformation Steering Committee
continues to monitor its
implementation across all South
African operations.

Targets F2009

The employment equity plan will
continue to be revised and updated
to ensure that it is in line with
existing legislation. The
transformation committees at
operational and corporate level will
continue to guide the implementation
of employment equity.

Has a plan been established to
achieve HDSA participation in
management of 40 per cent within
five years and is the plan being
implemented?

A plan to increase HDSA
participation in management is in
place and its implementation is
overseen by the Transformation
Steering Committee.

A strategy is in place to achieve
40 per cent HDSA participation in
management by 2009.

Has the company identified a pool
of talent and is this being fast-
tracked?

Succession plans and individual
development plans are available for
those HDSA employees identified in
talent pools.

Talent pool identification and fast-
tracking programmes have supported
meeting the labour plan to next level
targets.

Has a plan been devised to
achieve 10 per cent participation
by women by 2009 and is this plan
being implemented?

A women-in-mining steering
committee has been established to
guide the achievement of this target.
Current levels have improved from
3.2 to 5.1 per cent with the inclusion of
South Deep. A Women-in-Gold Fields
committee has been established to
especially address issues of women in
leadership positions.

A strategy is in place and continues
to aspire to the Mining Charter target
for 2009.

HUMAN RESOURCES DEVELOPMENT continued

EMPLOYMENT EQUITY

GOLD FIELDS 2007

100

SUSTAINABLE DEVELOPMENT CONTINUED

MINING CHARTER TABLE

Objective

Has the Group subscribed to
government and industry
agreements to ensure non-
discrimination against foreign
migrant labour?

Achieved F2007

Group policy remains not to
discriminate against foreign/migrant
labour but to recruit locally where
possible.

Targets F2009

Increase of local labour portion of
South African workforce.

Has the Group co-operated in the
formulation of integrated
development plans and is it co-
operating with government in
implementing these plans in
communities where mining takes
place and in labour-sending
areas?

Gold Fields Foundation budgeted as
per established formula for allocation
to four key categories: Education,
Community Development,
Environment and Health. This
allocated budget was R15 million.

Maintain capacity to develop projects
through multi-stakeholder
consultation and align them with the
integrated development plans of the
concerned communities.

Maintain GF Foundation funding
according to existing production-
based formula of 0.5 per cent of
pre-tax profits and R1.00 for every
ounce of gold produced in South
Africa.

Has the Group engaged with local
mining communities and those in
labour-sending areas?

Objective

Ongoing engagement with public and
private sector stakeholders for both
its mine host communities and labour
source communities. Training on
AA 1000 standard completed at the
Beatrix and Driefontein operations.

All approved social and labour plans
are being implemented at the
operations in consultation with the
appropriate stakeholders.

Achieved F2007

Gold Fields will maintain ongoing
engagement with public and private
sector stakeholders for its
communities and labour source
communities. This engagement will
be in accordance with the AA 1000
standard.

The contributions of the Gold Fields
Foundation to the communities and
labour source communities will be
maintained according to the formula.
However, actual funding will depend
on project sustainability.

Targets F2009

MIGRANT AND FOREIGN LABOUR

MINE COMMUNITY AND DEVELOPMENT

GOLD FIELDS 2007

101

Objective

Regarding Group-provided
housing, has the mine, in
consultation with stakeholders,
established measures for
improving housing, including the
upgrading of hostels, conversions
of hostels to family units and
promotion of home ownership
options among employees?

Achieved F2007

Continue to provide a broader
spectrum of accommodation options
to a growing percentage of the
workforce. Total spend on hostel
upgrade and conversion for F2007
R38.7 million.

Development of Gold Fields home
ownership scheme which will support
home ownership for employees in
municipalities surrounding the mines
as well as in the labour-sending areas
from which our workforce comes.

Targets F2009

Agreements with organised labour
entail that 50 per cent of the
workforce will have a choice with
regard to accommodation options
(either accommodation or housing
allowance) by 2009. Due to the time
requirements of hostel conversion
this will apply to 100 per cent only by
2013.

Have measures been established
to improve the nutrition of mine
employees? What has been done
to improve nutrition? Show plan to
progress this over time and
demonstrate that plan is being
implemented.

Ongoing monitoring and reporting by
a full-time dietician to ensure
compliance with national nutritional
standards. Menu content has been
formally linked to the employee
wellness programme.

Ongoing reports from dietician to be
submitted with recommendations for
improvement in nutrition and cooking
staff training requirements. Menu
content to remain linked to employee
wellness programme.

Objective

Have current levels of
procurement from HDSA
companies in terms of capital
goods, consumables and services
been identified?

Achieved F2007

By the end of F2007, HDSA spend
accounted for R1.4 billion, 43 per cent
of total working cost and capital
materials spend. We have thus
exceeded our Mining Charter target of
having more than 40 per cent of our
working cost and capital materials
spend provided by accredited HDSA
suppliers.

Targets F2009

Achieve a more than 40 per cent
HDSA procurement spend by 2009.
Target has already been exceeded.

Has commitment been made to a
progression of procurement from
HDSA companies over a three to
five-year time frame in terms of
capital goods, consumables and
services, and to what extent has
this been implemented?

The spend has increased to 43 per
cent which is above target, up from
9.7 per cent in 2003.

Maintain a more than 40 per cent
HDSA procurement spend by 2009.
HDSA supplier screening and
accreditation system to remain in
place.

HOUSING AND LIVING CONDITIONS

PROCUREMENT

GOLD FIELDS 2007

102

SUSTAINABLE DEVELOPMENT CONTINUED

MINING CHARTER TABLE

Objective

What is being done to ensure the
Group achieves 15 per cent HDSA
participation in terms of
ownership of equity or attributable
units of production by 2009 and
26 per cent by 2014?

Achieved F2007

Gold Fields complied with the 2005
target by completing a transaction
with Mvelaphanda Resources Limited,
effective 1 May 2004, in terms of
which Mvela Resources, through its
wholly-owned subsidiary, Mvela Gold
will acquire a 15 per cent interest in,
Gold Fields’ South African gold
mining assets within five years for a
cash consideration of R 4.1 billion.

Targets F2009

Plan for 2014 target through various
initiatives.

Has the current level of
beneficiation been identified?

Gold Fields, together with AngloGold
Ashanti, SARB and Standard Bank,
operates a gold advance scheme in
order to facilitate the provision of
secured and cost effective advances
of gold to the South African jewellery
manufacturing industry.

Has the baseline level of
beneficiation been identified and
has the company noted the extent
by which this will have to increase
to qualify for an offset?

Gold Fields, together with AngloGold
Ashanti, SAAB and Standard Bank
operates a gold advance scheme to
facilitate the provision of advances of
gold to the South African jewellery
manufacturing industry. This involves
facilitating advances of gold by
advancing collateral support in the
form of guarantees. A Beneficiation
Act has not yet been promulgated.
Gold Fields continues to engage the
DME to determine the criteria to
qualify for an offset.

Growth in this sector can only be
achieved through additional
development of the South African
jewellery design and manufacturing
industry and the development of
additional industrial applications for
gold.

Objective

Does the company report annually
on progress made in meeting its
commitments?

Achieved F2007

To report, as part of its annual
report, on progress made in terms of
the guidelines set out by the Mining
Charter Scorecard and to continue
using the evolving Global Reporting
Initiative guidelines in the compilation
of our report.

Targets F2009

To report as part of its annual report
on progress made in terms of the
guidelines set out by the Mining
Charter Scorecard and to continue
using the evolving Global Reporting
Initiative guidelines in the compilation
of our report.

OWNERSHIP AND JOINT VENTURES

BENEFICIATION

REPORTING

GOLD FIELDS 2007

103

Stakeholder issues and management performance

covered in this section

Material and relevant issues

Pages

•

Safety performance

17, 103-104

•

Health and Safety Management

103-114

•

Regional healthcare challenges

110-114

•

HIV/Aids in the workplace and the

community

111-114

SAFETY

Gold Fields remains committed to the objective that no

employee should suffer an injury or acquire a disease

while in the employ of the Group, and that fatalities and

injuries sustained at its operations should be reduced to

zero. Regrettably, 29 of our colleagues (F2006: 39) were

killed in mining-related accidents during F2007. This

constitutes a fatal injury frequency rate of 0.19 per million

hours worked (F2006: 0.29). All fatalities occurred at the

Group’s South African operations. The Australian

operations, Damang and Choco 10 have maintained their

record of zero fatal accidents since being acquired by

Gold Fields. Tarkwa has had two fatalities in ten years.

Falls of ground continue to represent 17 per cent of the

fatal injuries. Of these, 12 per cent were gravity-related and

the other 5 per cent due to seismic induced falls of ground.

Although this constitutes an improvement over the previous

year, any safety incident is unacceptable and we continue

to work towards achieving our goal of zero fatalities.

27,45%

Tramming/Vent door

23,53%

FOG (gravity)

9,80%

FOG (seismic)

3,92%

Rigging

17,65%

Falling down

3,92%

Blasting

5,88%

Mud rush

3,92%

Aquajet

3,92%

Heat

CAUSES OF FATAL ACCIDENTS

Fatal accidents

LDIFR

DLFR

Operations

F2007

F2006

F2007

F2006

F2007

F2006

No.

Rate

No.

Rate

Driefontein

0.31

0.34

12.97

15.05

522

505

Kloof

0.23

0.38

15.4

19.7

339

392

Beatrix

0.13

0.24

5.5

5.9

289

322

South Deep

0.13

14.36

156

South African Operations

0.22

0.33

12.06

14.27

373

413

Ghana

0.09

0.54

0.79

Australia

1.93

0.7

Venezuela

11.48

12.62

268

299

Peru

0.15

International Operations

0.05

1.36

1.07

Group

0.19

0.29

10.47

12.36

322

356

OCCUPATIONAL HEALTH AND SAFETY

GOLD FIELDS 2007

104

SUSTAINABLE DEVELOPMENT CONTINUED

OCCUPATIONAL HEALTH AND SAFETY

Days lost resulting from accidents in the Group were

reduced by 9.5 per cent from 356 to 322 per million hours

worked. The improvement was consistent throughout all

operations and can be attributed to intensive treatment

and rehabilitation to ensure that individuals can return to

work after an injury and are physically fit to continue their

normal work; this despite the fact that South African

operational incidents continue to include hours during

weekends and holidays during convalescence, thus

raising the total. The lost day injury frequency rate for the

Group improved from 12.36 to 10.47 per million hours

worked. A significant improvement was recorded at all

South African operations.

HEALTH AND SAFETY MANAGEMENT

OHSAS 18001 alignment

The Gold Fields Full Compliance Health and Safety

Management system is designed to meet the legislative

requirements of the countries where Gold Fields

operates. In order to ensure compliance, this system is

audited internally and externally bi-annually. OHSAS

18001:1999 is the international occupational health and

safety management system standard against which

management systems are assessed and certified.

Independent auditors, Bureau Veritas Certification (BVC),

were engaged to conduct the F2007 audit of the South

African mines Kloof, Beatrix and Driefontein. Certification

was recommended at all three operations. Scheduled

surveillance audits will ensure that continual improvement

measures are implemented and maintained. South Deep

will be audited for OHSAS 18001 in preparation for

certification by June 2008.

The Ghanaian operations received OHSAS certification in

July 2006, and both underwent a surveillance audit in

June 2007.The South American operations are scheduled

for audit in 2008.

The Australian operations’ Health and Safety

Management systems are certified to Australian

Standards (AS/NZ 4801:2001). Agnew and St Ives

continue to achieve re-certification on the completion of

scheduled surveillance audits.

Targets and milestones

Gold Fields has committed its South African operations to

a number of health and safety targets and milestones,

agreed to by the Mine Health and Safety Council.

Mine Health and Safety Council milestones (South Africa)

Objective

December 2008

Target 2013

Zero harm

Achieve, as a minimum, safety performance
levels equivalent to current international
benchmarks for underground metalliferous
mines.

Noise

The hearing conservation programmes

The total noise emitted individually

implemented by industry must ensure that

and collectively by equipment installed

there is no deterioration in hearing greater

in any workplace must not exceed a

than 10 per cent amongst occupationally

sound pressure level of 110dB at any

exposed individuals.

location. (The exposure limit stated in
the MHSA is no more than 85dB over
an eight-hour period.)

Dust

Ninety-five per cent of all exposure measurement

Using present diagnostic techniques,

results must be below the occupational exposure

no new cases of silicosis will be

limit of 0.1 mg/m

for respirable crystalline silica

tolerated among previously unexposed

(individual readings).

individuals (i.e. individuals unexposed
to silica dust prior to 2008).

GOLD FIELDS 2007

105

Noise and vibration

Hearing conservation programmes in South Africa and

Australia are monitored on a quarterly basis. The

identification of noise sources and the demarcation of

noise zones are ongoing in order to reduce the

number of employees potentially exposed to high

noise and vibration levels. Compliance with the Code

of Practice for hearing conservation is 93.2 per cent

for the Group. Compliance with the wearing of hearing

protection devices for the Group was 96 per cent, with

all mines achieving well above 90 per cent. Employees

found not wearing hearing protection are counselled

immediately. Monitoring of lead indicators such as

‘personal exposure’ and ‘machinery/equipment noise

emissions’ for consistency, as well as the enforcement

of protective equipment measures, has begun and

will be critical to ensure that the Group achieves

its targets.

Personal noise dosimetry measurement began at the

Ghanaian operations. Tarkwa has received equipment to

begin vibration surveys on the mine and will commence

training on the surveillance implementation plan.

Personal exposure dosimeter measurements

Total dosimeter

% readings

Mine

measurements

< 85 dB(A)

85dBa – 105dB(A)

> 105dB(A)

Kloof

323

18.6

76.0

5.4

Driefontein

651

68.7

31.0

0.3

Beatrix

165

35.0

65.0

0.0

South Deep

121

57.3

42.2

0.5

SA Operations

1,260

44.8

53.6

1.6

The above table shows that 55.2 per cent of our workforce

is exposed to greater than 85 db(A) which may result in

hearing loss over time. These measurements indicate the

importance of containing noise sources and providing the

correct personal protective equipment (PPE).

Machinery/equipment noise emissions

Total %

readings

measure-

85dBa –

% readings

Mine

ments

110dB(A)

> 110dB(A)

Kloof

104

60.5

4.6

Driefontein

105

63.0

9.0

Beatrix

928

53.0

4.3

South Deep

277

39.8

6.0

SA Operations

1,414

54.1

5.9

To meet the second milestone objective, all equipment

should emit less than 110 db(A) and, as part of this, all

noise sources are reviewed throughout the year.

Noise Induced Hearing Loss (NIHL)

No new cases of NIHL were reported at Gold Fields’

international operations in the past financial year. In South

Africa, the legal diagnostic criteria for NIHL changed in

F2004, resulting in a period of baselining between F2001

and F2004. This makes comparison of current case rates

with that period difficult. In the past financial year, 94

cases of NIHL were reported at the South African

operations, 22 of which were at South Deep in the last 2

quarters of the financial year. Even so, this was an

improvement of 59.5% from F2005 for the historical SA

GOLD FIELDS 2007

106

SUSTAINABLE DEVELOPMENT CONTINUED

OCCUPATIONAL HEALTH AND SAFETY

operations and 45.6% including South Deep. Due to the

time taken to develop NIHL, the true effect of current

hearing conservation programmes will become clearer

within the next few years.

Dust suppression

In F2007, the dose for silica dust in the South African

operations was 0.020 mg/m

a decrease from

0.032mg/m

in F2006. The legal limit set by the South

African Department of Minerals and Energy is 0.1 mg/m

The data, however, is likely to increase marginally for

F2008, as South Deep staff will be included in the

statistics. Similarly, due to the introduction of Gold Fields’

more stringent medical surveillance programme, we

QUARTERLY DUST DOSE

1st

Qtr

2nd
Qtr

3rd

Qtr

4th

Qtr

1st

Qtr

2nd
Qtr

3rd

Qtr

4th

Qtr

1st

Qtr

2nd
Qtr

3rd

Qtr

4th

Qtr

0,02

0,04

0,06

0,08

0,1

Average
mg/m3

F2005

F2006

F2007

Driefontein

Kloof

Beatrix

South Deep

St Ives

Agnew

Group Average*

*Not measured at Ghanaian operations

expect an increase in the number of both silicosis and

Chronic Obstructive Airways Disease (COAD) cases

which will need to be submitted for compensation. The

reason for this is the usually long latency periods of

between ten and twenty years from the onset of exposure

to the diagnosis of radiological silicosis. Hence, the cases

in the graph reflect mainly past exposure.

Since TB is known to be predisposed to by HIV infection

as well as silica dust exposure, the reason for this

decrease is likely to be multi-factoral: decreasing silica

dust exposure and improved active and passive case

finding in the TB control programme and improved care of

HIV-infected employees, are possible contributors to this.

The rate of cardio-respiratory TB cases at South Deep

(over the last two quarters, annualised) was much lower

than the average at the other South African operations.

Considering the seasonal variation in the incidence of

cases and the previously outsourced treatment of

TB cases by South Deep, more meaningful comparison

will be possible once the diagnosis and treatment of

cases becomes standardised in the next year.

Encouraging safe behaviour

The Australian operations strive to create a workplace

culture of ‘zero injury’. Agnew runs a ‘Let’s make the

Difference’ safety campaign in conjunction with its pocket

book risk management tool. St Ives has ZIP (Zero

Incident Process) with which it strives to achieve zero

incidents by empowering employees to take control of

their personal safety. The South African operations have

embarked on various behaviour-based interventions that

include the mobilisation of teams in processes like

Laphuma Ilanga, Bompodi, Eyethu and Courageous

Leadership at Driefontein, Beatrix, Kloof and South Deep

respectively. Specific high-risk hazards at Kloof and

Beatrix are being addressed through the ‘Snakes and Big

Five’, ‘Wars on Falls of Ground’ and Khuseleka campaigns

which are reinforced through industrial theatre.

In Ghana, Damang’s ‘Touch Safety’ campaign aims at

rewarding employees for achieving set safety targets, and

‘Safety Referee’ rewards employees for identifying and

warning of hazardous practices, promoting active

employee involvement. Tarkwa is continuing with Ahwe

Yie, a local version of the Full Compliance safety system.

GOLD FIELDS 2007

107

Fatigue management at St Ives

At St Ives, fatigue is recognised as a major hazard for

all employees and a guideline has been developed to

control the risks of fatigue, setting out a risk

management approach:

Educate

Ensure that employees are informed of the risks

associated with fatigue and how to control these

risks.

Identify

Identify the risks associated with fatigue on an ongoing

basis.

Assess

Assess the risks associated with fatigue.

Control

•

Ensure that shift arrangements do not predispose
an employee to fatigue;

•

Ensure that work arrangements do not contribute to
fatigue or interfere unreasonably with employees’
capacity to meet family and social commitments;

•

Provide training, information and supervision that
supports effective management of fatigue;

•

Ensure that work systems are flexible enough to
deal with factors influencing fatigue, such as
allowing supervisors to reschedule tasks if fatigue
becomes a problem; and

•

Provide conditions that are conducive to sleep and,
where site accommodation is provided, supply a
balanced diet.

Monitor

Monitor and review the effectiveness of these controls.

F1999

F2000

F2001

F2002

F2003

F2004

F2005

F2006

F2007

PERIOD

Rate
(per
100
employees)

South Deep Q3 and Q4 F2007 (annualised) only

South African operations excluding South Deep

Gold Fields – South African operations new cardiorespiratory tuberculosis cases diagnosed

(excludes contractors)

GOLD FIELDS 2007

108

SUSTAINABLE DEVELOPMENT CONTINUED

OCCUPATIONAL HEALTH AND SAFETY

Underground emergency preparedness and response

Fire

Underground fire protection continues to be of vital

importance in the South African mines. In F2000, the

South African operations embarked on a campaign to

inertise all hazards in the intake airways. Timber going

underground is flame retardant and other materials

such as conveyor belts, electrical cables and plastic

pipes are carefully selected for safety criteria. A total of

29 fire incidents were reported in F2007, of which 18

occurred at the South African operations and 11 at

international operations. Six of the incidents were

classified as major incidents, but no fatalities were

recorded as a result of fires.

Refuge chambers

The most significant challenges that contribute to

underground emergencies are fire, gas and major falls of

ground. All of these require comprehensive emergency

evacuation plans, which are an established norm at Gold

Fields underground operations. There are currently

861 equipped underground refuge chambers in the

Group. In addition, all underground workers are equipped

with self-contained self-rescuers and key personnel carry

portable gas monitors. Regular escape drills were

conducted during F2007 and 18 employees successfully

escaped to refuge chambers during actual fire

emergencies without any casualties or serious injury.

Eight self-contained self-rescuers were successfully used

during these incidents.

OCCUPATIONAL HYGIENE AND MEDICINE

Issue-based risk assessments are ongoing and a total of

220 hygiene-related risk assessments were conducted.

The Thermal Stress Code of Practice was revised in

F2007. Two employees at our Ghanaian mines completed

their initial occupational hygiene training and are now

assisting the Ghanaian operations in implementing

occupational hygiene processes.

Thermal stress

Mining at our South African operations takes place at a

mean rock breaking depth of 2,283 metres, with an

average virgin rock temperature of 45.4°C. These high

temperatures are countered through the increased use of

refrigeration and the implementation of cooling and

ventilation systems. In F2007, a total of 797 stope panels

and 380 development ends were ventilated (F2006:

845 and 300 respectively). Of the total temperature

readings in the stopes, less than 1 per cent were above

32.5°C. The average wet bulb temperatures for the South

African operations for both stoping and development were

28.5°C and 28.4°C respectively. This was achieved

despite the inclusion of South Deep, where average

temperatures for stoping and development ends were

above 30.0°C. In addition to these engineering measures,

the Group is considering limiting the length of time spent

in temperatures above 32.5°C, enforced rehydration

protocols, and the identification of higher risk heat zones

for remedial action.

A total of 66 heat illnesses were reported for the year,

27 occurred at Beatrix, 37 at South Deep and two at

Driefontein. Twenty incidents could be linked to fan

failures and other ventilation problems. The remainder of

the cases were due to medical reasons or other causes

e.g. over-exertion. Heat stress monitoring is ongoing at

Tarkwa, and Damang recently received the necessary

equipment to commence heat stress monitoring. All wet

bulb temperatures measured at Agnew and St Ives in

Australia were below 25.0ºC.

Radiation protection

SA operations performs frequent monitoring of its effluent

discharges to the environment as well as radiological

exposures of its employees in order to keep exposures as

low as reasonably practicable (ALARA) and to evaluate

its compliance to both national and international radiation

protection standards. In F2007 a public effective dose

ranged from 0.028 to 0.141mSv/a which is slightly lower

GOLD FIELDS 2007

109

than the prescribed dose constraint of 0.25Sv/a and also

below the public dose limit of 1mSv/a. The main

contributor to public exposures would be as a result of

possible usage of surface water downstream from the

mine operations. To maintain and continuously improve

the status quo, controls would be re-enforced and

continuously tested for effectiveness. Regarding

radiological exposures of workers, the average worker

dose ranged from 2.05 to 12.3mSv/a during the financial

year which is less than 20mSv/a. The value of 20mSv/a

is an average dose over a period of five years. Of the four

operations, only one operation registered a maximum

worker dose of 31mSv/a which is above the average dose

limit referred to above but complies well with the

nationally determined worker dose limit of 50mSv/a.

Various actions, in terms of engineering and

administrative controls, are currently in place to bring

exposure levels from this operation to below both average

and maximum dose limits. The rest of the operation

recorded a maximum worker dose of between 13.17 and

19.8mSv/a. Here ALARA and Optimisation programmes

are being prepared for implementation for continuous

improvement. It is also worth mentioning that all radiation

protection procedures for SA operations are governed by

a Quality Management System currently in place and is

approved by the National Nuclear Regulator as a national

competent authority in Nuclear and Radiation Safety for

South Africa.

Detailed radiation surveys are to be conducted at both

mines in Ghana to determine whether there is a radiation

risk. Similar surveys at the Australian operations have

determined the absence of such a risk.

Medical surveillance

The Gold Fields occupational medical practitioners

(OMPs) use the results from medical surveillance to feed

back to occupational hygienists to review hygiene

monitoring, and to management to inform of workplace

design interventions. Such medical surveillance is done in

accordance with legislation at the various operations.

For example, in Australia, statutory medical surveillance

is conducted five-yearly in accordance with Western

Australian legislation, whereas in South Africa and

Ghana, such surveillance is conducted at least annually.

In South Africa, where the majority of our workforce is

located, medical surveillance is conducted at

occupational health centres (OHCs) at each of the

operations, whilst in Ghana, Venezuela and Peru, these

services are provided by external professionals. In

Australia, medical surveillance is the responsibility of the

Western Australian government.

Conventional medical surveillance is often reactive as

information fed back to occupational hygienists and

management about occupational diseases is historical in

nature. Occupational health staff strive to focus on the

early detection of diseases. These interventions will

assist in further prevention of ill health. Similarly, the early

identification of co-morbidities associated with

occupational diseases is being targeted as a means of

preventing ill health. To this end, screening for alcohol and

drug dependency is undertaken in Australia and active

and passive TB case detection remains a priority at the

South African operations.

Occupational disease

The graph overleaf demonstrates that occupational lung

disease accounts for the vast majority of occupational

diseases occurring at the Group’s South African

operations and constitutes 94 per cent of occupational

disease submissions in the past financial year, including

the submissions by South Deep for the last two quarters.

With this in mind, the occupational health and safety

discipline is targeting co-morbidities of occupational lung

disease, as well as factors which may predispose

employees to these conditions. Cigarette smoking, for

example, is known to predispose to both silica dust

disease and TB. Smoking cessation amongst employees

is therefore a major area of intervention. To this end,

GOLD FIELDS 2007

110

SUSTAINABLE DEVELOPMENT CONTINUED

OCCUPATIONAL HEALTH AND SAFETY

Gold Fields supported research into healthcare workers’

knowledge, attitudes and practices regarding prevention

of smoking in gold miners. With regard to the system of

medical surveillance at the operations, Gold Fields

continuously strives to identify and implement

improvements to the prevailing systems. Medical

surveillance is also required to screen out employees that

are physically unable to meet stringent job requirements

and are therefore at risk of endangering their lives and the

lives of others. In order to objectively assess an

individual’s ability to perform arduous tasks, Gold Fields

Occupational Health and Safety team has introduced the

Functional Work Capacity test battery

Healthcare workers’ knowledge, attitudes and

practices regarding prevention of smoking among

gold mine workers

Workplace smoking policies are based on

progressive anti-tobacco legislation, but there are no

formal smoking interventions to achieve the

objectives of such policies. Dr Vanessa Govender, an

occupational medical practitioner at Kloof Mine,

undertook research to determine the knowledge,

attitudes and practices of healthcare workers

regarding the prevention of smoking amongst miners

and to propose a framework for a smoking

intervention programme on the mines.

The study indicates that while an overwhelming

majority of healthcare workers (98.6 per cent) are

aware that smoking is harmful to one’s health and

84.1 per cent reported that they would routinely

enquire about patients’ smoking status, this was not

done in practice. In fact, only half of nursing records

and none of the doctors’ records documented

smoking history.

To this end, a Framework for Smoking Interventions on

the Mines is being implemented which focuses on

firstly, discouraging non-smokers from starting, and

secondly, assisting smokers to quit. Apart from

workplace education and awareness campaigns, the

programme introduces a standard procedure requiring

healthcare workers to enquire about smoking history

during all patient visits. If the patient is a smoker and

gives any indication of wishing to quit, his/her

dependence is assessed and assistance is then

offered through referral for behavioural therapy and/or

pharmacotherapy as indicated.

REGIONAL HEALTHCARE CHALLENGES

In addition to the general well-being that Gold Fields

Health Services seek to ensure for employees, they are

also called upon to mount an innovative response to

specific health challenges (such as epidemics) that arise

from time to time as Gold Fields expands its operations.

The most significant challenges that Gold Fields has been

managing with efficiency and pragmatism for some time

are HIV/Aids and TB in South Africa and malaria and

HIV/Aids in Ghana.

At our operations in Venezuela and the Cerro Corona

project in Peru, no comparable healthcare challenge

exists at present and we are building up medical

surveillance and employee wellness programmes in order

NIHL

70%

20%

Silicosis

COAD

OCCUPATIONAL DISEASES SUBMITTED TO THE

COMPENSATION AUTHORITIES BY GOLD FIELDS

SOUTH AFRICAN OPERATIONS (SOUTH DEEP

Q3 & Q4 ONLY) F2007

GOLD FIELDS 2007

111

to operate from a position of knowledge should any

challenge arise. In Australia, the impact of recreational

drugs remains the principal challenge for our workforce

and their families.

HIV/Aids and TB:

South Africa

As has been reported annually since 2000, Gold Fields

remains committed to managing HIV/Aids and TB. The

Group’s strategy continues to be one of prevention,

treatment, care and support. Ongoing engagement with

stakeholders, including trade unions, ensures that these

initiatives are widely supported, that key interventions are

audited to monitor and evaluate their efficacy; and that an

assessment of the economic impact of the disease on the

Group is updated annually.

Prevention

The HIV prevalence rate among employees of the

Group’s South African operations is estimated to be

28.3 per cent and operating costs attributable to

HIV/Aids are estimated at 2.3 per cent of payroll in

F2007. The Group’s actuarial advisors have projected

these two indicators as outlined in the graph below. Gold

Fields offers HIV prevention education and training to all

employees through the use of induction courses,

training events and peer education; and free condoms

are provided in the workplace and in mine

accommodation. Although other factors could play a

role, we believe that a reduction in high-risk behaviour

lies behind the reduced incidence of sexually

transmitted infections (STIs) treated at Gold Fields

Health Services: the rate has decreased from 147 cases

per 1

,000 employees in F2001 to a level of 98 infections

per 1

,000 employees in F2006. In F2007, it continued

this downward trend as reflected in the annualised rate

of 77 infections per 1,000 employees.

Projected HIV prevalence rates: Gold Fields South

African operations

STI rates: Gold Fields’ South African operations

(excluding South Deep)

Testing

Voluntary counselling and testing for HIV (VCT) is

offered at all GFHS facilities, and since F2004 16,639

employees have undergone VCT. VCT reinforces HIV

prevention and encourages those who test negative to

protect themselves. It alerts those that test positive to

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

F2001

F2002

F2003

F2004

F2005

F2006

100

150

200

250

GFIMSA

Kloof

Beatrix

Driefontein

SEXUALLY TRANSMITTED INFECTIONS (STI) PER THOUSAND

EMPLOYEES

GOLD FIELDS 2007

112

SUSTAINABLE DEVELOPMENT CONTINUED

OCCUPATIONAL HEALTH AND SAFETY

seek life-prolonging interventions. The Gold Fields VCT

motto is ‘Protect your HIV-free status with your LIFE’.

During F2007, 6,599 additional employees opted for

VCT, a 66 per cent increase in total employees tested to

date in the Group. This dramatic increase is attributable

to senior mine management who took full ownership of

VCT targets, which are included in their key

performance indicators. The benefit to employees and

Group has been a doubling of the numbers enrolling for

HIV care and treatment in the wellness and ART

programmes in F2007.

HIV testing and treatment

HIV/Aids

F2005

F2006

F2007

No. employees that

ever attended VRT

6,578

10,040

16,639

No. HIV positive

employees ever started

on wellness programme

1,444

4,012

9,059

No. HIV positive

employees ever started

on ART

560

847

1,703

Treatment

Gold Fields offers antiretroviral therapy (ART) to

employees diagnosed as HIV-positive. By April 2007,

1,703 employees had commenced ART since the

inception of the programme. Of these 1,301, or 76 per

cent, still remain on the programme, the remainder having

left due to retirement, resignation or death. Of those who

have been on treatment for a year or longer, medical

attendants are witnessing an 89 per cent adherence to

taking treatment, a level comparable to adherence rates

in developed countries.

TB management

A robust TB control programme to deal with the

escalation in TB cases is critical to the management of

Aids-related diseases. Gold Fields’ TB programme

predates the HIV epidemic and was scaled up to meet the

four-fold increase in new TB infections related to Aids.

The challenges of managing TB are well entrenched at

GFHS, that is:

•

Education on TB prevention and symptoms;

•

TB preventive therapy for HIV-infected employees;

•

Early detection of new TB cases;

•

Directly observed therapy; and

•

The ability to isolate and treat patients who, in future,

may be diagnosed with highly infectious multi-drug

resistant (MDR) TB.

In F2007, the incidence of new TB cases stabilised at

40.5 new infections per 1,000 employees, a slight

decrease from F2006 (41.4), which can be attributed to

improved surveillance at the occupational health

centres and improved diagnostics at Primary Health

Care Centres.

Extremely drug resistant tuberculosis (XDR TB)

GFHS works very closely with the Department of Health

to monitor report and manage MDR (multi-drug resistant)

and potential XDR TB cases. As yet, there are no

confirmed cases of XDR TB amongst Gold Fields

employees and, even where resistant TB is highly

suspected, patients appear to recover slowly, as opposed

to the rapid and deadly variety observed in other areas of

southern Africa.

GOLD FIELDS

2007

113

New TB cases per 1,000 employees per annum:

Gold Fields

Care and support

In cases where employees deny their condition or refuse

testing, thereby delaying diagnosis and treatment, or fail

to comply with treatment requirements, they do not

benefit from the life-prolonging ART provided. When

these employees are no longer able to work, they are

offered ill-health retirement (IHR) and, where possible,

are referred to a network of home-based care (HBC)

projects that Gold Fields sponsors. In F2007,

approximately 20.9 per 1,000 employees retired due to ill

health compared to 29.0 per 1,000 in F2006.

The company recorded eight deaths per 1,000 employees

that were related to medical conditions (including Aids).

The rate remains relatively unchanged from F2006

(10 per thousand) and that of the pre-Aids era when it

was seven per thousand employees.

Research

Gold Fields continues to support South African Safety in

Mines Research Council (SIMRAC) research projects, a

tripartite initiative. Gold Fields’ South African operations

are involved in numerous research projects around

reducing diseases from noise and dust, including the

Thibela TB research project, aimed at reducing the

burden of TB disease, which is being conducted by the

Aurum Institute for Health Research and co-funded by the

Bill and Melinda Gates Foundation.

Gold Fields will be participating in and contributing

towards a Southern African HIV Therapeutic Vaccine

Project (the Theravax Project). This collaborative

strategic HIV/Aids health initiative is aimed at advancing

therapeutic vaccine clinical trials within southern Africa.

The Virax vaccine technology and the related Theravax

Project proposal have been extensively discussed with

HIV clinicians in South Africa and are favourably regarded

due to the potential for the vaccine to prove an effective

early therapeutic intervention, potentially delaying the

requirement to start ART by some years.

Malaria:

Ghana

In its continued engagement with Ghanaian healthcare

authorities and other mining companies operating in the

country, Gold Fields continues to monitor and assess

the effectiveness of malaria control programmes

implemented by other roleplayers. We continue to see a

gradual decline in malaria incidence amongst our

workforce and their communities. Nevertheless, the

disease remains the dominant cause of cases presenting

at our clinics and our local medical staff continue to

manage the disease through symptomatic treatment. This

avoids the long wait for test results and entails treatment

generally being administered at an earlier stage, allowing

more effective and less drug-intensive treatment. We

remain satisfied that the current focus of malaria

management, which does not rely on mass spraying but

focuses instead on primary preventative behaviour-based

measures, remains the most sustainable approach.

These efforts include the widespread use of mosquito

GOLD FIELDS 2007

114

SUSTAINABLE DEVELOPMENT CONTINUED

OCCUPATIONAL HEALTH AND SAFETY

nets, and the selective, targeted treatment with larvicide

of temporary water bodies identified as mosquito-

breeding hotspots.

Community health and HIV/Aids:

Ghana

HIV/Aids in Ghana has persisted at levels lower than

those in southern African countries. Nevertheless, Gold

Fields continues to work actively with Ghanaian

authorities to promote voluntary counselling and testing

(VCT) as a tool for behavioural change. The HIV/Aids

Policy agreement signed with the Ghanaian Mineworkers’

Union and Officials’ Associations sets out the

management framework for the ongoing work on the four

defined elements of Gold Fields Ghana’s HIV/Aids

programme: Education, Prevention, Care and Support.

All employees are exposed to education, training and

counselling services. Free treatment of sexually

transmitted infections for employees and their immediate

dependants continues. The awareness campaign

conducted by the volunteer peer educators and

community health facilitators also continues, having

reached approximately 5,000 employees, dependants

and contractors by the end of F2007. By year-end 60 per

cent of employees at Tarkwa had undergone VCT

compared with 13 per cent in F2006.

Gold Fields and AngloGold Ashanti jointly financed the

construction of a US$53,000 STI/VCT testing centre for

the Tarkwa Government Hospital in January 2007 to

serve the general populace including miners who opt for

off-site testing and also would like to have access to

ART therapy.

Drugs in the workplace:

Australia

Recreational drug use remains the principal workplace

challenge for most Australian employers. Gold Fields’

Australian operations remain focused on employee fitness

for work, without judging what employees do in their

personal time. In line with our ‘three strikes and you are

out’ policy, we conducted a large-scale survey in May 2007

in which about 10 per cent of those tested were

found to be positive, with the drug of choice being

methamphetamine. Although these results are not unusual

for an Australian resources sector workforce, for reasons

of workplace safety, we do not tolerate such a situation,

even though the disciplinary action associated with the

management of this issue contributes to staff turnover.

Healthcare infrastructure:

South America

Prior to the acquisition of Choco 10 by Gold Fields, mine

employees relied on the public healthcare infrastructure

for their non-occupational healthcare needs. During

F2007, we put in place a comprehensive medical

surveillance system to build a medical baseline of all

employees. This initially covers regular aural, optical,

cardio-vascular, respiratory and dental assessments on

which the Group, over time, will build a database to

respond to individual and general healthcare challenges

more effectively. Gold Fields has funded the construction

of a fully-equipped community hospital. To date, no non-

occupational diseases reportable in terms of Venezuelan

legislation have been diagnosed among our workforce or

their families.

In Peru, our communities live at high altitudes and a

common feature of almost all families living outside of

towns is the absence of chimneys in homes due to the

need to preserve heat. This, together with a tradition of

using cow dung as a fuel source for indoor cooking of

food, results in a relatively high level of respiratory

conditions among rural people living in the high Andes.

From the data gained from the project’s medical induction

procedure we are building an understanding of the

medical challenges we are likely to encounter once the

mine is fully operational.

GOLD FIELDS 2007

115

ENVIRONMENTAL MANAGEMENT

Stakeholder issues and management performance

covered in this section:

Issues relevant and material

Pages

•

Management system

115-116

•

Incidents

116-117

•

Water management

117-118

•

Energy and climate

118-121

•

Biodiversity and land-use management

121-122

•

Materials and waste

116, 122-124

•

Mine-life and closure planning

125-126

Managing our environment

The core of Gold Fields’ approach to environmental

management is the operation of its certified ISO 14001

environmental management system, which we expect

all operations to work towards and maintain. During

F2007, Gold Fields’ environmental management

systems were recer tified as complying with the

requirements of the ISO 14001:2004 environmental

management systems. Other than Choco 10 and South

Deep, all operating mines were recer tified. The

cer tification process, which takes the form of a

cer tification audit, identified only minor non-

conformances at the South African, Ghanaian and

Australian operations.

The non-conformities recorded by the external auditors

are minor in their extent and do not represent any

significant environmental impact. All were rectified and

formally closed out to the satisfaction of the external

auditors within six weeks of the audit, as required by

the process.

At Choco 10, work associated with environmental

permitting requirements and the water shortage delayed

the implementation of the environmental management

system. In South Africa, South Deep Mine is on track for

a certification audit during 2008. Although still under

construction, Cerro Corona continues to make progress

in the development of the procedures and monitoring

protocols required to move its management system

towards certification. We believe that we remain on

target at the exploration sites we control for their

environmental management systems to be certified to

the ISO 14001:2004 standard. As this occurs, we will

continue to expand the disclosure of our environmental

data in line with materiality, operational needs and

stakeholder input.

In the previous report we outlined, in some detail, how the

ISO 14001 Environmental Management System (EMS),

which seeks continued improvement across a broad

range of issues, sets targets for practically every

workplace activity and resource utilisation at business

unit level.

The continual improvement imperative set by the EMS

continues to drive a number of water-saving initiatives in

our South African West Rand operations despite these

operations being in a water surplus or water positive

position. West Rand has maintained last year’s lower

water consumption rate of four tons of water per ton of

rock mined. The benefits of such a reduction were

manifested in a corresponding reduction in energy

consumption due to reduced water pumping. Similarly, the

EMS contributes considerably to a more holistic

assessment of other, more conventional cost-saving

initiatives that form part of Project 500 and Project

Beyond, ensuring that short-term cost savings are not

negated by increased environmental impact or risk.

The tables in this section reflect the Group’s performance

with regard to key consumables. The data represents a

moving base line for evaluating continued improvement of

key activities.

GOLD FIELDS 2007

116

SUSTAINABLE DEVELOPMENT CONTINUED

ENVIRONMENTAL MANAGEMENT

F2007

F2006

F2005

Timber (tons)

Driefontein

43,942

43,204

45,100

Kloof

37,574

55,735

39,900

Beatrix

42,587

43,259

46,100

*International operations excluded as they do not use timber in their

process

F2007

F2006

F2005

Blasting agents
(tons)

Driefontein

1,400

1,042

1,400

Kloof

1,160

1,415

1,300

Beatrix

5,185

4,607

4,600

Tarkwa

29,712

28,556

23,000

Damang

3,568

2,044

1,300

St Ives

4,256

4,928

4,000

Agnew

3,287

4,130

1,700

F2007

F2006

F2005

HCL (tons)

Driefontein

710

1,967

2,690

Kloof

433

599

790

Beatrix

738

692

840

Tarkwa

1,267

1,444

1,100

Damang

173

232

200

St Ives

236

288

370

Agnew

192

140

150

F2007

F2006

F2005

Lime (tons)

Driefontein

5,782

7,580

7,600

Kloof

3,589

4,916

9,100

Beatrix

3,422

3,033

3,900

Tarkwa

3,537

3,085

2,500

Damang

3,251

3,239

3,500

St Ives

11,820

9,786

18,300

Agnew

1,402

2,042

2,400

F2007

F2006

F2005

Cement (tons)

Driefontein

458

1,520

900

Kloof

1,770

4,032

4,200

Beatrix

587

762

1,100

Tarkwa
(Excl contractors)

67,905

64,507

72,100

Damang
(Excl contractors)

4.75

St Ives

8,674

8,386

11,500

Agnew

2,255

2,051

2,400

F2007

F2006

F2005

Caustic soda
(tons)

Driefontein

359

592

650

Kloof

176

510

Beatrix

512

556

530

Tarkwa

749

619

300

Damang 336

347

330

St Ives

330

284

370

Agnew

274

297

280

ENVIRONMENTAL INCIDENTS

Incident reporting is mandatory at all our operations as
a key indicator of the functioning of the EMS. The data
generated through the incident reports allows root cause
analysis and, following management approval,

generates rectifying or remedial responses. The impact
classification system, formally in place since 2002,
classifies incidents from levels-1 to 5 as follows:

Level-1 – incidents of minor non-compliance that result in
no or negligible adverse environmental impact.

Level-2 – incidents that result in short-term, limited and
non-ongoing adverse environmental impact.

Level-3 – incidents that result in ongoing, but limited
environmental impact.

Level-4 – incidents that result in medium-term
environmental impact.

Level-5 – incidents that result in long-term environmental
impact.

GOLD FIELDS 2007

117

Incident statistics trend

Level

F2002

F2003

F2004

F2005

F2006

F2007

112

565

1,222

1,174

802

1,538

144

208

129

117

The rise in incident numbers during F2007 is due in part

to improved recognition of level-1 incidents at the South

African operations as well as the addition of Choco 10

and South Deep to the statistics. About 25 per cent of

level-2 incidents related to spillages of slimes or tailings

and process water discharges.

Level-3 incidents reported

Beatrix (1)

During the first quarter, the receiving water quality

objective at a monitoring point in the Boschluis Spruit

was exceeded. Following engagement with regulators,

a number of seepage interception options were

discussed. The remedial action agreed upon is a listed

activity construction of a weir in the spruit, requiring a

basic environmental impact assessment (EIA).

This was completed during the second quarter of

F2007 and regulator approval was given during the

fourth quarter.

South Deep (1)

During November 2006, a lower production rate and plant

failure caused an imbalance in the water volumes

entering the return water dam, resulting in an overflow. No

change in water quality in the public stream was

observed. Ferrous sulphate bags were placed in the

overflow of the dam to neutralise any cyanide levels

should the overflow reoccur.

St Ives (1)

During November 2006, an overflow of the TSF3 return

water dam occurred, causing the release of

1,300 cubic metres of saline process water into the

receiving environment. The incident was reported to

the authorities who, by year-end, had not concluded

their investigations.

WATER MANAGEMENT

The management of water usage and the prevention of

water pollution is a key objective of environmental

management at all our operations and projects. By its

very nature, the industry is a significant user of water and,

therefore, all sites have infrastructure and systems in

place to monitor their usage, to understand and measure

their impacts on water quality, and to maximise recycling

opportunities of this precious resource.

The ongoing administrative non-conformance, highlighted

in previous reports, remains the updating of the water

licences of our South African operations. All mines have

submitted their applications and, while they await the

issuing of the new licences, continue to operate under

their old permit conditions. Their right to do so, as an

interim measure, has been confirmed by the responsible

regulator, the Department of Water Affairs. Only a minority

of other South African mining companies have received

new water licences required by the new dispensation.

GOLD FIELDS 2007

118

SUSTAINABLE DEVELOPMENT CONTINUED

ENVIRONMENTAL MANAGEMENT

During previous years, the rains feeding the headwaters

of the Volta River, the principal source of water for

Ghana’s Akosombo Dam, were considerably below

average, dropping reservoir levels for Akosombo, Ghana’s

principal source of electrical power, to levels where load-

shedding posed a risk to the ongoing production in the

country’s gold mining sector. Gold Fields Ghana, in a

consortium with three other companies (Newmont,

AngloGold Ashanti and Gold Star Resources), purchased

an 80mgw power plant to supplement the country’s power

requirements. The cost of the plant is US$40 million

which was evenly shared by the companies. The plant

has been installed and was operational as of early F2007.

Water shortages caused by unusually low rainfall have

also significantly affected production at Choco 10.

F2007

F2006

F2005

Total water
withdrawal (m

)

Driefontein

16,416,000

17,450,000

18,200,000

Kloof

20,799,974

23,862,289

25,500,000

Beatrix

16,912,192

13,204,645

15,100,000

Tarkwa

5,596,000

2,539,527

5,200,000

Damang 594,376

673,439

800,000

St Ives

3,941,007

3,213,848

3,600,000

Agnew

192,612

2,128,000

2,100,000

Backfill of worked-out surface pits: Australia

Gold Fields’ South African operations have been

backfilling stoped-out areas of underground workings

for decades to improve rock stability and optimise

underground heat control through heat load reduction

and ventilation air optimisation. Backfilling of surface

workings is a relatively recent development on Gold

Fields’ operations and is currently only undertaken by

the Australian operations.

The advantages of surface backfill to worked-out pits

are that it removes the need to construct new mine

waste disposal facilities like waste rock dumps,

reducing rehabilitation and closure liabilities. For the

long-term sustainability of water quality of closed

mining areas, back-filling final pit voids has the

considerable advantage of preventing the formation of

final void lakes and the associated long-term impacts

on post-mining void water quality. It also reduces the

risk associated with an open void in the form of both

public liability and risk to livestock and wildlife.

In determining whether a completed pit is suitable for

backfill, detailed hydrogeological studies are undertaken

(particularly for pits to be backfilled with tailings) to ensure

that contaminants will not be mobilised from the backfill

by percolating groundwater, potentially affecting

downstream water users and ecosystems.

At Agnew, the decision to backfill the Redeemer pit

with tailings avoided the requirement to build a new

Tailings Storage Facility when the previous facility

reached capacity. At St Ives, the land-based North

Orchin and Orchin pits have been backfilled. In

addition, the following lake-based pits were backfilled

with waste rock and levelled to the lake surface: West

Agamemnon, Intrepide, Redoubtable, South Delta and

Minotaur. It is expected, with time, that lake sediments

will encroach over the backfill and eventually the white

salt crust characteristic of Lake Lefroy will be re-

established.

ENERGY AND CLIMATE CHANGE

Since joining the International Council for Metals and

Mining (ICMM), Gold Fields has committed itself to the

ICMM’s position on climate change, which recognises

the significance of climate change as a global issue

GOLD FIELDS 2007

119

requiring sustained reductions in greenhouse gas

emissions (GHG) at a global level. (For full text see:

www.icmm.com/publications/1200ICMMPositionStatem

entClimateChange.pdf) For Gold Fields, this commitment

entails meeting or exceeding government emission

standards, monitoring and reducing of GHG emissions

and reporting such in a manner consistent with the Global

Reporting Initiative format.

To date, Gold Fields has focused its efforts primarily on

energy efficiency projects, many of which have grown

from the continuous improvement requirements of our

Project 100+, Project Beyond and the ISO Environmental

Management System. During the year under review, we

investigated a variety of less carbon-intensive energy

sources for both opencast and underground operations,

which could potentially allow us to diversify our energy

mix and take advantage of the opportunities in the carbon

market. As our understanding of the opportunities of this

market deepens, we will report more fully on this issue.

Moving forward we will seek a more comprehensive

understanding of the emissions of our key suppliers in

order to incorporate these into our monitoring, reduction

and reporting efforts.

Energy consumption

In South Africa, Gold Fields has signed the Energy

Efficiency Accord in terms of which signatories pledge

to investigate the reduction of their energy usage by

15 per cent by 2015, using 2004 as a base. To meet this

target, the Group is addressing its three principal areas

of energy consumption: pumping, compressors and

ventilation. The benefit to the Group arises from both

reduced unit cost for electricity as well as reduced

energy consumption. The national utility is partly funding

these projects via the Demand Side Management Fund,

which was approved by the National Energy Regulator

of South Africa.

As a result of this co-operation, Gold Fields has received

an undertaking from Eskom that it will receive prior

warning when load-shedding is to take place and the

Group has contingency plans in place should power cuts

occur. Based upon the results of its risk management

system, we will also be installing more generation

capacity at our South African operations.

Gold Fields is responding to Eskom’s power supply

constraints during the evening peak period by

partnering with the national utility to implement 24 load-

shifting projects with the potential to shift 120MW of

electricity demand out of the peak period by 2009.

Projects include improved management of hot and cold

water systems, compressed air, ventilation fan control,

thermal ice storage and energy-efficient lighting. One

such project has been the cessation of pumping at

Kloof 5 shaft, which is designed to allow the overall

closure of 5 shaft. Water previously pumped from

5 shaft will now flow down to 10 shaft. This has

delivered savings of R14 million for the year. The Group

is also proceeding with the installation of three high-

pressure water-pumping systems known as Three

Chamber Pipe Feed Systems (3CPFS). These systems

utilise the pressure of water pumped into the mine to

displace water from underground, thereby assisting in

dewatering the mine. The mine dewatering pumping

requirements constitute more than 25 per cent of total

energy usage in a deep level gold mine. The 3CPFS

project is complemented by the Pump Efficiency

Monitoring Project, which uses real-time efficiency

monitoring to optimise pump maintenance. Initial

monitoring results have exceeded expectations of

power cost savings opportunities.

Gold Fields is also investigating a variety of passive solar

heating technologies for both residential and industrial

use, particularly with respect to the supply of hot water for

new change houses.

We are in the process of assessing all our data and

trends and are investigating normalisation factors

that could facilitate performance management.

A fundamental component of this process includes our

GHG emissions. As a result of our Australian operations

being part of the Australian Greenhouse Challenge Plus,

their initiatives provide a good platform for extrapolation to

all our operations.

F2007

F2006

F2005

(tons)

Driefontein

Not reported Not reported Not reported

Kloof

Not reported Not reported Not reported

Beatrix

13,436

17,520

18,000

Tarkwa

137,431

112,670

96,000

Damang 37,931

45,010

33,000

St Ives

853,840

993,427

160,000

Agnew

Not reported Not reported

64,000

F2007

F2006

F2005

Electricity
(MWh)

Driefontein

1,904,075

1,910,100

1,874,000

Kloof

1,833,957

1,887,032

1,766,000

Beatrix*

863,460

931,533

953,000

Tarkwa

200,,282

202,641

163,000

Damang 87,606

107,006

108,000

St Ives

192,248

187,037

148,000

Agnew

51,472

48,121

46,000

*In addition Beatrix used 50,000 tons of grade A coal

GOLD FIELDS 2007

120

SUSTAINABLE DEVELOPMENT CONTINUED

ENVIRONMENTAL MANAGEMENT

The Group is also replacing its diesel-operated

locomotives at the long-life shafts of the South African

operations with battery-powered locomotives. South

African operations have 949 locomotives: 750 diesel

and 199 battery. This project replaces 268 diesel units

at the long-life shafts, and replaces them with 176

battery units. The battery locomotives are safer, more

efficient and cheaper to operate. All projects have been

assessed not merely for their energy implications

but also through a safety and operational continuity

risk assessment.

During the early part of F2007, the lighting system at the

Group’s Parktown Corporate Office was changed to a

more efficient system, which is managed by room

occupied sensors. This has resulted in year on year

energy savings of about 25 per cent or 312,036kWh or

R119,222 equivalent.

Clean Development Mechanism:

South Africa

Methane has been venting from the Free State

goldfields since mining started in the area decades ago,

with one of the highest emitters being our Beatrix Mine.

Methane is a potent greenhouse gas whose

contribution to global warming is 21 times higher than

that of the most abundant greenhouse gas – carbon

dioxide. Gold Fields is investigating the viability of a

carbon credit project under the Clean Development

Mechanism of the Kyoto Protocol for capturing and

destroying methane naturally venting from old

exploration boreholes and underground sources.

A number of options are available for the destruction of

the methane, and there is also the possibility that the

methane could be burnt as a fuel, generating power for

Beatrix. The results of this investigation should be

known during F2008.

GOLD FIELDS 2007

121

F2007

F2006

F2005

Electricity (TJ)

Driefontein

6,854

6,876

6,740

Kloof

6,602

6,793

6,360

Beatrix

3,108

3,353

3,430

Tarkwa

721

729

590

Damang 315

385

380

St Ives

696

672

530

Agnew

185

173

160

F2007

F2006

F2005

Diesel (TJ)

Driefontein

160

Kloof

110

113

Beatrix

Tarkwa

1,855

1,,519

1,300

Damang 1,166

583

370

St Ives

811

654

825

Agnew

367

361

271

F2007

F2006

F2005

Petrol (TJ)

Driefontein

10.65

9.42

10.2

Kloof

5.35

5.45

4.8

Beatrix

5.82

5.43

7.3

Tarkwa

0.6

0.5

0.7

Damang 0

St Ives

3.0

4.0

3.6

Agnew

0.25

0.35

0.3

F2007

F2006

F2005

LPG (TJ)

Driefontein

5.85

4.2

3.87

Kloof

3.0

3.2

2.4

Beatrix

Tarkwa

3.8

6.1

5.1

Damang 57

80.3

112

St Ives

39.1

37.6

Agnew

21.6

21.7

15.5

BIODIVERSITY AND LAND USE MANAGEMENT

Since engaging with ICMM, Gold Fields has recognised

that our approach to biodiversity was driven too heavily by

information derived from site and project EIAs, leading to

wide differences in Group practice.

The ICMM’s sustainable development principles, inter alia,

commit its members to contribute to the conservation of

biodiversity and integrated approaches to land use

planning, and supporting the development and

implementation of scientifically sound, inclusive and

transparent procedures for integrated approaches to land

use planning, biodiversity, conservation and mining. Our

challenge is to develop a policy position applicable to the

diverse settings of our operations, their diverse

ecosystems and the differing levels of human impacts

that already exist there.

Some of the first steps have already been taken, for

example the regional fauna and flora survey undertaken

by St Ives in Australia. This created a more robust set of

regional data with which to support specific land-use

decisions, which has proved superior to the narrowly

focused EIAs conducted to date for specific portions of

the tenement.

GOLD FIELDS 2007

122

SUSTAINABLE DEVELOPMENT CONTINUED

ENVIRONMENTAL MANAGEMENT

was agreed in February 2007 that the project be scaled

down and integrated into the ongoing SEED

programme. Partially in response to continued

community interest, Gold Fields Ghana is currently

investigating the viability of the so-called smallholder

system, which is quite common in local palm oil

production companies. Gold Fields Ghana remains

committed to identifying a larger, economically viable

project, but will not proceed at the expense of

unacceptable social or ecological impacts.

Agrihold:

South Africa

In South Africa, the Living Gold project, which produces

flowers under glasshouse conditions on land owned and

formerly disturbed by Gold Fields on the West Rand,

continues to operate despite fierce competition from

growers in northeast and east Africa. Living Gold, the

palm oil feasibility project and a range of other possible

ventures involving the use of larger tracts of land

owned, but not used, by Gold Fields mining operations

in South Africa, have been grouped into a commercial

entity titled Agrihold, a wholly-owned subsidiary of Gold

Fields Limited.

As we further our understanding on how best to give

effect to the ICMM principle of biodiversity and land use

management, we will devise suitable indicators with

which to measure progress and report on them.

WASTE MANAGEMENT

Gold Fields does not produce, transport, import or export

any waste categorised as ‘hazardous’ under the terms of

the Basel Convention, nor do we make use of any outside

source of waste material in the mining and concentrating

of gold.

As part of the environmental management strategy for

the Cave Rocks project, St Ives Gold Mine has

committed A$50,000 per year to a feral animal control

project in the Kambalda region. Feral animals are an

introduced species, which have established themselves

in the wild and include cats, dogs and goats. They impact

on native species by predation, for food and shelter,

destroying habitat, and by spreading diseases. Feral

goats were identified as a particular issue as they affect

indigenous vegetation through soil damage and the

overgrazing of indigenous herbs, grasses, shrubs and

trees. For St Ives, this holds particular implications for

mine site rehabilitation and end land use, as this is

envisaged to return to pastoral use. Control of feral

species cannot be practically undertaken on a site-by-

site basis, and needs to be a regional initiative to be

effective. The feral animal control programme is,

therefore, being undertaken as a joint initiative between

mining companies, the Department of Environment and

Conservation and local pastoralists.

Alternative land use:

Ghana

In 2004, Gold Fields Ghana embarked upon a

programme to identify a project that would provide for

sustained economic vitality in stakeholder communities

in the vicinity of the Tarkwa and Damang Gold Mines

after mine closure. Following a review, agribusiness was

chosen as the focus area for the investigation of

opportunities and the cultivation and production of oil

palm was selected as the most suitable activity. As the

feasibility on the potential for oil palm progressed,

however, it was realised that the project required the

displacement of existing but not formerly identified

agricultural activity, particularly food production, on a

large area within the stakeholder community. Concerned

about displacing additional farms and settlements, it

GOLD FIELDS 2007

123

Those wastes classified as hazardous by any of the

jurisdictions within which we operate, such as oils,

chemical containers and medical waste, continue to be

disposed of through registered third parties in disposal

sites permitted for that purpose. This activity forms

part of our environmental management system. The

principal waste products by volume are waste rock and

tailings, which are generated as a by-product of mining

and of the metallurgical extraction of gold from the ore.

This material continues to be disposed of in permitted

waste rock dumps and tailings storage facilities on

mine property. For underground safety roof support,

our South African operations continue to use a

small percentage of the tailings generated as

backfill underground.

Due to the presence of naturally-occurring low levels of

uranium in the orebody mined by South African gold

miners, the National Nuclear Regulator (NNR) monitors

and audits the performance standards, conditions and

procedures associated with the processing of ore and the

deposition of the tailings on tailings facilities. Although

Gold Fields produces no uranium, it remains subject to,

and has throughout F2007 complied with, all the permit

conditions of the NNR, which ensure occupational as well

as public safety.

F2007

F2006

F2005

Tailings to
dams (tons)

Driefontein

9,779,083

6,592,996

6,534,000

Kloof

3,710,101

3,681,623

5,128,000

Beatrix

3,590,000

3,540,324

4,118,000

Tarkwa

5,230,888

4,686,966

3,190,000

Damang 5,269,310

5,327,955

5,215,000

St Ives

4,669,446

4,567,611

3,753,000

Agnew

3,226,978

3,161,159

1,170,000

F2007

F2006

F2005

Waste rock to
dump (tons)

Driefontein

559,946

319,783

385,000

Kloof

1,120,821

473,371

625,000

Beatrix

934,439

731,738

722,000

Tarkwa

82,168,348

74,353,234

61,666,000

Damang 28,109,727

21,427,370

9,050,000

St Ives

5,210,789

17,028,304

20,360,000

Agnew

18,234,119

14,254,210

2,060,000

Product stewardship and materials management

The concept of product or materials stewardship has

been defined by the ICMM as the range of activities

that can be undertaken to ensure that all stakeholders

work collectively toward the responsible use of metal

and minerals resources. The scope of a company’s

materials stewardship will depend on the extent of their

business throughout the product life cycle. We

understand product stewardship as a natural extension

of our inclusive approach to sustainable development

in which mining companies, product designers and

users, regulators, the recycling industry and NGOs

should seek to co-operate to minimise the

environmental, health and safety risks at all stages of

the material cycle so that – to the largest extent

possible – the value of the material is captured and

recirculated throughout the economy, while any

negative impacts are minimised.

Cyanide management

Cyanide is added to crushed ore in the metallurgical

plant to create soluble gold, that is, cyanide complexes

from which the gold can be recovered by a process of

GOLD FIELDS 2007

124

SUSTAINABLE DEVELOPMENT CONTINUED

ENVIRONMENTAL MANAGEMENT

Fields acquired South Deep Mine in December 2006.

Although both the previous operators of the mine were

Code signatories, little progress towards Code

implementation was made prior to acquisition.

Nonetheless, this site will attempt to seek certification

alongside our other South African operations.

In moving towards Code compliance, significant capital

expenditure may be required for certain sites to become

compliant with Code requirements, and provision for such

capital work was budgeted for in F2007. An example is

the review of tailings management strategies for the

South African operations, which is also required to

achieve compliance with the revised Regulation 704 of

the National Water Act.

In terms of the Code, signatory mining companies are

required to source and transport cyanide from companies

who are certified to the Code.

The text of the Code, the list of operations covered

by signatory company applications, along with

implementation and administrative documents can be

found at www.cyanidecode.org.

Through our membership of the World Gold Council and

ICMM, Gold Fields will continue to gain a better practical

understanding of the need for product stewardship for its

business. Through these organisations we have also

engaged with the Initiative for Responsible Mining (IRMA)

a multi-sector effort, launched in Vancouver, Canada in

2006, to develop and establish a voluntary system to

independently verify compliance with environmental,

human rights and social standards for mining operations.

IRMA seeks to build on the existing foundation of

research, tools and initiatives. Participants include mining

companies, jewellery retailers, NGOs and trade

associations.

electro-winning. Cyanidation is the only commercially

viable method of gold extraction and has been in use

since the 1890s.

F2007

F2006

F2005

Cyanide (tons)

Driefontein

1,626

1,478

1,540

Kloof

946

937

1,380

Beatrix

955

972

1,100

Tarkwa

10,462

9,750

10,300

Damang

1,800

1,969

2,030

St Ives

3,419

2,770

2,890

Agnew

733

646

600

In November 2005, Gold Fields became a founder

signatory to the International Cyanide Management Code

(the Code), a voluntary industry initiative for

manufacturers, transporters and consumers of cyanide in

the gold sector. The Code commits operations to

standards of practice in nine areas: cyanide production,

cyanide transport to mine sites, the handling and storage

of cyanide reagent, on-site use and management of

cyanide, the decommissioning of cyanide facilities,

worker safety, emergency response, training and

stakeholder engagement. Companies have three years

from date of signature to comply with the Code.

All Gold Fields’ mines will be seeking certification under

the Code with the following exceptions: The Cerro Corona

project in Peru will generate a gold/copper concentrate by

means of a process that does not use cyanide and,

therefore, does not require certification. The Choco 10

project in Venezuela was acquired after November 2005

(when Gold Fields became a Code signatory) and is,

therefore, not currently scheduled for certification. Gold

GOLD FIELDS 2007

125

Region

Supplier

Certification status

Ghana operations

Orica and Barbex Technical Services Limited

Underwent certification audits in

(respectively supply and transport cyanide).

June 2007 and are awaiting results.

Australian operations

Australian Gold Reagants Pty Limited (AGR).

Transport division was certified as being

‘substantially compliant’ in September

2006. AGR’s cyanide production facility

has yet to be certified to the Code.

South African

Sasol Polymers supplies and Sasol Infrachem

Sasol Infrachem was certified as being

operations

transports cyanide for South African operations.

‘fully compliant’ and Sasol Polymers was

certified as being ‘substantially compliant’

with the Code in March 2007.

We believe that in our capacity to act as stewards of the

materials we produce, we need to adopt a partnership

approach. For this purpose, we will explore the

development of a set of guidelines to facilitate the

incorporation of our principles into the value-added

chain. To create an understanding of this issue within

our procurement function, we will be working with key

suppliers to ensure that, throughout our value chain, we

can support our commitment to sustainable

development through more informed choices. As our

ability to do so evolves, we plan to report in more

substantive detail in future.

MINE CLOSURE

By end F2007, the total closure cost for the South

African operations was calculated over the current life-

of-mine period to be R1,181 million. For the Ghanaian

operations it amounts to US$28 million, for the

Australian operations to A$87 million and for the

Venezuelan operation unchanged at US$5 million. The

F2006 figures were R976 million for South Africa,

US$21 million for Ghana, A$55 million for Australia and

US$5 million for Venezuela respectively.

For the Ghanaian operations, the changes stem from the

expansion of mining infrastructure, while an external

review of the liabilities for the Australian operations

recommended increases based largely on the increased

fuel and equipment hire costs associated with demolition

and the costs of longer post-closure tenement lease

periods. Although still at project stage, a conceptual

closure plan with a liability of US$20 million has been

developed for Cerro Corona.

The stakeholder input received during the public

consultations associated with the closure plan meetings

for our South African operations held during F2006, has

now been integrated into the revised closure planning

estimates and schedules. A key benefit for stakeholders

from this process has been greater clarity as to the

timescale that Gold Fields remains committed to the area.

Guided by the feedback from our stakeholder

engagement and insights gained from interaction with

industry peers, we continue to explore opportunities for

converting closure-related liabilities into potential assets

for other land users. Our Living Gold project was partly

motivated by this approach, as is our practice to allow the

agricultural use of certain sections of rehabilitated areas

GOLD FIELDS 2007

126

SUSTAINABLE DEVELOPMENT CONTINUED

ENVIRONMENTAL MANAGEMENT

on our Ghanaian properties by the community. In this way,

we hope to reduce the pressure on as yet undisturbed

land by our stakeholder communities.

FINES AND LEGAL ACTIONS

During F2007, no money was paid by the Group or its

operations in fines or penalties resulting from

environmental transgressions. Neither were any

environmentally-related legal actions brought against the

Group or its operations. However, the level-3 incident at St

Ives is being investigated by the regulator who will take a

view during F2008 on whether to issue an administrative

fine or to prosecute.

AWARDS

Building on the awards of 2004 and 2005, the

Environmental Protection Agency of Ghana again

awarded Abosso Goldfields (Damang) the ‘Most

Environmentally Committed Company Award for 2007’ at

a ceremony held on 5 June 2007.

GOLD FIELDS 2007

127

INVESTING IN COMMUNITIES

Stakeholder issues and management performance

covered in this section

Issues relevant and material

Pages

•

Community engagement

94, 100, 127

•

Education and skills development

127

•

Socio-economic development

of communities

95-96, 100, 128-129

•

Relationships with regulators

98-102, 127

APPROACH TO COMMUNITY INVESTMENT

Gold Fields finds that in all the diverse environments

within which it operates or develops mines, the local

governments, in various degrees, seek to persuade it to

accept a role in providing social and economic services to

the community. While we seek to play a role in the

sustainable development of our host communities, we

remain conscious that mining operations will, eventually,

come to an end. Our community investment efforts,

therefore, continue to favour longer term capacity-building

interventions aimed at building human capital and

overcoming specific infrastructural constraints to local

economic development.

As set out in previous reports, all community investment

activities are administered and co-ordinated by the Gold

Fields Foundation or regional foundations that function

autonomously but are guided by the common vision of

community development adapted to local realities. The

formula according to which the various regional foundations

derive their funds from contributions by their regional

operations remains unchanged. A different approach to

community development projects is in place for Venezuela

in accordance with its differing national regulations.

GOLD FIELDS FOUNDATION: SOUTH AFRICA

The Gold Fields Foundation continued to fund projects in

the fields of education, community development,

environment, local economic development and health,

and committed R15 million for the year under review.

Notable among the projects supported are environmental

education centres in partnership with the World Wildlife

Fund (WWF), Rhodes University, United Nations

Environmental Project (UNEP) and others. Gold Fields

has invested in these infrastructure, training, curriculum

development and environmental education initiatives that

have helped formulate environmental issues in the South

African National Curriculum for over 30 years.

INTEGRATING SOCIAL AND LABOUR PLANS:

SOUTH AFRICA

During 2007, Gold Fields received its new-order mining

rights for our South African operations, with South Deep’s

application in progress. As part of this process, Gold

Fields and its individual operations submitted social and

labour plans (SLPs) in which they set out the range of

activities and targets designed to achieve the human

resource development and socio-economic development

objectives of the Mining Charter. The Foundation played

a major role in the development of the various SLPs and

this absorbed much of its capacity during the year.

Accordingly, the work of the Foundation in South Africa is

shifting towards addressing the priorities identified in the

Integrated Development Plans relating to poverty

alleviation, water and sanitation and the fight against

HIV/Aids.

In future, the Foundation will identify the correct

agencies within municipal and local government

structures with whom to partner to drive specific

projects as identified in the Integrated Development

Plans. The Foundation’s track record of supporting

multi-year projects and interventions will make this shift

in its focus gradual and will continue to be based on

ongoing stakeholder feedback, leading to a closer

integration of the Foundation’s work with that of mine-

based staff.

GOLD FIELDS 2007

128

SUSTAINABLE DEVELOPMENT CONTINUED

INVESTING IN COMMUNITIES

DELIVERING ON SEED: GHANA

In Ghana, the five-year sustainable community

development programme known as SEED (Sustainable

Community Empowerment and Economic Development

programme) whose origins and development were set out

in the previous annual report, entered its second year.

The specific goal of SEED is to improve the livelihood and

the quality of life of the 30,000 men, women and children

of the 16 primary stakeholder communities of our

operations by 2010. The SEED process is also designed

to prevent ongoing dependence on the Foundation by

maximising the participation of other stakeholders and

requiring the beneficiary community to formally allocate

land and labour contributions to approved projects.

Improved access to basic education was identified as a

critical developmental need in Gold Fields’ primary

stakeholder communities. In consultation with the Ghana

Education Service, and with the financial support of three

of Gold Fields Ghana’s major business partners –

Caterpillar, Shell, and Sandvik – the Foundation funded

the construction of three schools with associated early

childhood development centres, office blocks, store

rooms, teachers’ quarters and toilets. At the University of

Mines and Technology at Tarkwa, the Foundation also

funded the installation of a satellite-based wireless

Internet access system to facilitate the University’s

access to Internet-based information. The scholarship

programme for children in primary stakeholder

communities was also expanded during the year by

supporting 50 students in senior secondary, tertiary and

vocational schools.

The Foundation also expanded its livelihood programmes

in its primary stakeholder communities by continuing the

training of farmer groups. During the year, 2,411 farmers

were assisted with training in oil palm farming, vegetable

farming, cocoa growing and livestock rearing.

All-weather roads stimulate economic activity by

facilitating more efficient transportation of agricultural

goods to market from rural communities, as well as

improving access to healthcare facilities and other

public services. During 2007, access roads to four

primary stakeholder communities were upgraded and

two new access roads constructed at a total cost of

US$135,000. The Foundation also partnered with the

government’s rural electrification programme and

funded the supply of electricity pylons to two

communities to facilitate the establishment of a basic

power distribution system.

IDENTIFYING SUSTAINABLE PROJECTS:

SOUTH AMERICA

Following project approval for Cerro Corona, the

identification and piloting of sustainable CSI projects

was added to the objectives of the stakeholder

engagement process. Feedback from this

predominantly agrarian community, in which non-cash

exchange still plays a significant role, also suggested

that projects aimed at enhancing features of the local

agrarian economy would be the most successful. Thus,

Cerro Corona embarked on a programme of

stimulating milk-production through ar tificial

insemination of livestock and combined this with

agricultural extension work to improve pasture yields.

Over 300 families from the surrounding stakeholder

communities participated in the agricultural training.

The introduction of hardier, more resistant corn and

potato varieties to the area was also piloted. Results

from these pilot-level interventions should be available

during the course of F2008 and, following further

community engagement, one or both aspects of the

support programme may be scaled up to a level where

additional interventions aimed at reducing access

barriers to the market of Cajamarca will follow.

GOLD FIELDS 2007

129

EARLY COMMUNITY ENGAGEMENT: PROJECTS

AND EXPLORATION

The principal challenge faced by our exploration projects

is the temporary nature and limited scale of most of our

projects, within which it is often difficult to identify

interventions whose effect will continue beyond the Gold

Fields presence. Nonetheless, we are acutely aware that

future relationships with stakeholders will be formed by

their experience with the exploration project and the

conduct of our staff and contractors. Therefore, in line

with AA 1000 guidance, all projects begin with the

identification of the local leaders and stakeholders.

At Essakane, Burkina Faso, stakeholder engagement

revealed community expectations for support in the

rehabilitation and expansion of all forms of social

services. Mindful of the project status, support was

extended in a manner that did not create open-ended

expectations. However, as the project moved into its third

year, the areas where assistance was given were: the

repair of defective water pumps, HIV/Aids awareness and

malaria training for 73 community members.

The project also sought to contribute a positive legacy

through the contribution of materials for the construction

of nine additional classrooms in two villages, support to a

school canteen by the creation of a school garden for

vegetable production, the opening of three literacy

centres for adults with 77 participants, women and men.

At Kisenge, in the Katanga Province of the Democratic

Republic of the Congo (DRC), project staff identified the

rehabilitation of the local hospital and the repair of key

elements of the local transport infrastructure as priorities.

Given the remote location and the level of under-

development, such interventions can provide practical

contributions to local infrastructure from which both the

project and the community benefit.

GOLD FIELDS 2007

130

SUSTAINABLE DEVELOPMENT CONTINUED

HUMAN RESOURCES

Stakeholder issues and management performance

covered in this section

Issues relevant and material

Pages

•

Workplace diversity

98-99, 131-132

•

Human rights

130-131, 135

•

Non-discrimination

100, 131-132

•

Freedom of association, collective

bargaining and labour standards

130-131

Gold Fields continues to grow as a major international

employer with a total global workforce of 58,726,

including full-time contractors but excluding 2,179 capital

project contractors in South Africa. It provides direct

permanent employment to over:

•

52,454 permanent employees in South Africa

(including 8,634 contractors);

•

4,300 permanent employees in Ghana (including

2,334 contractors);

•

1,154 permanent employees in Australia (including

799 contractors);

•

675 permanent employees in Venezuela (including

154 contractors);

•

85 permanent employees in Peru; and

•

A further 58 (not including temporary staff contractors)

active in project development and exploration activities

across the globe.

A notable feature of the South African workforce is that

about 40 per cent continue to be nationals from

neighbouring countries, principally Lesotho and

Mozambique.

EMPLOYEE RELATIONS

In line with our Human Rights Policy which can be found

on the company website, Gold Fields continues to engage

with all representative unions of its global workforce. At

the end of F2007, 76.6 per cent of the permanent

employees of the South African operations were

members of one of three recognised trade unions.

Approximately 67.2 per cent belong to the National Union

of Mineworkers (NUM), 5.9 per cent are members of the

United Association of South Africa (UASA), and 2.4 per

cent belong to Solidarity.

During F2007, the South African operations experienced

no strikes, and only three operations – Kloof, Beatrix and

Gold Fields Health Services – experienced several

employees participating in one day of political protest

action. Consequently, we lost only 0.1 per cent of working

time to (non-negotiated) protest action, and 99.9 per cent

of shifts were worked.

Legal strikes by recognised trade unions are a legitimate

instrument of employer/employee engagement and

relations with organised labour have remained

constructive. During the year, a number of collective

agreements were concluded in respect of wages,

accommodation, healthcare, end of year breaks, agency

shops and the outsourcing of the IT Department.

Management and unions engage in a number of forums

to discuss policies such as HIV/Aids, Adult Basic

Education and Training, accommodation, employment

equity, job grading and the social plan (job retention).

A joint union/management umbrella body called the Gold

Fields Plenary monitors progress in these forums, and

the constructive engagement contributes positively to

relations between management and organised labour.

Gold Fields has continued discussions with the

International Federation of Chemical, Energy, Mining and

General Workers Unions (ICEM) regarding the possible

conclusion of an agreement or accord providing for

dialogue relating to Gold Fields’ compliance with the

Global Compact.

GOLD FIELDS 2007

131

The number of finalised dismissal-related disputes for the

South African operations declined marginally to 222

(F2006: 258). Of these, 10.5 per cent were settled,

10.4 per cent were lost while 79.2 per cent of the findings

were in favour of the Group. This data suggests a positive

trend towards fewer disputes in the company.

In Ghana, just over 1 per cent of our full-time workforce

consists of expatriates. About 40 per cent of the

workforce is represented by the Ghana Mine Workers

Union (GMWU). Engagement with the GMWU focused on

training and the provision of meals during working hours.

Our operations reported 13 terminations due to dismissal

or misconduct.

Our Australian operations experienced no industrial

action. However, five members of staff were dismissed.

In Venezuela, Choco 10 was twice affected by industrial

action, and 3 per cent of the workforce consists of

expatriates, mostly from South America.

WORKPLACE EQUITY AND DIVERSITY

The Gold Fields human resources objective remains the

attraction, development and retention of high-quality

people, to develop them to their full potential and to

reward them for their achievement, commitment,

innovation, and teamwork. At the South African

operations, there is significant congruence between the

employee initiatives pursued by Gold Fields and the

requirements of the Mining Charter, with the Charter

providing the socio-economic context for these initiatives.

The Mining Charter and our agreements with organised

labour set specific goals in the areas of human resource

development, employment equity, migrant labour,

housing and employee living conditions. Despite

increased demand for skilled labour created by the

commodities boom, we remain confident of our ability to

meet the challenging goals set by the Charter.

We have made steady progress in promoting diversity in

the workplace, with the aim of ensuring that our

operations are representative of the communities in

which we operate. This is especially relevant at our South

African operations as we address the inequalities of the

Female

Male

F2004

F2005

F2006

F2007

100

200

300

400

500

600

700

800

MANAGEMENT PROFILE BY GENDER

IN SOUTH AFRICA

Black

White

F2004

F2005

F2006

F2007

100

200

300

400

500

600

MANAGEMENT PROFILE BY RACE

IN SOUTH AFRICA

GOLD FIELDS 2007

132

SUSTAINABLE DEVELOPMENT CONTINUED

HUMAN RESOURCES

Table: Percentage targets and actuals for HDSAs in South Africa

June

June

June

June

2007*

2006

2005

2004

2003

2002

2007

2008

Occupational category

Actual

Actual

Target

Target

Senior management

Professionals

Technicians and associated
professionals

Clerks

Service and sales

Craft and related trades

Plant and machine operators

100

*Data for F2007 includes South Deep

•

The standardisation and alignment of production

bonuses, retention bonuses and artisan market

allowances across the South African operations;

•

Re-engineering of skilled employee work flow to

refocus skills of individuals on primary function as

opposed to ancillary roles;

•

Re-investing in employee benefits infrastructure such

as housing and sports facilities on mines to support

the branding of Gold Fields as an employer of

choice; and

•

Exploring a wider range of mentoring support and

development opportunities to support skilled employee

career development.

past and strive to create a transformed Gold Fields,

reflecting South African demographics.

Our employment equity strategy in South Africa is to

identify HDSAs with the required potential, and to

consciously prepare them for appointment to

management positions through structured individual

development programmes. At the South African

operations, significant HDSA representation in the

C-band augurs well for progressing such candidates to

the next level. Gender equity poses a particular challenge

and continuous work to eliminate conditions mitigating

against the employment of women in core mining

positions is done at each operation.

All our operations are committed to developing local

management. In Ghana, the localisation programme has

continued from a position where in 2004, 14 Ghanaians

were employed in management positions. By the end of

F2007, the number had risen to 94.

Continued challenges in the competitive market

for skills

The economic expansion of China, India and the Middle

East continued to drive a global commodities’ boom,

which increasingly tightened demand for mining-related

and technical skills in general, making it one of the

bottlenecks for mining expansion. To combat the

continued poaching of skilled personnel by other sectors

able to offer improved employment packages, especially

on short-term contracts, Gold Fields has responded with

a multi-tier strategy, whose main focus areas are:

•

Large-scale training partnership initiatives at GFBLA

to reduce specific skills shortages at a national level in

South Africa;

GOLD FIELDS 2007

133

At a corporate level, the human resources function has,

therefore, reviewed its role and capacity in supporting

operational excellence by implementing systems that

support a performance culture. During F2007, this led to

a review, standardisation and alignment of production

bonuses across the South African operations, the

resolution of wage equalisation and grading issues in the

Category 3-8 workforce, and the integration of the South

Deep human resources and payroll systems. At a purely

financial level, the Group has responded to the challenge

of attracting and retaining skilled staff with a range of

salary adjustments for particularly critical skilled work

grades, the use of retention bonuses and artisan market

allowances, as well as broadening the range of job

grades eligible for share options.

In order to improve the utilisation of the scarce skills at

our disposal, Gold Fields has reassessed line activities of

skilled individuals to refocus them on the core tasks for

which their skills are required. For example, some

functions were found to be devoting up to 40 per cent of

work time to ancillary and administrative tasks not

requiring their specialist skills. Therefore, Gold Fields has

embarked on a process of re-engineering many mid-level

line functions and developing new scales for particular

jobs within each grade where the market places a

premium on the skills.

To derive greater benefit from the range of partnerships in

which the Group participates, the mentoring infrastructure

is being refocused to increase the range of development

opportunities for skilled employees beyond scholarships,

educational support and conference attendance to

include offshore and strategic project exposure. While the

initial focus of these initiatives has been on the South

African operations, human resources will roll out these

initiatives and the lessons learnt to assist the international

operations with country- specific employment frameworks

for local and expatriate staff and support structures will

be applied to facilitate the movement and advancement

within Gold Fields.

In Australia, the resources sector, its specialised

contractors and service providers continue to experience

across the board high levels of staff turnover. Gold Fields’

operations are also affected by this, except at senior level.

To mitigate the negative effects of staff turnover, Gold

Fields Australia has adopted a variety of staff retention

measures aimed at older, more experienced staff

concerned about pensions, healthcare and their

children’s education. These measures include greater

flexibility on cashing in long-service leave and company

contributions to pension and private healthcare costs. We

readily accept that these measures cannot address some

of the drawbacks inherent in our operations, such as the

remoteness of the site and the perceived lack of

advancement opportunity due to the limited scale of the

operation, but we are encouraged by the initial responses

to our measures. Over the longer term, we also seek to

secure access to future skills through an increased

engagement with vacation students seeking first-time

employment. We experienced 93 voluntary resignations

equivalent to 25 per cent of permanent staff.

In Ghana, where we experienced 56 voluntary

resignations, we continue to engage with employees

about ways in which to structure their total package,

including non-financial benefits, education and training

support, in a more effective way.

At the same time, companies like Gold Fields are

confronted by a growing number of unskilled candidates.

This situation is particularly acute in developing countries

GOLD FIELDS 2007

134

SUSTAINABLE DEVELOPMENT CONTINUED

HUMAN RESOURCES

where poverty and unemployment present major social

challenges. The company responds at three levels:

reaching out to skilled candidates, increasing its internal

training capacity through the GFBLA, and improved pre-

selection screening of candidates for unskilled and semi-

skilled positions to minimise safety and health-related

incidents among the new recruits.

Gold Fields Business and Leadership Academy

As outlined in the previous report, Gold Fields, in 2005,

consolidated all mine-based training, education

development and leadership infrastructure under the

brand of the Gold Fields Business and Leadership

Academy (GFBLA). The Academy has programme

approval from the majority of Setas, and provides

accredited training in the following main categories:

Mining, Metallurgy, Engineering, Construction, Mineral

Resource Management, Social Plan Development,

Nursing, ABET, Business Management, Competency

Development, Change Management and Asset Risk

Management. To support the Group’s meeting of Mining

Charter targets, the administration of all Gold Fields

bursary schemes was centralised in a dedicated function

within GFBLA.

With the acquisition of South Deep, GFBLA’s focus will

remain on South Africa and, during F2008,

concentrate on the integration of the South Deep

capacity and infrastructure into the GFBLA portfolio.

During F2007, the external client base expanded

beyond mining clients to include local government,

parastatals, public utility companies and a range of

small and medium enterprises.

Via the GFBLA, Gold Fields is also at an advanced

stage of negotiations with the South African

government-launched Joint Initiative on Priority Skills

Acquisition (JIPSA) and the Accelerated and Shared

Growth Initiative for South Africa (ASGISA) to help train

several thousand artisans over the next five years. This

would not only benefit Gold Fields but help meet the

needs of other companies and benefit skills supply

generally in the South African economy, thus reducing

poaching levels.

Gold Fields Ghana Management Development

Programme

The University of Stellenbosch Business School runs

an eight-month management development

programme (MDP) as part of Gold Fields Ghana’s

senior level personnel development. Twenty-five

senior GFG employees successfully completed the

programme during F2007.

Employees who participated in the programme found it

demanding as they had to meet its demands while

meeting their equally challenging regular work

schedules. While highly demanding, this form of

training plays a key and integral role in the

achievement of Gold Fields’ goals. Most participants

commented favourably on the insights gained into a

range of practical issues facing the company and the

manner in which team members from diverse

backgrounds were able to meet the challenges and

come up with realistic and workable solutions.

The programme focused on action learning, especially

in its strategic areas of operational excellence, growth,

and future security. The MDP promoted an

understanding of GFG and leadership in a global

context, thereby assisting participants to interpret

strategies and translate them into operational

objectives.

GOLD FIELDS 2007

135

ADULT BASIC EDUCATION

Over the years the Adult Basic Education and Training

(ABET) programmes supported by the Group have

been successful in that some shift bosses who started

with ABET 1 have risen through the ranks. Overall,

however, other learner progression data has generally

remained below expectations, despite financial

incentives for graduation.

The Group recognises that employees not residing on the

mine were significantly under-represented on courses,

primarily due to the transportation constraints of

attending after-hours classes. In response, the Group

ABET Corporate Committee, in which the NUM

participates as a steering partner, decided to establish

ABET centres that would cater primarily for stakeholder

communities. This resulted in a material increase in the

number of participants from around 1,790 in F2006 to

about 4,200 in the year under review. In order to maintain

its teacher:student ratio of 1:15, the Group increased the

programme’s resources.

Mindful that the extension of the course to the broader

community brings its own challenges, the Group has

focused on the programme’s exit level outcomes and the

programme now accepts functionally illiterate individuals

who progress through the ABET 1 – 4 modules.

Upon completion, they gain entrée to the national

qualifications framework level 1 which, in turn, makes

them eligible for further education and training at more

advanced educational institutions. The MQA conducted

a learner verification audit on the GFL ABET programme

during F2007.

ACCOMMODATION AND NUTRITION

At the South African operations, Gold Fields continues to

provide single accommodation and catering to some

28,000 employees, approximately 40 per cent of whom

are migrants from neighbouring countries and 40 per

cent from within South Africa. In F2005, Gold Fields

initiated a series of single accommodation upgrades and

conversions aimed at accommodating 20,000 of the

28,000 strong workforce in hostels at room densities

below two. However, current feedback reveals a number

of challenges associated with the conventional hostel

conversion model, as it does not adequately separate the

family units from the single sex setting of the hostel.

Thus, we have shifted the programme objective from de-

densification to normalisation. This will entail replacing

hostel accommodation with new residential

developments for families that will be supported by

adequate access to social services infrastructure.

Consequently, the Group is exploring partnering with

municipalities to upgrade certain social services

infrastructures such as classrooms, sport facilities and

park areas in order to normalise the setting of the new

employee family units.

Following the re-engineering of menus during F2006,

Gold Fields is undertaking the standardisation of its

hostel kitchens, which should result in greater choice

and quality of food. A full-time dietician continuously

monitors the nutritional qualities of the hostel menu to

ensure it remains aligned to government nutritional

information requirements. Training of kitchen staff was

widened to include various aspects of the hospitality

industry requirements but high staff turnover has

affected this programme.

GOLD FIELDS 2007

136

SUSTAINABLE DEVELOPMENT CONTINUED

ECONOMIC CONTRIBUTION

Stakeholder issues and management performance

covered in this section

Issues relevant and material

Pages

•

Employment

130, 136-137

•

Economic empowerment

136-137

•

Preferential procurement

101, 137-139

•

Capital investment

136-137

•

Beneficiation

102

Contributing to sustainable development requires Gold

Fields to consider financial performance more broadly

than the traditional financial indicators and shareholder

returns. Sustainable societies require strong

foundations: a stable social order, impartial legal

systems, housing, health and educational infrastructures,

freedom of the media and association and a well-

protected biophysical environment. This is financed by

taxes and other revenues governments usually derive

from companies and individuals and redistributed by

governments for the benefit of the whole society. The

taxes that Gold Fields pays as a company and collects

from employees on behalf of its host governments,

therefore constitute an important contribution to the

creation of wealth and wellbeing in the countries within

which we operate.

We recognise that Gold Fields’ total economic

contribution comprises direct and indirect impacts. Direct

impacts are the monetary flows between the organisation

and its material stakeholders measured in conventional

monetary indicators. Indirect impacts are the intangible

benefits that do not appear in our financial statements but

flow from our commercial interactions with suppliers, the

payment of wages and payroll taxes, and the downstream

effects that mine development generates for other

businesses.

To gain a better understanding of localised value added

by our operations, we closely monitor the ICMM’s

development of a methodology which will more

accurately reflect the direct and indirect benefits of a

natural resource endowment to a local community. As

other ICMM members begin piloting this methodology, we

hope to recognise and eventually report these benefits for

our own operations.

Gold Fields employed 46,747 people globally and their

earnings contributed directly to their local economies. Our

total wages and salaries (including all age-related costs

such as pension and medical aid) amounted to

R4.3 billion. Our procurement spend on supplies and

services amounted to R2.7 billion, with R1.5 billion being

spent in South Africa and R1.2 billion internationally.

Our long-term commitment to the countries in which we

operate mines makes Gold Fields a reliable source of tax

revenue for them. In F2007, Gold Fields paid a total of

R665 million in taxes, R301 million in South Africa,

R296 million in Ghana, and R68 million in Australia.

TRANSPARENCY

Organisations such as ICMM can also help ensure that

the extractive industries can become an important engine

for economic growth and social development in

developing and transition countries including through the

tax revenues which they generate for governments.

However, a lack of accountability and transparency in the

way in which these revenues are managed can

exacerbate poor governance and contribute to corruption,

conflict and poverty. We, therefore, through the WGC and

ICMM recognise and support the contribution the

Extractive Industries Transparency Initiative (EITI) can

make to the fight against corruption, to improving

governance and to the debate about how extractive

revenues can be used most sustainably.

GOLD FIELDS 2007

137

ECONOMIC CONTRIBUTION

During F2007, R295 million (US$41 million) was spent on

exploration. This represents a 14 per cent increase on the

F2006 figures of R248 million or US$39 million.

Across our operations we invested approximately

R6.1 billion in capital expenditure to secure the future of

our existing operations. This includes the ongoing spend

on building new long-life shafts in our South African

operations. The Group has one of the largest project

pipelines of gold mines globally and an exploration

programme that is active in 11 countries.

An amount of R27 million was spent on CSI globally to

support educational and community development

initiatives during F2007. In addition, an amount of

R1,131 million was paid in dividends to shareholders.

PROCUREMENT

Gold Fields Project Beyond set out in F2005 to achieve

cumulative contracted cost benefits of R300 million

over a three-year period which it achieved by year-end

F2007. Against a background of global commodity cost

pressures reaching double digit level increases, Project

Beyond succeeded in lowering our cost baseline which

resulted in real input inflation coming off a lower

baseline, leading to Gold Fields experiencing cost

increases substantially below South African inflation

levels. Global integrated supply chain initiatives also

delivered benefits through tendering negotiations, and

multi-year carry over cost optimisations for Australia,

and import duties savings for the Cerro Corona project.

The Gold Fields BEE Procurement Policy was adopted in

2003 when procurement from HDSAs stood at 9.7 per

cent. We recognised that to raise this percentage

significantly, engagement with new HDSA suppliers and

the expansion of agreements with existing contractors

would have to be commercially driven with considerations

such as quality, cost, reliability, occupational health and

safety standards remaining central requirements.

As outlined in the F2006 report, Gold Fields partnered

with the South African Mining Preferential Procurement

Forum (SAMPPF) to formalise the accreditation of

suppliers and actively investigates suppliers to guard

against fronting.

By the end of F2007, HDSA spend stood at R1.4 billion,

43 per cent of the total working cost and capital materials

spend. We have thus achieved our Mining Charter target

of having more than 40 per cent of our working cost and

South Africa

Ghana

Australia

South America

Total employees

43,820

1,966

355

606

US$m

A$m

US$m

Net sales

12,154

564

569

Total payroll and benefits

4,115

Community investment

1.2

0.2

0.3

Taxes paid

268

1.7

Investment in capital expenditure

2,467

139

133

23*

*This amount excludes US$234 million capital expenditure at Cerro Corona project in Peru

GOLD FIELDS 2007

138

SUSTAINABLE DEVELOPMENT CONTINUED

ECONOMIC CONTRIBUTION

capital materials spend provided by accredited HDSA

suppliers. We have a 30-day payment policy in place to

which we have substantially adhered. The HDSA vendor

database has increased from 308 vendors in June 2006

to 510 vendors in June 2007.

The adherence to specified payment terms is critical if we

are to grow the list of SMMEs on our supplier base. To

this end, we engage with existing and prospective

suppliers to learn their needs and, in some cases, assist

them with accelerated payment terms to stabilise their

cash flows.

In addition, the Shared Services Thusanang

Entrepreneurial Support Centre, in collaboration with

GFBLA, embarked on a pilot training project to provide

skills development to members of local communities. To

date, 98 people drawn from the Merafong, West Rand

municipalities and the Lejweleputswa municipality in the

Free State, have received training in life skills, computers

and entrepreneurship. Course participants include

individuals who approached Shared Services to gain

supplier or service provision opportunities, existing

SMME suppliers and their staff as well as aspiring

entrepreneurs referred by the municipalities. A key

component of each of the five-day training programmes

is the follow-up of participants to monitor the impact of

the acquired skills on their lives, with a view to improving

the courses and identifying additional training needs

among our SMME supplier base.

Three of Gold Fields Ghana’s major business partners –

Caterpillar, Shell, and Sandvik – made substantial

contributions to the GFG SEED programme’s educational

projects,

by providing scholarships and financial

contributions towards the construction of teachers’

quarters and early childhood development centres.

Gold Fields continues to engage with all its business

partners to ensure collaboration of efforts in assisting our

communities to a more sustainable future.

In Australia, the remoteness of Agnew Gold Mine and

the closed town of Leinster impose considerable

practical constraints on local procurement efforts.

It constrains even combined procurement initiatives at a

national level. Short mine-life plans also constrain the

ability to negotiate long-term contracts for most

commodities at Agnew and St Ives.

Developing local suppliers:

Peru

A challenge to optimal local sourcing in Peru is posed

both by the opposition of some regional downstream

communities to mining, as well as the fact that 95 per

cent of the stakeholder population comprises farmers.

As a result, there are few immediate opportunities to

source skilled labour and service providers locally.

In addition, our needs for employment levels and

service providers vary considerably depending on the

project phase.

After extensive engagement, Gold Fields provided or

facilitated access to capital and limited training for a

number of local start-up service providers to work as

contractors for the project during the construction

phase. From the outset, the owners of these

local companies were explicitly advised that the

opportunities existing during the construction phase of

the project would not automatically continue into the

operational phase of the mine. To help minimise the

risks associated with the transition, Gold Fields ensured

that all local service providers underwent a supplier

certification process to improve their ability to meet the

changed needs of the project once it became an

operational mine.

GOLD FIELDS 2007

139

By the end of F2007, there were 60 locally-owned

service providers, working for the project many as owner-

drivers, mainly in the earth-moving, road-building and

general construction roles. In order to overcome the

stigma of working for a contractor, Gold Fields made it a

condition of contract that contractors paid their staff at a

level commensurate with what they would have received

as Gold Fields employees performing these roles. In

addition, contractor safety incidents are included in the

project’s safety statistics. In order to ensure adherence to

these requirements and to continue general support for

these operators, Gold Fields procurement and

community relations staff hold a fortnightly meeting with

each community contractor company to monitor progress

and deviations.

Going forward, Gold Fields believes that the way to

sustain healthy margins and buffer real inflation

pressures will be through a combination of continued cost

control measures and sustained margin optimisation

initiatives. In F2008, South Deep will receive specific

spend optimisation attention. With Cerro Corona coming

into operation during F2008 there will be increased focus

on establishing optimal input cost baselines and exploring

larger group and regional synergies across the South

American operations.

GOLD FIELDS 2007

140

SUSTAINABLE DEVELOPMENT CONTINUED

RISK MANAGEMENT

The Group’s Risk Policy (refer to Gold Fields website

www.goldfields.co.za) guides the consistent and

systematic assessment of risk, the procedures for

reporting risk and risk mitigation measures across the

Group. The board, via the Audit Committee, is ultimately

responsible for the overall system of risk management

and continues to monitor measures to mitigate existing

risks and identify new risks on an ongoing basis.

During F2006 the risk management structures, systems

and capacity were expanded to reflect the increasingly

globalised nature of the Group’s operations. The intention

was to broaden the development of a risk management

culture at Group operations. Internal feedback led to the

amalgamation of the risk management system into the

strategic planning process to avoid possible gaps

between the two processes and ensure their integration.

This consolidates the risk management system’s role as

a management decision-making rather than an

administrative tool.

In order to assess progress made in implementing risk

mitigating strategies, an internal review was conducted of

all risk mitigating strategies contained in the risk registers

that were submitted during the last quarter of F2007. The

process was designed to judge the extent to which the

risk mitigating strategies were being implemented. As

Gold Fields already applies a range of auditing processes

to other risk areas, this review took the form of a

complementary gap analysis to avoid duplication of the

work done by processes such as the Sarbanes-Oxley

audits, internal audit and ISO 14001 and OHSAS 18001

certification audits. The results of this review suggested

that international operations had embraced the need to

mitigate risk actively to a greater extent than their South

African counterparts. This does not reflect poorly on

South African operational management but rather

indicates the increased complexity of these deep-level

operations that require more effort in dealing with their

risk profile.

During F2007 Gold Fields also commissioned an external

benchmarking exercise to compare its risk management

approach and management’s attitude to risk with that of

its global mining peers and global enterprises.

Gold Fields management at all operations was asked to

identify those factors that contribute most or least to

successful risk management practices. In general the

survey suggests that while risk management in Gold

Fields is very much in line with global enterprises, it

sometimes diverges from its global mining peers.

Respondents indicated that the Gold Fields attitude to risk

is less tolerant than that of the global mining average but

more in line with the global corporate average, and that the

consistent application of the risk management strategy

contributes greatly to the successful risk management

practice at Gold Fields. The responses also indicate there

is greater accountability, involvement and focus on risk

among the Gold Fields board, chief executive officer, chief

financial officer and line management, than that perceived

at the global mining and corporate companies. More than

75 per cent of respondents believe that Gold Fields has a

risk awareness culture that is embedded throughout the

organisation.

Gold Fields’ risk management strategy and the cascading

an understanding throughout the organisation,

especially at site management level, are indicated as the

initiatives that Gold Fields does particularly well

compared to its global peers. Similarly, the identification

process to identify risks to corporate objectives and the

Gold Fields appetite for risk-taking are also some of the

successes identified by respondents. Nearly all

respondents identified the challenge of retaining the skills

and expertise of staff members in key roles as the major

challenge faced by the industry. We are, therefore,

comfortable that although risk management remains a

dynamic process, our approach to risk is appropriate to

that of a growing global company.

GOLD FIELDS 2007

141

Risk mitigation responses

In determining key risks, the Group utilises conventional

risk assessment methodologies. During F2007, no

material new risks were identified and existing risks were

re-evaluated in line with a revised financial severity rating

system. Despite often being multi-dimensional, risks are

grouped to fall in line with the headings contained in the

strategic planning process. There may be additional risks

unknown to Gold Fields at the time, and others that are

presently believed to be immaterial which could become

material. These factors, should they materialise, could

materially affect the Group’s results. All risk information

contained in this section should therefore be considered

in conjunction with any forward-looking statements in this

document.

Human resources

The expansion of Gold Fields global footprint, together

with the continuing ‘commodities’ boom’, continues to

raise demand for certain skills required by resource

companies such as Gold Fields to the extent that it could

have a negative impact on productivity, project continuity,

the maintenance of standards and employment costs. In

response to the actions of higher margin operators in the

resources, construction and infrastructure sectors who

have moved aggressively to recruit available skills, Gold

Fields adopts a multi-tier approach aimed at generating,

attracting and retaining skills. To this end the Group

restructured its training infrastructure into the Gold Fields

Business and Leadership Academy (GFBLA) to provide

an expanded, more diverse training and skills

development service to the Group and the wider sector.

Mindful that many of today’s skilled graduates are

attracted by a company’s operational ethics and

sustainability performance, we continue to ensure that

cost-control initiatives and productivity drives do not

impair our ability to meet the high operational standards

we commit ourselves to. Finally, we seek to retain staff at

all levels through a range of programmes encompassing

competitive, tax-effective and flexible compensation

models, career development opportunities and

mentorship schemes. Share incentive and bonus

schemes are being reviewed while relationships and

communication with organised labour at operational level

are receiving focused attention As a result, the industrial

relations and employee benefits functions have been

separated to improve the situation.

In addition, the Group’s South African operations are

subject to the Mining Charter and scorecard which seeks to

•

Promote equitable access to South Africa’s mineral

resources for all people in South Africa;

•

Expand opportunities for historically disadvantaged

South Africans (HDSAs), including women, to enter

the mining and minerals industry and benefit from the

extraction and processing of the country’s resources;

•

Utilise the existing skills base for the empowerment of

HDSAs;

•

Expand the skills base of HDSAs in order to serve the

community;

•

Promote employment and the social and economic

welfare of mining communities and areas supplying

mining labour; and

•

Promote beneficiation of South Africa’s mineral

commodities beyond mining and processing, including

the production of consumer goods.

While Gold Fields believes that it has made, and

continues to make, good progress towards meeting the

Charter requirements, any regulatory changes to these,

or failure to meet existing targets, could adversely affect

the Group’s ability to retain its new-order mining rights in

South Africa.

GOLD FIELDS 2007

142

SUSTAINABLE DEVELOPMENT CONTINUED

RISK MANAGEMENT

Financial

Like all gold producers, Gold Fields is subject to the

volatility of the gold price and exchange rates. This

volatility could adversely impact on the Group’s earnings,

assets and cash flows. Marginal operations and long-

term investment decisions relating to mine-deepening

projects are particularly impacted by such fluctuations.

Rising commodity input costs and sourcing bottlenecks

driven by strong global demand for diesel, timber, tyres

and certain chemicals have also impacted on production

costs and could continue to do so in future. Gold Fields’

response to these volatilities continues with the pursuit of

Project 500, which comprises both projects aimed at

generating additional revenues through enhanced

productivity and better grade selection aimed at improving

quality volumes (Project 400) and initiatives designed to

achieve considerable savings (Project 100, Project 100+

and Project Beyond). Capital projects, such as the mine-

deepening projects, are structured on a modular basis to

allow for the suspension of the project should market

conditions change which could adversely affect the

feasibility of the project. At the same time, these projects

are designed not to adversely affect the Group’s

adherence to, and compliance with regulation, industry

standards and adopted voluntary codes. Gold Fields

believes the way to sustain healthy margins and buffer

real inflation pressures is through effective cost

management and investment in continued margin

optimisation initiatives. As a result Gold Fields continues

to drive various initiatives through its global integrated

supply chain and strategic sourcing optimisation

programme which seeks to reduce procurement costs

through centralised buying, standardised usage of inputs

and better inventory management. Where appropriate,

the Group also seeks longer term, mutually beneficial

arrangements with suppliers and technology partners.

The Group also takes an active role in strengthening

global demand for, and use of, gold through its activities in

the World Gold Council.

Political

Mining operations are physically bound to the location of

their orebody. As a result, the sector is exposed to

unexpected changes in national regulatory requirements,

such as the tax regime, the terms of royalty agreements,

as well as levy and licence conditions. Such uncertainties

can have a material effect on overall profitability and

influence investment decisions in certain regions where

there is political volatility, a divisive electoral process or a

drift towards undemocratic rule. In addition, there are

local, national and international campaigns against

mining activities and specific forms of mining, all of which

have the potential to influence public perceptions of the

industry. These could include demands from labour and

other social demands. Gold Fields remains particularly

conscious of these dynamics and continues to develop

relationships and mutually beneficial partnerships with all

levels of government and non-governmental stakeholders

in each country of operation. Through the implementation

of the AA 1000 stakeholder engagement system,

community support programmes and its membership in

various industry bodies and transparent lobbying at

national and international level, the Group further seeks

to ensure stakeholder inclusivity and manage stakeholder

expectations and increase regulator understanding.

Ore reserves

Gold Field’s operations confront a range of uncertainties

when estimating ore reserves and delivering forecast

grades due to the inherent risky nature of mining. As

new information or technology becomes available,

reserve estimates may change significantly over time

and product price or currency fluctuations may cause

lower ore grades to significantly affect its economic

viability. Any significant restatement in the ore reserve

may impact on the company’s profitability and cash flow

over time. To manage this risk, Gold Fields maintains

access to world-class in-house and external geological,

mineral and resource management capacity.

GOLD FIELDS 2007

143

This capacity has expanded over time to take account of

the increasingly diverse orebodies the company exploits,

with highly experienced staff familiar with diverse

geological settings constantly monitoring pertinent

geological assumption changes.

Health

The occupational illnesses associated with hard rock

mining operations can be caused by excessive, persistent

exposure to dust, heat, radiation, noise, vibration and

gases. Therefore, the sector has long been subject to

stringent occupational health and safety, as well as

occupational compensation legislation, which is subject to

change from time to time. While the Group’s various

operations have put the necessary capacity in place to

ensure full compliance with the legislation of the various

jurisdictions, and operate various programmes and

initiatives to give effect to this, changes in these laws and

regulations may result in additional costs.

In addition, the industry confronts various regional, non-

occupational healthcare challenges, such as the HIV/Aids

pandemic, which is particularly severe in southern Africa,

and malaria, which is prevalent in West Africa. Left

unmanaged, such medical challenges could adversely

affect productivity, safety, general medical costs and

absenteeism. Both have been aggressively targeted with

a strong emphasis on employee and community

involvement and prevention through a variety of

educational initiatives. In addition, a preventative

employee wellness programme for all employees is in

place, which is complemented by a multi-tier HIV/Aids

management programme for those affected by the

disease.

Environmental and social

As its global footprint expands, Gold Fields is subject to

an ever-growing range of national environmental laws,

regulations and permit conditions as well as a more

active stance by global and local environmentally

focused organisations and community groups. Continued

compliance with evolving regulatory requirements and

dynamic community expectations holds the potential for

increased costs and/or potential litigation that could

impact negatively on cash flow and earnings. Gold

Fields’ response to these risks is to resource its

environmental and community engagement structures

adequately at an operational and corporate level so as to

enable it to operate within the law. Through the

implementation of the AA 1000 stakeholder engagement

system, the Group builds and maintains inclusive,

constructive, long-term relationships with its stakeholder

communities. In addition, the company environmental

management system has since 2003 been certified to

the international ISO 14001:2004 standard by external

auditors. The Group also seeks to integrate its

community engagement more closely with environmental

management functions, making both more sustainable

through increased integration. Thus, many rehabilitation

efforts are simultaneously aimed at creating, inter alia,

sustainable livelihoods, while energy efficiency projects

are also assessed for the carbon footprint reduction.

Risk financing

In response to its growing global presence, the Group

appointed an insurance service provider in F2006

capable of servicing the Group’s insurance needs at the

national, regional and global level. Despite Gold Fields’

track record of excellent risk profile, the addition of South

Deep Mine, with its history of major claims, led to an

increase in the Group’s overall insurance policy limits and

insurance costs for F2007. The Group continues to insure

on a standing charges only (fixed cost) basis of business

interruption cover in an effort to contain costs. In the event

of the Group suffering a major loss, future earnings could

be affected.

GOLD FIELDS 2007

144

SUSTAINABLE DEVELOPMENT CONTINUED

CORPORATE GOVERNANCE

INTRODUCTION

Gold Fields is committed to upholding sound principles of

corporate governance.

Gold Fields endorses the principles contained in the

South African Code of Corporate Practices and

Conduct as recommended in the Second King Report

(the 2002 King Report) and believes that it complies

with its provisions. Adherence to sound principles of

corporate governance will remain both a board and a

management priority.

Gold Fields’ shares are listed on the JSE Limited, South

Africa (the JSE) as a primary listing. As such, the

company is required to comply with the listings

requirement of the JSE (JSE Listings Requirements) in

respect of the 2002 King Report. Gold Fields shares

also trade in the United States of America (USA) on the

New York Stock Exchange (NYSE) and are registered

with the United States Securities and Exchange

Commission (SEC). As such, the company is subject to

the disclosure and corporate governance requirements

of the NYSE, in so far as these relate to foreign private

issuers such as Gold Fields.

BOARD OF DIRECTORS

Gold Fields is governed by a unitary board which may not,

in terms of its articles of association, comprise fewer than

four nor more than 15 directors.

The board currently comprises two executive directors

and 11 non-executive directors.

The office of the chairman and that of the chief executive

officer are separate from one another and are currently

filled by an independent non-executive director

(Mr AJ Wright) and an executive director (Mr ID Cockerill)

respectively.

The Gold Fields board comprises a significant majority of

non-executive directors of whom sufficient are

independent of management so that shareowner

interests (including minority interests) can be protected.

Non-executive directors do not receive any remuneration

from the company for their services as directors other

than the fees and the share options detailed in the

Directors’ Report on pages 175-186 of this annual report.

Ms G Marcus was appointed as non-executive director of

the company by the board with effect from 14 February

2007. The credentials of the new board member were

reviewed by the board prior to her appointment and she

has received induction material and information relevant

to her obligations as director as well as the company’s

history, activities, and business.

The board reviews the status of its members on an

ongoing basis and, based on its deliberations, currently

considers at least 10 of the current complement of

11 non-executive directors to be independent, as defined

in the JSE Listings Requirements. The board, therefore,

comprises a majority of non-executive directors who are

also independent.

In its deliberations, the board determined that Mr Sexwale

could not be categorised as independent by virtue of the

contractual arrangements in place between Gold Fields

Group companies and Mvelaphanda Resources Limited

(of which Mr Sexwale is an executive director) which

might, in certain circumstances, be significant enough to

interfere with the categorisation of this non-executive

director as independent.

GOLD FIELDS 2007

145

Details of the directors and their status as executive, non-

executive or independent appear on pages 10 and 11 of

this annual report.

BOARD CHARTER

Gold Fields’ mission is to be a leading, value adding,

globally diversified, precious metals producer through the

responsible, sustainable and innovative development of

quality assets.

In accordance with a formal board charter, the board of

directors seeks to promote the pursuit of this mission

while upholding sound principles of corporate

governance, the interests of communities that it

affects, responsible citizenship and the best interests

of its shareholders. Ultimately, the board seeks to

create enduring shareholder value in a responsible and

ethical manner.

The charter, which is available on the Gold Fields website

(www.goldfields.co.za), articulates clearly and concisely

the objectives and responsibilities of the board.

The board discharges these responsibilities through a

number of actions including:

•

Determining the Group’s code of ethics and

conducting its own affairs in a professional manner,

upholding the core values of integrity, transparency

and enterprise;

•

Evaluating, determining and ensuring the

implementation of corporate strategy and policy;

•

Monitoring the performance of the Group, including

operational performance and management

performance against the Group’s strategic plans;

•

The overall system of risk management and

monitoring risk exposures and controls;

•

Developing and setting disclosure and reporting

practices to best serve the needs of its shareholders;

•

Regularly monitoring and appraising its own

performance;

•

Seeking to ensure ethical behaviour and compliance

with relevant laws, regulations, audit and accounting

principles/practices, the Group’s own governing

documents and code of ethics; and

•

Providing counsel and advice to the chief executive

officer and his team on all critical and sensitive

matters.

STAGGERED ROTATION OF DIRECTORS

One-third of directors must retire from office at each

annual general meeting of the company, with the first to

retire being those appointed as additional members of

the board during the year, followed by the longest

serving members. Retiring directors are free to make

themselves available for re-election and may, as such,

be re-elected at the annual general meeting at which

they retire.

BOARD MEETINGS AND ATTENDANCE

The board is required to meet at least four times a

year. The non-executive directors also use this

opportunity to meet amongst themselves. The board

met on 10 occasions, in person or telephonically,

during the year under review. The record of

attendance by members of the board at such

meetings is contained in the table overleaf:

GOLD FIELDS 2007

146

SUSTAINABLE DEVELOPMENT CONTINUED

CORPORATE GOVERNANCE

Director name

Number of meetings attended

AJ Wright

ID Cockerill

NJ Holland

JM McMahon

RL Pennant-Rea

PJ Ryan

TMG Sexwale

CI von Christierson

K Ansah

A Grigorian

JG Hopwood

DM J Ncube

GJ Gerwel

G Marcus

Retired effective from 10 November 2006

Appointed effective from 14 February 2007

BOARD COMMITTEES

The board has established a number of standing

committees composed entirely of non-executive

directors. These committees comprise the Nominating

and Governance Committee, the Audit Committee,

the Compensation Committee, the Health, Safety and

Environment Committee, all of which operate

in accordance with written terms of reference,

which terms of reference were approved by the board and

are available on the Group’s web site (www.goldfields.co.za)

or from the company’s secretarial office, on request.

Each of the standing board committees is chaired by an

independent, non-executive director. Each such

committee is required to evaluate its own effectiveness

and performance from time to time, with the Nominating

and Governance Committee monitoring and reporting

to the board periodically on such performance and

effectiveness.

Each member is paid remuneration in addition to the

annual fee payable to directors, which remuneration is

recommended by the board and requires approval in

advance by the shareholders of the company in

general meeting.

NOMINATING AND GOVERNANCE COMMITTEE

The Nominating and Governance Committee is chaired

by the chairman of the Group, Mr AJ Wright. Dr PJ Ryan,

Dr A Grigorian and Mr RL Pennant-Rea are the other

members of this committee. Its written terms of reference

require this committee, inter alia, to:

•

Develop the approach of the Group to matters of

corporate governance and make recommendations to

the board with respect to all such matters;

•

Identify a successor to the chairman and chief

executive officer and make recommendations in this

regard to the board as a whole;

•

Consider the mandates of board committees, the

selection and rotation of committee members and

chairman as well as the performance and

effectiveness of each board committee on an ongoing

basis; and

•

Evaluate the effectiveness of the board and its

committees and management as a whole and report

thereon to the board.

The Nominating and Governance Committee met on

three occasions during the year under review. The record

of attendance by members at such meetings is contained

in the tables below.

Director name

Number of meetings attended

AJ Wright

A Grigorian

RL Pennant-Rea

PJ Ryan

GOLD FIELDS 2007

147

AUDIT COMMITTEE

The Audit Committee was reconstituted on 8 May 2007.

The Audit Committee, as reconstituted, comprises

Mr JG Hopwood (Chairman), Messrs RL Pennant-Rea,

DMJ Ncube and JM McMahon, and is required to meet at

least quarterly every year and to monitor and review:

•

The effectiveness of the Group’s information systems

and other systems of internal control;

•

The effectiveness of the internal audit function;

•

The reports of both the external and internal auditors;

•

The quarterly and annual reports and specifically the

annual financial statements;

•

The annual report on Form 20-F filed with the SEC;

•

The accounting policies of the Group and any

proposed revisions thereto;

•

The external audit findings, reports and fees and the

approval thereof; and

•

The compliance with applicable legislation,

requirements of regulatory authorities and the Group’s

code of ethics.

All members of the Audit Committee are independent

non-executive directors.

The internal and external auditors have unrestricted

access to the Audit Committee and its chairman and the

board and its chairman, ensuring that their independence

is in no way impaired.

The Group internal audit function is headed by the senior

manager, internal audit. The Audit Committee determines

the purpose, authority and responsibility of the internal

audit function in an Internal Audit Charter, which charter

has been approved by the Audit Committee. The Audit

Committee has the authority to appoint and dismiss the

head of the Group internal audit function.

The Audit Committee is required to approve all

significant non-audit relationships with the Group’s

independent auditor. For the period under review, the

Audit Committee has approved, and the Group’s

independent auditor has performed, the following non-

audit services: accounting advice and taxation services.

In consideration for rendering these services, the Group

has paid the independent auditor an amount of

R2.9 million.

The Audit Committee is responsible for the oversight of

the work of the independent auditor, and the independent

auditor reports directly to the Audit Committee.

The board of directors believes that the members of the

Audit Committee collectively possess the knowledge

and experience to oversee and assess the performance

of Gold Fields’ management and auditors, the quality of

Gold Fields’ disclosure controls, the preparation and

evaluation of Gold Fields’ financial statements and Gold

Fields’ financial reporting. The board also believes that

the members of the Audit Committee collectively

possess the understanding of audit committee functions

necessary to diligently execute their responsibilities.

The Audit Committee has adopted formal, written terms

of reference that were approved by the board. Save in

respect of the requirement to have at least one member

who is an ‘audit committee financial expert’, as defined

in the rules of the SEC, the Audit Committee is of the

opinion that it has satisfied its responsibilities for the

past financial year in compliance with such terms

of reference.

GOLD FIELDS 2007

148

SUSTAINABLE DEVELOPMENT CONTINUED

CORPORATE GOVERNANCE

The Audit Committee met on seven occasions during the

year under review. The record of attendance by members

at such meetings is contained in the table below.

Director name

Number of meetings attended

JG Hopwood

K Ansah

GJ Gerwel

JM McMahon

RL Pennant-Rea

DMJ Ncube

Resigned effective from 8 May 2007

Resigned effective from 10 November 2006

Appointed effective from 8 May 2007

COMPENSATION COMMITTEE

The Compensation Committee was reconstituted on 8 May

2007. The Compensation Committee, as reconstituted,

comprises independent non-executive directors namely,

Mr CI von Christierson (Chairman), Messrs JM McMahon,

DMJ Ncube, JG Hopwood and AJ Wright and is required to

meet at least twice a year. This committee, which has

adopted its own formal terms of reference, has established

and reviews, on an ongoing basis, the Group’s

compensation philosophy, the terms and conditions of

employment of executive directors and other executives,

including a short-term performance-linked bonus scheme

and a long-term share incentive scheme.

The terms and conditions of employment of both

executive directors are contained in written contracts of

employment. The remuneration particulars of each

contract are contained on page 181 of this annual report,

with the Group’s maximum exposure being limited to two

years’ remuneration in the event either such executive

director’s services are terminated as a result of a

takeover or merger.

The Compensation Committee met on five occasions during

the year under review. The record of attendance by

members at such meetings is contained in the table below.

Director name

Number of meetings attended

CI von Christierson

JM McMahon

DMJ Ncube

TMG Sexwale

AJ Wright

JG Hopwood

Resigned effective from 8 May 2007

Appointed effective from 8 May 2007

HEALTH, SAFETY AND ENVIRONMENT COMMITTEE

The Health, Safety and Environment Committee was

reconstituted on 8 May 2007. The Group is committed to
the achievement and maintenance of world-class

standards in the management of the health and safety of

its employees and the environment. As such, the Health,

Safety and Environment Committee plays a pivotal role in

assisting the board in its oversight of the effectiveness of
the Group’s environmental, health and safety

programmes and to keep the board informed in regard to

the Group’s objectives, compliance with and maintenance

of standards in these areas. The committee seeks also to

minimise health, safety and mining-related accidents

within the Group, to ensure that the Group’s operations

are in compliance with all environmental regulations and

has established a Group policy in respect of HIV/Aids and

health matters. This committee has adopted formal terms

of reference and is required, in terms thereof, to meet at

least twice a year. The committee, as reconstituted,

comprises Dr PJ Ryan (Chairman), Mr K Ansah,

Dr A Grigorian and Ms G Marcus.

GOLD FIELDS 2007

149

The Health, Safety and Environment Committee met on

four occasions during the year under review. The record

of attendance by members at such meetings is contained

in the table below.

Director name

Number of meetings attended

PJ Ryan

K Ansah

A Grigorian

JG Hopwood

DMJ Ncube

G Marcus

AJ Wright

Resigned effective from 8 May 2007

Appointed effective from 14 February 2007

BOARD SUB-COMMITTEE FOR WESTERN AREAS

OFFER

A special, ad hoc committee for the Western Areas offer

was established by the board to assist it in considering

and evaluating the bid for the South Deep Mine. This

committee was dissolved following the successful

acquisition.

The committee comprised Messrs JG Hopwood,

ID Cockerill, NJ Holland, JM McMahon and AJ Wright.

This committee met on two occasions during the year

under review. The record of attendance by members at

such meetings is contained in the table below:

Director name

Number of meetings attended

JG Hopwood

AJ Wright

JM McMahon

ID Cockerill

NJ Holland

BOARD SUB-COMMITTEE FOR THE EQUITY

RAISING

A special, ad hoc committee was established by the board

to assist with the final terms of the equity raising and the

committee was dissolved following the successful

placement.

The committee comprised Messrs JG Hopwood,

ID Cockerill, NJ Holland and AJ Wright. This committee

met on two occasions during the year under review.

The record of attendance by members at such meetings

is contained in the table below:

Director name

Number of meetings attended

JG Hopwood

ID Cockerill

NJ Holland

AJ Wright

EXECUTIVE COMMITTEE

The Gold Fields Executive Committee comprises the two

executive directors and 11 executive officers.

This committee is not a committee of the board, but is

primarily responsible for implementing the board’s

directives, meets regularly to review Group performance

and develop Group strategy and policy proposals for

consideration by the board.

The Executive Committee of Gold Fields has been

mandated by the board to assist in the execution of the

Group’s disclosure obligations. A series of guidelines on

disclosure have been disseminated throughout the

Group. ‘Disclosure’ is an agenda item at each Executive

Committee meeting and, in order to facilitate the

fulfilment by the committee of this function, a disclosure

co-ordinator has been appointed at each operation and

in respect of each core discipline throughout the Group.

GOLD FIELDS 2007

150

SUSTAINABLE DEVELOPMENT CONTINUED

CORPORATE GOVERNANCE

Each operating subsidiary of the Group has established

board and management committee structures in place

designed to ensure that the Group’s commitment to

sound practices and standards of corporate governance

is maintained on a Group-wide basis. At least one of the

Group’s executive directors serves on the board of each

operating subsidiary of the Group.

Details of the members of the Executive Committee

appear on pages 12 to 13 of this annual report.

INTERNAL CONTROL

The board has established and maintains internal

controls and procedures, which are reviewed regularly for

effectiveness. These controls and procedures are

designed to manage, rather than eliminate, the risk of

failure, and provide reasonable, but not absolute,

assurance that there is an adequate system of internal

control in place.

Internal auditors monitor the operation of the internal

control systems and report their findings and

recommendations to the Audit Committee, the directors

and management. Corrective action is taken to address

any deficiencies as and when they are identified. Nothing

has come to the attention of the directors to indicate that

any material breakdown in the functioning of these

controls, procedures and systems has occurred during

the year under review.

GROUP CODE OF ETHICS

Directors and employees are bound to uphold the core

values of honesty, transparency and integrity that

underpin the Gold Fields Code of Ethics. Above all, this

code requires all directors and employees to maintain the

ethical standards set by the Group, inter alia, that its

representatives conduct themselves with integrity, in

accordance with all applicable law and, generally in a

manner which is beyond reproach. The code of ethics

also articulates the Group’s policy with respect to

conflicts of interest, confidentiality, fair dealing, the

protection and proper use of Group assets. The code of

ethics is available on the Group’s website

(www.goldfields.co.za) and has been communicated

throughout the Group. The code of ethics is also

communicated to all new employees.

The board is committed to ensuring the consistent

application of the code of ethics and is assisted in its

responsibility for overseeing compliance therewith by the

Audit Committee.

Gold Fields has contracted the services of ‘Tip-offs

Anonymous’, an independent hotline service provider, to

facilitate the confidential reporting of code violations,

fraud and other inappropriate behaviour. Employees

found guilty of ethical breaches are disciplined in

accordance with the Group’s disciplinary code and,

should the breach also be a criminal act, it is the Group’s

policy to pursue prosecution of the employee concerned.

INSIDER TRADING

The Group operates a closed period prior to the

publication of its quarterly and year-end financial results

during which period employees, directors and officers of

the Group may not deal in Gold Fields shares. This is also

extended to any period when Gold Fields is trading under

a cautionary announcement or when employees,

directors and officers are in possession of unpublished

price sensitive information. The company secretary keeps

members of the board and employees across the Group

informed of all such periods.

GOLD FIELDS 2007

151

CONTENTS

Statement of responsibility

152

Report of the independent auditors

153

Corporate secretary’s confirmation

154

Management’s discussion and analysis

of the financial statements

155

Directors’ report

175

Accounting policies

187

Consolidated income statement

200

Consolidated balance sheet

201

Consolidated statement of changes

in shareholders’ equity

202

Consolidated cash flow statement

206

Notes to the consolidated financial statements

207

Company income statement

235

Company balance sheet

236

Company statement of changes

in shareholders’ equity

237

Company cash flow statement

238

Notes to the company annual

financial statements

239

Major Group investments – direct and indirect

241

Segment report

243

Shareholders’ information

245

Operating and financial information by mine

246

Global reporting initiative

251

Notice of annual general meeting

254

Administration and corporate information

261

Glossary of terms

262

Proxy – Attached

FINANCIAL

STATEMENTS

STATEMENT OF RESPONSIBILITY

GOLD FIELDS 2007

152

STATEMENT OF RESPONSIBILITY BY THE BOARD OF DIRECTORS

The directors are responsible for the preparation, integrity and fair presentation of the financial statements of the company and

of the Group. The financial statements presented on pages 175 to 245, have been prepared in accordance with International

Financial Reporting Standards (IFRS) and in a manner required by the Companies Act in South Africa, and include amounts

based on judgements and estimates made by management.

The directors consider that, in preparing the financial statements, they have used the most appropriate accounting policies,

consistently applied and supported by reasonable and prudent judgements and estimates, and that all IFRS Standards that they

consider to be applicable have been followed. The directors are satisfied that the information contained in the financial statements

fairly presents the results of operations for the year and the financial position of the Group at year-end. The directors also

prepared the other information included in the annual report and are responsible for both its accuracy and its consistency with

the financial statements.

The directors have responsibility for ensuring that accounting records are kept. The accounting records should disclose with

reasonable accuracy the financial position of the companies to enable the directors to ensure that the financial statements comply

with the relevant legislation.

The company and the Group operated in a well-established controlled environment, which is well documented and regularly

reviewed. This incorporates risk management and internal control procedures, which are designed to provide reasonable,

but not absolute, assurance that assets are safeguarded and the risks facing the business are being controlled.

The going-concern basis has been adopted in preparing the financial statements. The directors have no reason to believe that

the Group or any company within the Group will not be going concerns in the foreseeable future, based on forecasts and available

cash resources. These financial statements support the viability of the company and the Group.

Gold Fields has adopted a Code of Ethics which code is available on the Gold Fields website and which is adhered to by the

Group.

The Group’s external auditors, PricewaterhouseCoopers Incorporated, audited the financial statements, and their report is

presented on page 153.

The financial statements were approved by the board of directors on 6 September 2007 and are signed on its behalf by:

NJ Holland

ID Cockerill

Chief Financial Officer

Chief Executive Officer

REPORT OF THE INDEPENDENT AUDITORS

GOLD FIELDS 2007

153

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF GOLD FIELDS LIMITED

We have audited the annual financial statements and Group annual financial statements of Gold Fields Limited, which comprise
the directors’ report, the balance sheet and the consolidated balance sheet as at 30 June 2007, the income statement and the
consolidated income statement, the statement of changes in equity and the consolidated statement of changes in equity, the cash
flow statement and the consolidated cash flow statement for the year then ended, and a summary of significant accounting
policies and other explanatory notes, as set out on pages 175 to 245.

DIRECTORS’ RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance
with International Financial Reporting Standards, and in the manner required by the Companies Act of South Africa. This
responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair
presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and
applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material
misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal
control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion, the financial statements present fairly, in all material respects, the financial position of the company and of the
Group as of 30 June 2007, and of their financial performance and their cash flows for the year then ended in accordance with
International Financial Reporting Standards, and in the manner required by the Companies Act of South Africa.

PricewaterhouseCoopers Inc
Director: PC Hough
Registered Auditor

Johannesburg
6 September 2007

CORPORATE SECRETARY’S CONFIRMATION

GOLD FIELDS 2007

154

In terms of section 268G(d) of the Companies Act, 1973, as amended, I certify that the company has lodged with the
Registrar of Companies all such returns as are required to be lodged by a public company in terms of the Companies Act,
and that all such returns are true, correct and up to date.

C Farrel
Corporate Secretary

6 September 2007

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF THE FINANCIAL STATEMENTS

GOLD FIELDS 2007

155

(The following Management’s Discussion and Analysis of the Financial Statements should be read together with the Gold Fields’
consolidated financial statements, including the notes appearing with these financial statements.)

The financial results have been prepared in accordance with International Financial Reporting Standards (IFRS), which is
consistent with the previous year, except as noted in note 1 under Accounting Policies.

RESULTS FOR THE YEAR

Net earnings attributable to ordinary shareholders for fiscal 2007 were R2,363 million (or 423 cents per share), compared with
restated net earnings attributable to ordinary shareholders of R1,544 million (or 313 cents per share) achieved for the previous
financial year. The reasons for this increase are discussed below.

Headline earnings, excluding the after tax effect of asset impairments and profits on the sale of investments and fixed assets,
amounted to R2,188 million or 392 cents per share for fiscal 2007, compared with restated headline earnings for the previous
year of R1,492 million or 303 cents per share.

These results are analysed as follows:

REVENUE

Revenue increased 35 per cent from R14,605 million in fiscal 2006 to R19,693 million in fiscal 2007. The increase in revenue of
R5,088 million was due to the increase in the rand gold price which increased from R107,918 per kilogram to R147,623 per
kilogram, partially offset by a decrease in gold sales. This increase in the rand gold price occurred as a result of a 22 per cent
increase in the US dollar gold price from an average of US$524 per ounce to US$638 per ounce year on year and a weaker rand
which moved from an average of 6.40 to 7.20 to the US dollar, a change of 13 per cent.

Gold sales decreased 1 per cent from 4,351,000 ounces in fiscal 2006 to 4,288,900 ounces in fiscal 2007. Gold sales at the South
African operations decreased from 2,659,600 ounces to 2,648,900 ounces or less than one per cent, while gold sales at the
international operations decreased from 1,691,400 ounces to 1,640,000 ounces or 3 per cent.

At the South African operations, excluding South Deep control of which was acquired on 1 December 2006 and therefore has no
comparative figures for fiscal 2006, the decrease in gold sales amounted to 176,800 ounces or 7 per cent, from 2,659,600 ounces
to 2,482,800 ounces. Gold sales at South Deep amounted to 166,100 ounces for the seven month period. At Driefontein, gold
output reduced from 1,149,500 ounces to 1,016,500 ounces as a result of lower underground and surface grades. Gold output
at Kloof increased from 914,000 ounces to 922,900 ounces with lower surface and underground grades offset by an increase in
ore tonnage milled. At Beatrix, gold output decreased 9 per cent from 596,100 ounces to 543,400 ounces due to lower grades.

At the international operations the decrease in gold sales of 51,400 ounces or 3 per cent was mainly as a result of a decrease at
Damang of 47,200 ounces from 235,100 ounces to 187,900 ounces due to a reduction of available high grade fresh ore tonnage
mined and processed. Tarkwa was marginally lower at 697,100 ounces compared with 709,200 ounces. In Australia, St Ives and
Agnew both decreased by about 3 per cent to 487,000 and 212,300 ounces respectively. The decrease at St Ives was due to a
reduction of high grade underground ore from East Repulse, which was partially replaced with lower grade surface ore. At Agnew,
the decrease was due to an increase in ore processed from the lower grade Songvang open pit, which replaced depleted high
grade underground ore. At Choco 10, gold production doubled to 55,700 ounces as financial 2006 only included production from
the acquisition date of 1 March 2006.

COST OF SALES

Cost of sales, which consists of operating costs, changes in gold inventories and amortisation and depreciation, increased from
R11,541 million in fiscal 2006 to R14,949 million in fiscal 2007.

The table below presents the analysis of cost of sales:

Restated

F2007

F2006

Analysis of cost of sales

Total cash costs

11,615

9,201

Add: General and administration

539

365

Exploration – on mine

Rehabilitation

Gold inventory change – cash portion

174

Royalties

(212)

(158)

Operating costs

12,193

9,525

(Deduct)/Add: Gold inventory change – total

(246)

(59)

Amortisation and depreciation

3,002

2,075

Cost of sales per income statement

14,949

11,541

Royalties are deducted as they are included as part of total cash cost but are reflected as part of taxation in the income statement

Change in accounting policy – Ore Reserve Development (ORD) costs are capitalised and amortised

The analysis that follows provides a more detailed comparison of costs year on year taking into account changes in production levels.

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF THE FINANCIAL STATEMENTS

GOLD FIELDS 2007

156

GOLD FIELDS 2007

157

Operating costs
The following table sets out for each operation and the Group total gold sales in ounces, total cash costs and total production
costs for the years ended 30 June 2007 and 2006.

Year ended 30 June 2007

Year ended 30 June 2006 – restated*

Total

Total

Total

pro-

Total

pro-

Total

pro-

Total

pro-

Gold

cash

duction

cash

duction

Gold

cash

duction

cash

duction

sold

costs

sold

costs

(‘000 oz) (US$/oz) (US$/oz)

(R/kg)

(R/kg) (‘000 oz) (US$/oz) (US$/oz)

(R/kg)

Driefontein

1,016.5

348

415

80,457

96,135

1,149,5

315

378

64,869

77,807

Kloof

922.9

366

449

84,672

103,933

914.0

374

456

76,921

93,851

Beatrix

543.4

377

455

87,251

105,384

596,1

354

422

72,768

86,759

South Deep

166.1

595

714

137,689

165,254

–

Total South African
operations

2,648.9

375

454

86,908

105,083

2,659.6

344

415

70,781

85,326

Ghana

Tarkwa

697.1

333

390

76,988

90,182

709,2

292

344

60,091

70,712

Damang

187.9

473

498

109,379

115,335

235.1

341

357

70,077

73,509

Venezuela

Choco 10

55.7

523

619

121,028

143,443

28.3

294

367

59,841

74,858

Australia

577

133,658

427

87,963

St Ives

487,0

424

98,039

496,4

339

69,754

Agnew

212.3

295

68,403

222.4

266

54,656

Total International
operations

1,640.0

377

490

87,332

113,409

1,691.4

309

382

63,596

78,501

Total operations

4,288.9

4,351.0

Weighted average cost

376

468

87,070

108,267

330

402

67,988

82,673

*Change in accounting policy – Ore Reserve Development (ORD) costs are capitalised and amortised

Notes

In fiscal 2007 and 2006, 495,600 ounces and 504,200 ounces respectively were attributable to Gold Fields.

In fiscal 2007 and 2006, 133,600 ounces and 167,200 ounces respectively were attributable to Gold Fields.

Total production costs for the Australian operations are not split between the two operations.

Total cash costs and total production costs are calculated in accordance with the Gold Institute industry standard.

For the seven months since acquisition – effective 1 December 2006.

The weighted average total cash cost per kilogram increased by 28 per cent from R67,988 per kilogram (US$330 per ounce) in
fiscal 2006, to R87,070 per kilogram (US$376 per ounce) in fiscal 2007.

The weighted average total cash costs at the South African operations in rand terms increased 23 per cent from R70,781 per
kilogram in fiscal 2006 to R86,908 per kilogram in fiscal 2007. This increase was as a result of the decline in yields at all the
operations with a resultant decrease in gold production, wage increases at the commencement of the fiscal year that were above
inflation together with normal inflationary increases and the inclusion of South Deep which averaged R137,689 per kilogram
(US$595 per ounce) for the seven months as it is in a build-up phase. Cost savings initiatives, namely Project Beyond and Project
100+, have partly offset these increases. The seven per cent lower gold production, excluding South Deep, has had a significant
impact on unit costs, as costs do not decrease proportionately with volume due to the fixed nature of certain costs. If we exclude
South Deep total cash costs increased 18 per cent to R83,511 per kilogram (US$361 per ounce).

At the international operations total cash costs increased from US$309 per ounce to US$377 per ounce, an increase of 22 per
cent. In addition to higher input costs such as labour, cement, fuel, tyres and reagents due to the resource boom which affected
all operations, Ghana’s costs increased a further US$12 per ounce and US$18 per ounce at Tarkwa and Damang respectively
because of on-mine power generation due to a shortage of electricity supply. At Tarkwa the maintenance cost of the owner mining
fleet is increasing as it moves into a higher maintenance rate bracket. At Damang, added to the increase in input and electricity
costs were additional costs associated with a substantial increase in mining volumes to offset the 20 per cent decline in grades.
At Agnew, mining volumes at the high yielding Kim underground have decreased and are being replaced with lower yielding
Songvang and Main Lode deposits. St Ives saw an increase in haul distances in fiscal 2007 which increased cartage costs, and
together with the increased cost of the participation royalty and additional waste normalisation charges, resulted in a significant
increase in unit costs. Unit costs at Choco 10 increased as a result of lower production caused by a lack of water to run the mill
at nameplate capacity since December 2006, and in June the mine went on strike exacerbating the already low output.

Total operating costs increased by 28 per cent from R9,525 million (US$1,488 million) in fiscal 2006 to R12,193 million
(US$1,694 million) in fiscal 2007. More than one third of this increase was due to the newly acquired South Deep and the full
year impact of Choco 10, which added R720 million (US$100 million) and R233 million (US$31 million) respectively. At the South
African operations, costs excluding South Deep were 11 per cent higher at R6,758 million (US$939 million) compared with
R6,105 million (US$954 million) the previous year. This increase was mainly due to above inflation wage increases at the start
of the year together with the added cost of improved benefits such as marked related increases for artisans and officials and an
increase in living out allowances. Added to this was general inflation, with PPI running at 10.4 per cent year on year, and
increases in development and stoping costs as workplaces become more remote. These increases were partly offset by cost
saving initiatives Project Beyond and Project 100+, as described below under the various projects. At the international operations,
costs increased from R3,420 million (US$534 million) in fiscal 2006 to R4,715 million (US$655 million) in fiscal 2007, an increase
of 38 per cent or 31 per cent if we exclude the increase due to the inclusion of Choco 10 for a full year. Approximately R420 million
or one third of this increase was due to changes in the exchange rate mentioned earlier. In the respective reporting currencies
the increase in operating costs at the Australian operations was 12 per cent and in Ghana, which is US dollar based, the increase
was 17 per cent. These increases are due to the increased input costs together with the increases as described above.

General and administration costs
Net General and Administration costs, which are included in operating costs, were R539 million in fiscal 2007, an increase of
48 per cent compared with the R365 million in fiscal 2006.

Costs falling under the definition of general and administration costs included the following:

•

Recovered corporate expenditure for fiscal 2007 was R200 million, compared with R140 million in fiscal 2006. The increase is
due to gearing up to meet the demands of the growing portfolio – Choco 10, Cerro Corona and South Deep;

•

Management fees in Ghana amounted to R97 million, compared with R83 million in fiscal 2006. The increase is in line with the
increased revenue of which a significant portion of the fees are linked;

•

The cost of regional offices in Australia and South America of R53 million, compared with R29 million in fiscal 2006. The
increase is mainly due to the office in Caracas being charged for a full year in fiscal 2007 compared with only four months in
fiscal 2006 together with the translation of these costs at the weaker rand;

•

World Gold Council fees of R48 million in fiscal 2007, charged at US$1.75 per ounce of attributable gold production. The fiscal
2006 charge was similar at R44 million;

•

Offsite training has become more centralised and as a result amounted to R109 million in fiscal 2007 compared with R60 million
in fiscal 2006; and

•

Other costs relating to Chamber of Mines, business development and special technical projects.

Gold inventory change
Gold inventory change in fiscal 2007 was a R246 million credit to costs compared with a credit to costs of R59 million in fiscal 2006.

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF THE FINANCIAL STATEMENTS continued

GOLD FIELDS 2007

158

GOLD FIELDS 2007

159

At St Ives, there was a charge to costs in fiscal 2007 of R28 million compared with a credit to costs in fiscal 2006 of R38 million.
In fiscal 2006 the increase in inventory was mainly due to the stockpiling of the lower grade ore mined from Mars. The charge to
costs in fiscal 2007 was mainly due to the draw-down of the Mars stocks to meet the hard rock mill blending requirements.

At Agnew, there was a credit to costs in fiscal 2007 of R138 million compared with a credit to costs in fiscal 2006 of R4 million.
The credit to costs in fiscal 2007 and fiscal 2006 was due to the stockpiling of Songvang low grade open pit ore due to mill
constraints.

At Tarkwa, there was a R123 million credit to costs in fiscal 2007 compared with a R33 million credit to costs in fiscal 2006. The
R33 million credit in fiscal 2006 represented the build-up of inventory in the new Blue Ridge heap. The R123 million credit to costs
in fiscal 2007 represented a revaluation of the low grade stockpile of R68 million (US$9.5 million) due to the increase in the gold
price together with the increase in milling capacity, resulting in the low grade stockpiles becoming economically viable due to
economies of scale.

At Damang, there was a charge to costs of R10 million in fiscal 2007 which compares with a charge of R18 million in fiscal 2006.
The reason for the lower charge in fiscal 2007 was due to less ore being drawn from stockpile as limited fresh ore is becoming
available from the main pit as it deepens towards the main ore body.

At Choco 10 mine there was a credit to costs of R36 million in fiscal 2007 due to a stock build-up due to the lack of water to mill
ore mined, exacerbated by a strike in the last month of the year, which resulting in limited processing. In fiscal 2006 there was a
small build-up of stock at year end, with a resultant credit to costs of R3 million.

Amortisation and depreciation
Amortisation and depreciation increased by R927 million, from R2,075 million in fiscal 2006 to R3,002 million in fiscal 2007. The
majority of this increase was at the international operations which increased from R804 million in fiscal 2006 to R1,392 million in
fiscal 2007, an increase of R588 million. Of this increase, R500 million is accounted for in Australia with the majority due to
increased mining volumes at Agnew’s Songvang pit, which is a significantly more expensive mine than the rest of the complex,
and a general increase in amortisation rates at St Ives, together with a lower reserve estimate at both operations resulting in less
ounces to depreciate the remaining assets. In Ghana, amortisation increased from R265 million in fiscal 2006 to R327 million in
fiscal 2007 mainly due to the capitalisation and amortisation of pre-strip at the Damang main pit and Tarkwa’s Teberebie together
with the depreciation of the mining equipment at Tarkwa. Amortisation at Choco 10 amounted to R13 million in fiscal 2006 for the
four months since acquisition on 1 March 2006, compared with R39 million in fiscal 2007. Amortisation at the South African
operations increased from R1,165 million to R1,472 million, an increase of R307 million. South Deep which was acquired on
1 December 2006 accounted for R142 million of this increase. The majority of the balance was due to an increase in capitalised
ore reserve development now being amortised.

NET OPERATING PROFIT

As a consequence of the aforegoing, net operating profit increased from the restated R3,064 million in fiscal 2006 to R4,744 million
in fiscal 2007, with the higher gold price being the main reason for the increase.

INVESTMENT INCOME

Income from investments increased from R172 million in fiscal 2006 to R193 million in fiscal 2007. The R193 million in fiscal 2007
comprises R16 million dividends received, R58 million interest received on the environmental rehabilitation trust fund and
R119 million interest received on other cash balances.

The R172 million in fiscal 2006 comprises R16 million dividends received, R47 million interest received on the environmental
rehabilitation trust fund and R109 million interest received on other cash balances.

Dividends received are consistent year on year at R16 million and comprise dividends received on preference shares held in a
wholly owned subsidiary of Mvela Resources Limited.

Interest received on the environmental rehabilitation trust fund increased from R47 million in fiscal 2006 to R58 million in fiscal
2007 due to higher investment returns achieved by the fund and higher balances invested in fiscal 2007.

Interest received on other cash balances increased from R109 million in fiscal 2006 to R119 million in fiscal 2007 due to higher
interest received as a consequence of higher average cash balances, both locally and offshore.

FINANCE EXPENSE

Finance expense increased from R62 million in fiscal 2006 to R465 million in fiscal 2007. The R465 million finance expense in
fiscal 2007 comprises of R100 million interest paid on the Mvela loan, R296 million in respect of other interest paid, exchange
losses on loans of R42 million and R27 million environmental rehabilitation interest charge.

The R62 million finance expense in fiscal 2006 comprises R134 million interest paid on the Mvela loan, R33 million in respect of
other interest paid and R16 million environmental rehabilitation interest charges. This was partially offset by exchange gains on
loans of R121 million.

Interest paid on the Mvela loan decreased from R134 million in fiscal 2006 to R100 million in fiscal 2007. The lower interest paid
is due to the capital amount owing decreasing as capital repayments are made against the loan.

Other interest paid increased from R33 million in fiscal 2006 to R296 million in fiscal 2007. The R296 million other interest paid
in fiscal 2007 comprises:

•

R67 million interest paid on the offshore facility raised to partly finance the Bolivar acquisition. During fiscal 2007 the facility
was increased from US$158 million to US$168 million. In May 2007 the facility was repaid and replaced by a syndicated loan
facility to the same value;

•

R99 million interest paid on the US$1.2 billion bridge facility taken out to partly finance the acquisition of South Deep;

•

R93 million interest paid on a further US$550 million drawn down on the bridge facility to settle the Western Areas gold
derivative structure and to refinance certain working capital facilities. This loan was repaid in May 2007 and replaced by a
syndicated loan to the same value;

•

R26 million of loan transaction costs incurred on the US$1.8 billion bridge loan facility and the US$750 million syndicated loan
facility; and

•

The balance of R11 million related to sundry interest payments.

The R33 million other interest paid in fiscal 2006 comprises:

•

R16 million interest paid on the US$158 million offshore facility raised to partly finance the Bolivar acquisition;

•

R9 million interest paid on a bridging loan related thereto; and

•

The balance of R8 million related to sundry interest payments.

Exchange gains on loans was R121 million in fiscal 2006 compared to exchange losses of R42 million in fiscal 2007. The R42 million
exchange loss on loans in fiscal 2007 comprises:

•

R45 million exchange loss on the US$1.2 billion bridge loan facility taken out to partly finance the acquisition of South Deep; and

•

Hedge accounting has been applied to the foreign exchange contract taken out on the US$550 million borrowed to settle the
Western Areas gold derivative structure whereby any exchange gains or losses on the foreign exchange contract are offset
against exchange losses or gains on the loan. This resulted in a net exchange gain of R4 million.

The R121 million exchange gain on loans in fiscal 2006 comprises:

•

R66 million currency translation gain on funds held to meet commitments in respect of the Bolivar acquisition; and

•

R55 million currency conversion gain arising from a change in the functional currency from US dollars to rands of one of the
Group’s offshore subsidiary companies in terms of IAS 21 (Revised) Effects of Changes in Foreign Exchange Rates.

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF THE FINANCIAL STATEMENTS continued

GOLD FIELDS 2007

160

GOLD FIELDS 2007

161

Environmental rehabilitation interest charges increased from R16 million in fiscal 2006 to R27 million in fiscal 2007. The increase
in the charge in fiscal 2007 was due to higher rehabilitation cost numbers and higher discount rates applied in the calculation of
the interest charge.

Financial instruments
US dollar/Australian dollar call options
In conjunction with the acquisition of St Ives and Agnew, the Group implemented a hedging strategy to protect the cash flows of
these operations against an appreciation of the Australian dollar, as a significant portion of the purchase price was financed with
debt allied with the high degree of sensitivity of the cash flows to changes in the US dollar/Australian dollar exchange rate. In
addition, it was a requirement of the lenders that a hedging strategy in relation to changes in the Australian dollar be established
and maintained. Accordingly, Gold Fields entered into various currency financial instruments covering a total of US$500 million
over a five year period to December 2006.

On 7 January 2004, Gold Fields Australia closed out the remaining Australian dollar/United States dollar currency financial
instruments of US$275 million. The existing forward purchases of Australian dollars and the put and call options were closed out
by entering into equal and opposite transactions. The close-out of the outstanding open position of US$275 million was at an
average spot rate of 0.7670 US$/A$. These transactions locked in gross profit amounting to US$115.7 million and the underlying
cash receipts were deferred to match the maturity dates of the original transactions.

In addition, in order that the Group is able to participate in any future Australian dollar appreciation, a strip of quarterly maturing
Australian dollar/US dollar call options was purchased in respect of an amount of US$275 million of which the value dates and amounts
match those of the original structure. The Australian dollar call options resulted in a premium of US$8.3 million. The payment of the
premium is scheduled to match the maturity dates of the original structure. The average strike price of the options is 0.7670 US$/A$.

Shortly after closing out this position, the future US dollar values in respect of the above two transactions were fixed in Australian
dollars to take advantage of the weakened Australian dollar against the US dollar at that time. The value of the future cash flows
at that date net of the premium above was US$107.4 million or A$140.0 million prior to fixing based on 0.7670 US$/A$, the rate
at the time of the original transaction. The value fixed in Australian dollar amounts to A$147 million, based on a spot rate of
0.7158 US$/A$, the average rate achieved on fixing in May 2004. The total amount of A$147 million has been realised in cash
with A$42 million being realised in fiscal 2007.

US dollar/rand forward purchases
During fiscal 2007 the Group had three different US dollar/rand forward purchase contracts. They were:

•

US$30 million of forward cover existed to hedge the Group’s offshore commitments. This cover was rolled over on 5 December
2006 resulting in a loss of R10 million and then closed-out on 20 March 2007 resulting in a gain of R3 million, giving a net loss
of R7 million.

•

As a result of the US$550 million draw-down under the bridge loan facility to close-out the Western Areas gold derivative structure,

US dollar/rand forward cover was purchased during the March quarter for the amount of US$550.8 million for settlement 6 August
2007, at an average forward rate of 7.3279. This cover was established at an average spot rate of 7.1918. For accounting
purposes, this forward cover has been designated as a hedging instrument and gains and losses have been accounted for under
exchange loss on loans under finance expense. At the end of fiscal 2007, the marked to market value of the US$550.8 million
forward cover was negative R79 million (US$10.8 million) resulting in a marked to market loss of R79 million. This loss was offset
by the exchange gain of R83 million on the loan resulting in a net exchange gain of R4 million.

•

In anticipation of settling the US$1.2 billion JP Morgan bridge loan facility taken out to partly finance the South Deep
acquisition, a US$600 million forward exchange contract at a rate of R7.3916 was purchased. This was settled at a rate of
R7.2000 resulting in a loss of R115 million.

International petroleum exchange Gasoil call option
During fiscal 2007 Gold Fields Ghana purchased a one year Asian style (average monthly price) call option in respect of 58.8 million
litres of diesel, settled monthly, to protect against adverse energy price movements. The call option resulted in a premium of
US$2.5 million, paid upfront, at a strike price of US$0.5716 per litre. This equated to US$73.89 per barrel Brent Crude and
US$0.5371 cents per litre IPE Gasoil. The call option expired on 30 June 2007. At the end of fiscal 2007 this option had a marked
to market value of US$nil and a loss of R18 million (US$2.5 million) was accounted for in fiscal 2007.

During fiscal 2005 Gold Fields Ghana purchased a one year Asian style call option settled monthly from June 2005 to May 2006 in
respect of 51.6 million litres of diesel at a strike price of US$0.45 per litre, which approximates a Brent crude oil price of US$56 per
barrel. The call option expired in May 2006 resulting in a net loss of US$0.27 million of which a loss of R3 million (US$0.54 million)
was accounted for in fiscal 2006.

Gold delta purchases
During December 2006 and January 2007 Western Areas purchased 1,005,000 ounces of gold at an average gold price of
US$622.14 per ounce. This was subsequently sold at a gold price of US$643.00 per ounce on 24 January 2007 resulting in a net
gain of R151 million (US$21 million) on the delta purchase.

Gold derivative structure
As a result of the acquisition of Western Areas, the Gold Fields Group became exposed to the gold derivative structure held by
Western Areas. The marked to market valuation of this derivative at date of acquisition on 1 December 2006 was negative
US$539 million at a gold price of US$631.75 per ounce.

This structure was closed out on 24 January 2007 at a gold price of US$643.00 per ounce with a payment of US$549 after
deducting scheduled maturities of US$10 million. This resulted in a loss of R149 million (US$20 million).

Summary of close-out of Western Areas gold derivative structure and gold delta purchases

Gold Gold

derivative delta

Net

structure

purchases

position

US$m

Marked to market valuation at take on

(539)

–

(539)

December maturity

–

January maturity

–

Realised (loss)/gain on close-out

(20)

Close-out

(549)

(528)

Unrealised gain on financial instruments
The unrealised gain on financial instruments increased from R93 million in fiscal 2006 to R111 million in fiscal 2007.

The fiscal 2007 unrealised gain of R111 million comprises a marked to market gain of R111 million on various warrants and
options held in respect of underlying share investments.

The fiscal 2006 unrealised gain of R93 million comprises a marked to market gain of R82 million on various warrants and options
held in respect of underlying share investments, a gain of R24 million on the US dollar/rand forward purchases offset by a loss
of R10 million on the US dollar/Australian dollar call options and a loss of R3 million on the International Petroleum Gasoil call
options.

Realised loss on financial instruments
The realised loss on financial instruments increased from R117 million in fiscal 2006 to R136 million in fiscal 2007.

The fiscal 2007 realised loss of R136 million comprises:

•

Net loss of R7 million on the US$30 million US dollar/rand forward purchases;

•

Loss of R18 million on the international petroleum exchange Gasoil call options;

•

Loss of R149 million on the Western Areas gold derivative structure;

•

Gain of R151 million on the Western Areas gold delta purchases;

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF THE FINANCIAL STATEMENTS continued

GOLD FIELDS 2007

162

GOLD FIELDS 2007

163

•

Loss of R115 million on the forward exchange contract taken out to partly settle the US$1.2 billion bridge loan facility to partly
finance the South Deep acquisition; and

•

Gain of R2 million on the US dollar/Australian dollar call options.

The fiscal 2006 realised loss of R117 million comprises:

•

Loss of R97 million from treasury trading activities;

•

Loss of R12 million on a R/US$ swap relating to the financing of the Bolivar acquisition; and

•

Net loss of R8 million on the US dollar/rand forward purchases.

Loss on foreign exchange
Loss on foreign exchange was R109 million in fiscal 2007 compared to Rnil in fiscal 2006.

The R109 million loss in fiscal 2007 comprises a R119 million exchange loss on the Western Areas gold derivative structure that
was US dollar denominated. This was partially offset by exchange gains of R10 million on foreign currency denominated bank
balances within the Group.

Other operating costs

•

Other operating costs in fiscal 2007 were R17 million compared to R103 million in fiscal 2006. The decrease is largely due to
fiscal 2006 including non recurring professional fees related to corporate advice.

Share-based payments
IFRS 2 Share-based payments became effective for Gold Fields for the financial year ending 30 June 2006. In terms of
IFRS 2, Gold Fields now recognises the cost of share options granted (share-based payments) from 1 July 2005. IFRS 2 requires
that all options granted after 7 November 2002, but not vested by 1 July 2005 be accounted for.

Gold Fields has adopted an appropriate valuation model to fair value the employee share options. The value of the share options
has been determined as of the grant date of the options and has been expensed on a straight-line basis over the vesting period.

Based on this model R90 million was accounted for in fiscal 2007 compared to R68 million in fiscal 2006. The corresponding entry
for the above adjustments was share-based payment reserve within shareholders’ equity.

Exploration expense
Gold Fields spent R294 million (US$41 million) on exploration in fiscal 2007 compared with R248 million (US$39 million) in fiscal
2006. The bulk of the expenditure has been incurred on a diversified pipeline of early stage projects in Africa, Australia, China
and North, South and Central America. Subject to continued exploration success, expenditure is expected to range between
US$60 million and US$65 million in fiscal 2008.

Share of results of associates after tax
Gold Fields’ 35 per cent share of after tax profits in Rand Refinery Limited was R23 million in fiscal 2007 compared to R1 million
in fiscal 2006. Gold Fields’ owned 33 per cent in Rand Refinery Limited in fiscal 2006.

EXCEPTIONAL ITEMS

Impairment of assets
Impairment of assets was Rnil in both fiscal 2007 and fiscal 2006.

The Group continuously reassesses the carrying value and recoverability of its mining assets. The carrying value is compared to
the higher of “value in use” or “fair value less cost to sell”. “Value in use” is a valuation based on the cash flows over the life of
the asset and discounted to a present value at an appropriate rate. “Fair value” is the present market value of the asset.

The following estimates and assumptions were used by management when reviewing the long-term assets for impairments:

•

A gold price of R140,000 per kilogram (2006: R100,000 per kilogram) for the South African operations, US$580 per ounce (2006:

US$500 per ounce) for the Ghanaian operations and A$800 per ounce (2006: A$700 per ounce) for the Australian operations;

•

The extraction of proved and probable reserves as per the most recent life of mine plan at the South African and Ghanaian
operations. The Australian operations included the likely recoverable gold over and above proved and probable reserves based
on current exploration information taking cognisance of the probability of conversion to reserves. The reason for the inclusion of
recoverable gold in addition to proved and probable reserves at the Australian operations is due to the fundamental difference
in the nature of the mineralisation at these operations, which makes upfront definition of the reserve potential impractical; and

•

Operating costs and capital expenditure estimates as per the most recent life of mine plan.

A fundamental pre-tax discounted cash flow valuation at a discount rate of 5 per cent real is done for each mine using our latest
life of mine plans. This is consistent with previous years. We apply a derived pre-tax market multiple that is determined on a group
basis by reference to the market price of Gold Fields at the time of performing the exercise. This multiple is then multiplied by the
discounted cash flow valuation of each asset determined on a pre-tax basis which then determines the value in use for each mine.

In both fiscal 2007 and fiscal 2006 the application of the above estimates and assumptions did not result in any impairment charge.

Profit on the sale of investments
Profit on the sale of investments increased from R40 million in fiscal 2006 to R193 million in fiscal 2007.

The major disposals comprising the R193 million profit in fiscal 2007 were:

•

R123 million from the sale of 19.8 million shares in Avoca Resources Limited;

•

R43 million from the sale of the Bibiani Project in Ghana;

•

R7 million from the sale of 3.2 million shares in TLC Ventures Corporation;

•

R7 million from the sale of 7.6 million shares in Comaplex Minerals Corporation;

•

R5 million on the sale of 21.5 million shares in Anglo Australian Resources Limited; and

•

R2 million from the sale of 5.3 million shares in Sanu Resources Limited.

The major disposals comprising the R40 million profit in fiscal 2006 were:

•

R30 million from the sale of Gold Fields’ 55 per cent interest in the Committee Bay Joint Venture. In exchange for its 55 per
cent interest Gold Fields received 7,000,000 shares in Committee Bay Resources Limited valued at R30 million. As the interest
had a nil cost, the shares received of R30 million was also the profit;

•

R3 million from the sale of 0.4 million shares in TEBA Limited and the repayment of a loan previously written off;

•

R2 million from the sale of 3.6 million shares in African Eagle Resources; and

•

R1 million from the sale of 0.4 million shares in Sanu Resources Limited.

Profit on disposal of property, plant and equipment
Profit on disposal of property, plant and equipment increased from R24 million in fiscal 2006 to R54 million in fiscal 2007.

The major disposals comprising the R54 million profit in fiscal 2007 were:

•

R19 million profit from the sale of two stage winders by Driefontein;

•

R5 million profit from the sale of two mills by Driefontein; and

•

R25 million profit from the sale of surplus housing by Beatrix and South Deep.

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF THE FINANCIAL STATEMENTS continued

GOLD FIELDS 2007

164

GOLD FIELDS 2007

165

The major disposals comprising the R24 million profit in fiscal 2006 were:

•

R15 million profit from the sale of a winder by Kloof;

•

R11 million profit from the sale of mine houses by Beatrix, offset by; and

•

R2 million loss from miscellaneous asset sales by the operating mines of the Group.

MINING AND INCOME TAX

The table below indicates Gold Fields’ effective tax expense rate for fiscal 2007 and restated fiscal 2006.

Year ended June 30

2007

2006

Income and mining tax
Effective tax expense rate

37.4

36.6

In fiscal 2007, the effective tax expense rate of 37 per cent differed from the maximum South African mining statutory tax rate of
45 per cent, due to a reduction of R563 million in net tax charge arising from non-South African mining income taxed at lower
rates, R201 million reduction relating to the South African mining tax formula, R54 million decrease due to use of assessed losses
not previously recognised at Gold Fields Limited and GFL Mining Services Limited and R24 million reduction due to an increase
in tax values in Australia following the recalculation of the consolidation of St Ives and Agnew for tax purposes. As a result of a
change in legislation the Australian tax legislation makes provision for companies that consolidate for tax purposes to recalculate
their tax values based on a market value calculation.

These reductions were partly offset by the Group incurring R212 million in charges relating to levies and royalties in Ghana and
Australia and a further R295 million of net non-deductible expenditure, mainly due to exploration costs and share-based payment
costs.

In fiscal 2006, the effective tax expense rate of 37 per cent differed from the maximum South African mining statutory tax rate of
45 per cent, due to a reduction of R397 million arising from non-South African mining income taxed at lower rates, R87 million
reduction relating to the South African mining tax formula and a R54 million decrease due to the reduction of the Ghanaian tax
rate from 28 per cent in fiscal 2005 to 25 per cent in fiscal 2006.

These reductions were partly offset by the Group incurring R159 million in charges relating to levies and royalties in Ghana,
Australia and Venezuela and R111 million of net non-deductible expenditure, mainly due to non-deductible exploration and share-
based payment costs.

Profit attributable to ordinary shareholders of the company
Because of the factors discussed above, Gold Fields posted earnings attributable to ordinary shareholders of the company of
R2,363 million in fiscal 2007 as compared with restated earnings of R1,544 million in fiscal 2006.

Profit attributable to minority shareholders’ interest
Minority interests represent attributable earnings of R272 million in fiscal 2007, compared with attributable earnings of
R228 million in fiscal 2006. These amounts reflect the portion of the net income or losses of Gold Fields Ghana, Abosso, Choco
10, Living Gold, Western Areas and South Deep (for the four months that Gold Fields did not own 100 per cent) attributable to
its minority shareholders.

LIQUIDITY AND CAPITAL RESOURCES

Cash resources
Cash flows from operating activities
Cash flows from operating activities decreased from the restated R3,805 million in fiscal 2006 to R1,201 million in fiscal 2007.

The decrease of R2,604 million was mainly due to:

•

R3,894 million paid to settle the Western Areas gold derivative structure;

•

Increase in investment in working capital of R145 million due to increased ore stockpiles at Tarkwa and Agnew;

•

Increase in interest paid of R230 million due to higher borrowings;

•

Increase in tax paid of R364 million due to higher earnings; and

•

Increase in dividends paid of R664 million due to higher net earnings in fiscal 2007 on which the dividend payment is calculated;

The above factors were partially offset by higher operating profits as a result of the gold price increasing from R107,918 per
kilogram in fiscal 2006 to R147,623 per kilogram in fiscal 2007.

Cash flows from investing activities
Cash flows from investing activities increased from the restated R6,259 million in fiscal 2006 to R15,193 million in fiscal 2007.
The items comprising these numbers are discussed below.

Additions to property, plant and equipment

Capital expenditure increased from the restated R2,642 million in fiscal 2006 to R6,096 million in fiscal 2007. Capital expenditure
at the South African operations increased from the restated R1,473 million in fiscal 2006 to R2,467 million in fiscal 2007. The
increase in capital expenditure of R994 million was due to:

•

Driefontein increasing from the restated R543 million in fiscal 2006 to R815 million in fiscal 2007. This was due to expenditure
beginning on the 9 shaft project and increased ore reserve development;

•

Kloof increasing from the restated R483 million in fiscal 2006 to R776 million in fiscal 2007. This was due to expenditure
beginning on the KEA project and increased ore reserve development;

•

Beatrix increasing from the restated R447 million in fiscal 2006 to R593 million in fiscal 2007. This was due to increased capital
development at the West and South shafts and increased ore reserve development; and

•

R283 million at South Deep which was Rnil in fiscal 2006 as South Deep was only acquired on 1 December 2006.

Capital expenditure at the offshore operations increased from R951 million in fiscal 2006 to R1,920 million in fiscal 2007.

R144 million of this increase of R969 million was due to the weakening in the exchange rates used to convert these capital
expenditures from their functional currencies to the rand reporting currency. The rand/US dollar exchange rate weakened from
R6.40/US dollar in fiscal 2006 to R7.20/US dollar in fiscal 2007. The rand/Australian dollar weakened from R4.79/AU dollar to
R5.45/AU dollar. Other factors were:

•

Tarkwa increased from US$47 million in fiscal 2006 to US$108 million in fiscal 2007. This was due to increased pre-stripping
at the Teberebie cutback, expenditure on the joint power project, expenditure on the phase 5 heap leach project and the CIL
expansion project;

•

Damang increased from US$26 million in fiscal 2006 to US$32 million in fiscal 2007. This was due to expenditure on the
Damang pit cutback and construction on the seventh CIL tank at the processing plant;

•

Choco 10 increased from US$5 million in fiscal 2006 to US$22 million in fiscal 2007. This was due to increased expenditure
on the resource definition exploration programme and expenditure on the upgrade of the metallurgical plant. Fiscal 2006 only
included Choco 10 for four months;

•

St Ives increased from US$53 million in fiscal 2006 to US$76 million in fiscal 2007. This was due to expenditure on the
construction of the North Orchin emergency tailings disposal system, the installation of an agglomeration drum at the heap
leach circuit, development of the Bahama and North revenge pits and increased capitalised exploration expenditure; and

•

Agnew increased from US$18 million in fiscal 2006 to US$29 million in fiscal 2007. This was due to an increase in the pre-

stripping expenditure at Songvang and increased capitalised exploration expenditure.

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF THE FINANCIAL STATEMENTS continued

GOLD FIELDS 2007

166

GOLD FIELDS 2007

167

Capital expenditure at the Cerro Corona project in Peru increased from US$19 million in fiscal 2006 to US$234 million in fiscal
2007 as the project gains momentum in the current year.

Proceeds on the disposal of property, plant and equipment

Proceeds on the disposal of property, plant and equipment increased from R40 million in fiscal 2006 to R63 million in fiscal 2007.
In both years this related to the disposal of various mining assets by the South African and Australian mining operations.

Acquisition of subsidiaries, net of cash acquired

During fiscal 2007 Gold Fields acquired two subsidiaries, South Deep and IRCA, for R8,891 million.

South Deep
South Deep, which is an unincorporated joint venture, was acquired by purchasing 100 per cent of Barrick Gold South Africa
(BGSA) which owned 50 per cent of the joint venture, and 100 per cent of Western Areas Limited (WAL) which owned the other
50 per cent of the joint venture.

On 1 December 2006, Gold Fields acquired 100 per cent of the issued share capital of BGSA for R8,281 million. The R8,281 million
comprises:

•

R2,329 million (US$300 million) in Gold Fields shares issued;

•

R5,745 million (US$802 million) in cash;

•

R173 million relating to the reimbursement of an insurance claim to the vendors; and

•

R34 million of direct costs relating to the acquisition.

Gold Fields also repaid R2,915 million (US$407 million) owing by BGSA to Barrick Gold Africa.

The cash element of the above including the loan repayment was R8,694 million (R5,745 million plus R2,915 million plus
R34 million) less the R15 million cash acquired equals a net cash outflow of R8,679 million.

By 31 March 2007, Gold Fields, through a series of purchases, acquired 100 per cent of the issued share capital of WAL for
R7,109 million. The R7,109 million comprises:

•

R6,001 million in Gold Fields shares issued;

•

R942 million cash in years prior to fiscal 2007;

•

R123 million in cash in fiscal 2007; and

•

R43 million of direct costs relating to the acquisition.

The cash equivalent of the above was R166 million less the R10 million cash acquired equals a net cash outflow of R156 million.

Therefore, the total purchase consideration to acquire South Deep was R15,390 million and the net cash outflow was R8,835 million.

The total cost of this acquisition on an enterprise value basis was R22,199 million and is made up as follows:

•

R15,390 million being the total purchase consideration discussed above;

•

R2,915 million loan repayment to Barrick Gold Africa; and

•

R2,894 million being the amount paid to settle the Western Areas gold derivative structure effectively added back to the
purchase consideration.

These business combinations have been accounted for in accordance with International Financial Reporting Standard (IFRS) 3
Business Combinations as a purchase transaction, with Gold Fields being identified as the acquirer and BGSA and WAL as the
acquirees. The consolidated financial statements include the operating results of BGSA and WAL for the period from 1 December
2006 to 30 June 2007.

For the purposes of these consolidated financial statements, the purchase considerations of BGSA and WAL have been allocated
on a preliminary basis to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date
of acquisition. The estimated fair values were based on management’s best estimates and taking into account all available
information at the time of acquisition. Gold Fields will continue to review information and perform further analysis with respect to
these assets prior to finalising the allocation of the purchase consideration.

It was concluded that the excess of the purchase consideration over the net identifiable tangible and intangible assets acquired
represents goodwill in respect of the BGSA acquisition. The subsequent acquisition of WAL‘s 50 per cent interest in the joint
venture is treated as a transaction with minorities and the excess of the purchase consideration was accounted for in equity and
does not represent goodwill.

A preliminary allocation of the purchase consideration of R15,390 million, which is subject to final adjustments, is as follows:

•

Property, plant and equipment totalling R13,937 million;

•

Other assets worth R2,132 million;

•

Liabilities totalling R8,569 million which includes the WAL hedge;

•

Deferred tax asset of R203 million;

•

Outside shareholders sharing in the interest of a WAL subsidiary totalling R326 million;

•

A charge against non-distributable reserves of R3,554 million as a result of the acquisition of WAL’s 50 per cent in the joint

venture; and

•

Goodwill of R4,459 million.

The goodwill arising on the acquisition of the 50 per cent share of the joint venture owned by BGSA principally represents the
difference between the purchase consideration and the fair value on the assets acquired. The amount can be attributed to the
upside potential of the asset, synergies, deferred tax and the gold multiple.

IRCA
On 28 February 2007, Gold Fields acquired 70 per cent in IRCA (Pty) Limited for R56 million (R19 million paid plus bank overdraft
of R37 million assumed). IRCA is a company that specialises in mine safety training and it will be incorporated into the Gold Fields
Business Leadership Academy (GFBLA) structure.

During fiscal 2006 Gold Fields acquired two subsidiaries, Sociedad Minera La Cima SA and Bolivar Gold corporation, for
R2,559 million. Details are as follows:

•

On 11 January 2006, Gold Fields acquired an 80.72 per cent interest in Sociedad Minera La Cima SA for US$43 million
(US$41 million paid plus bank overdraft assumed of US$2 million). The rand equivalent was R254 million (R245 million paid
plus bank overdraft of R9 million assumed). La Cima owns the Cerro Corona project;

•

On 28 February 2006, in terms of a step acquisition, Gold Fields acquired the balance of shares to give it a 100 per cent interest
in Bolivar Gold Corporation. This step acquisition was achieved as follows:

– During fiscal 2004 Gold Fields acquired a 10.17 per cent interest in Bolivar for US$12 million. The rand equivalent was

R88 million;

– During November and December 2005 Gold Fields acquired another 4.28 per cent interest in Bolivar for US$13 million. The

rand equivalent was R84 million;

– On 28 February 2006, Gold Fields acquired the remaining interest of 85.55 per cent in Bolivar for US$290 million

(US$296 million paid less cash acquired of US$6 million). The rand equivalent was R1,778 million (R1,815 million paid less
cash acquired of R37 million). On this date Gold Fields also made a loan of US$72 million to Bolivar which was part of the
purchase consideration and was subsequently capitalised. The rand equivalent of this loan was R443 million;

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF THE FINANCIAL STATEMENTS continued

GOLD FIELDS 2007

168

GOLD FIELDS 2007

169

– The total cash outflow net of cash acquired during fiscal 2006 relating to the acquisition of Bolivar was US$375 million. The

rand equivalent was R2,305 million.

Purchase of investments

Investment purchases decreased from R1,046 million in fiscal 2006 to R490 million in fiscal 2007.

The major investment purchases comprising the R490 million spent in fiscal 2007 were:

•

R350 million invested in Sino Gold Limited bringing our holding to 17.5 per cent;

•

R62 million invested in Conquest Mining Limited bringing our holding to 11.0 per cent;

•

R23 million on the conversion of options held in Mvelaphanda Resources Limited to shares;

•

R21 million invested in Emed Mining Public Limited bringing our holding to 10.1 per cent;

•

R16 million invested in Lero Gold Corporation bringing our holding to 9.1 per cent; and

•

R16 million invested in CMQ Resources Incorporated bringing our holding to 16.4 per cent.

The major investment purchases comprising the R1,046 million spent in fiscal 2006 were:

•

R854 million invested in Western Areas Gold Mining Company Limited bringing our holding to 16.9 per cent;

•

R156 million invested in Sino Gold Limited bringing our holding to 13.9 per cent;

•

R19 million invested in Madoro Resources Limited bringing our holding to 5.5 per cent;

•

R4 million invested in Avoca Resources Limited bringing our holding to 13.5 per cent;

•

R2 million invested in Golden Star Resources Limited bringing our holding to 0.1 per cent; and

•

R10 million advanced to GBF, the open pit mining contractor at St Ives, in terms of the alliance agreement between St Ives
and GBF to fund the purchase of mining equipment used on site.

Proceeds on the disposal of investments

Proceeds on the disposal of investments increased from R18 million in fiscal 2006 to R326 million in fiscal 2007.

The major investment disposals comprising the R326 million in fiscal 2007 were:

•

R147 million from the sale of Avoca Resources Limited shares;

•

R101 million from the sale of Comaplex Minerals Corporation shares;

•

R43 million from the sale of the Bibiani Project;

•

R12 million from the sale of TLC Ventures Corporation shares;

•

R12 million from the sale of Anglo Australian Resources Limited shares;

•

R5 million from the sale of Sanu Resources Limited shares; and

•

R4 million from the sale of Troy Resources NL shares.

The major investment disposals comprising the R18 million in fiscal 2006 were:

•

R9 million from the sale of African Eagle Resources Plc shares;

•

R6 million from the sale of TEBA Limited shares and the repayment of a loan previously advanced to TEBA Limited; and

•

R2 million from the sale of Sanu Resources Limited shares.

Environmental trust fund and rehabilitation payments

During fiscal 2007 Gold Fields paid over R53 million to its environmental trust fund and spent R52 million on ongoing rehabilitation
costs resulting in a total cash outflow of R105 million for the year.

During fiscal 2006 Gold Fields paid over R48 million to its environmental trust fund and spent R23 million on ongoing rehabilitation
costs, resulting in a total cash outflow of R71 million for the year.

Cash flows from financing activities
Net cash generated by financing activities increased from R673 million in fiscal 2006 to R14,685 million in fiscal 2007. The items
comprising these numbers are discussed below.

Repayment of loans to minority shareholders

Repayment of loans to minority shareholders decreased from R144 million in fiscal 2006 to R90 million in fiscal 2007. The
R90 million paid in fiscal 2007 relates to repayments made by Tarkwa against loans due to its minority shareholder, IAMGold.

The R144 million paid in fiscal 2006 relates to repayments made by Tarkwa against loans due to its minority shareholder,
IAMGold.

Loans raised

Loans raised increased from R987 million in fiscal 2006 to R18,822 million in fiscal 2007.

The R18,822 million received in fiscal 2007 comprises:

•

R8,660 million (US$1,209 million) was drawn down on the US$1.8 billion bridge loan facility to partly finance the acquisition of
South Deep;

•

R4,019 million (US$550 million) was drawn down on the US$1.8 billion JP Morgan facility to settle the Western Areas gold
derivative structure and refinance existing working capital loans;

•

R3,839 million (US$550 million) was drawn down on the US$750 million syndicated facility to repay the US$550 million
borrowed above.

•

R72 million (US$10 million) was borrowed for general corporate purposes;

•

R1,170 million (US$168 million) was drawn down on the US$750 million Barclays and ABN Amro syndicated facility to repay
the US$168 syndicated loan used to partly finance the acquisition of Bolivar;

•

R893 million (US$127 million) was drawn down on the Cerro Corona project finance loan; and

•

R169 million was borrowed by Western Areas from Standard Bank to fund working capital requirements;

In fiscal 2006 Gold Fields received a loan of R987 million (US$158 million) to partly finance the acquisition of Bolivar.

Loans repaid

Loans repaid increased from R288 million in fiscal 2006 to R14,194 million in fiscal 2007. The R14,194 million repayment in fiscal
2007 comprises:

•

R320 million representing the fifth and sixth repayments to Mvelaphanda Resources in terms of the Mvela loan;

•

R169 million repayment of the working capital loan by Western Areas to Standard Bank;

•

R8,702 million (US$1,209 million) repayment of the bridge loan facility used to partly finance the acquisition of South Deep;

•

R3,839 million (US$550 million) repayment of the bridge loan facility used to settle the Western Areas gold derivative structure;

•

R1,164 million (US$168 million) repayment of the syndicated loan used to partly finance the acquisition of Bolivar.

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF THE FINANCIAL STATEMENTS continued

GOLD FIELDS 2007

170

GOLD FIELDS 2007

171

In fiscal 2006 Gold Fields made the third and fourth payments totalling R288 million to Mvelaphanda Resources in terms of the
Mvela loan.

Shares repurchased and cancelled

In fiscal 2006 shares to the value of R75 million were repurchased and cancelled. In fiscal 2007 no shares were repurchased.

Shares issued for cash

Shares issued increased from R193 million in fiscal 2006 to R10,147 million in fiscal 2007. Fiscal 2007 included R10,072 million
received from the issue of 90,850,000 shares as a result of the capital raising that took place in February 2007 and R75 million
received from shares issued in terms of the Group’s employee share scheme.

Fiscal 2006 included R193 million received from shares issued in terms of the Group’s employee share scheme.

Net cash utilised
Net cash generated for fiscal 2007 amounted to R693 million compared to net cash utilised of R1,782 million in fiscal 2006. The
change was primarily due to the capital raising, net loans raised and higher cash generated by operations, partially offset by
increased capital expenditure, the purchase of South Deep and the settlement of the Western Areas gold derivative structure.

Total Group cash and cash equivalents amounted to R2,310 million at 30 June 2007, as compared to R1,618 million at the end
of fiscal 2006.

Long-term provisions
Long-term provisions at the end of fiscal 2007 were R1,435 million as compared to R1,097 million at the end of fiscal 2006 and
include a provision for post-retirement health care costs of R21 million (fiscal 2006: R18 million) and a provision for environmental
rehabilitation costs of R1,414 million (fiscal 2006: R1,079 million).

Provision for post-retirement health care costs

The Group medical scheme, Medisense, provides benefits to employees and certain of its former employees. The Group remains
liable for 50 per cent of certain employees’ medical contributions to the medical scheme after retirement. This is applicable to
employees of the Free State operations who retired on or before 31 August 1997 and members of the West Wits operations who
retired on or before 1 January 1999.

Provision for environmental rehabilitation costs

The amount provided for environmental rehabilitation costs increased from R1,079 million in fiscal 2006 to R1,414 million in fiscal
2007. The provision represents the present value of closure, rehabilitation and other environmental obligations incurred up to
30 June 2007. The provision is updated annually to take account of inflation, the time value of money and any new environmental
obligations incurred. The discount rate applied in fiscal 2007 changed to 9.0 per cent (2006: 7.5 per cent) for the South African
operations, 5.5 per cent (2006: 5.5 per cent) for Ghana, 7.9 per cent (2006: 6 per cent) for Australia, 19 per cent (2006: 17 per
cent) for Venezuela and 2 per cent (2006: not applicable) in Peru. The rates of inflation used in fiscal 2007 also changed from
the previous year to 6 per cent (2006: 4.5 per cent) for South Africa, 3.5 per cent (2006: 3.5 per cent) in Ghana, 3 per cent (2006:
3 per cent) in Australia, 19 per cent (2006: 12 per cent) in Venezuela and 5.5 per cent (2006: not applicable) in Peru. The inflation
adjustment for fiscal 2007 was R39 million compared with R39 million in fiscal 2006 and the interest adjustment for fiscal 2007
was R27 million compared with R16 million in fiscal 2006.

During fiscal 2007 additional provisions were raised for new disturbances and changes in environmental legislation at:

•

Driefontein of R6 million;

•

Kloof of R1 million;

•

Beatrix of R6 million;

•

South Deep of R2 million;

•

Tarkwa of R75 million;

•

St Ives of R55 million;

•

Agnew of R12 million;

•

Choco 10 of R5 million; and

•

Cerro Corona of R81 million,

giving total additional provisions of R243 million, plus R42 million which was raised on the take-on of South Deep as a result of the
acquisition thereof.

During fiscal 2006 additional provisions were raised for new disturbances and changes in environmental legislation at :

•

Driefontein of R16 million;

•

Kloof of R23 million;

•

Beatrix of R34 million;

•

Tarkwa of R11 million; and

•

St Ives of R7 million,

giving total additional provisions of R91 million.

The South African operations contribute to dedicated environmental trust funds to provide financing for final closure and
rehabilitation costs. The amount invested in the fund is shown as a non-current asset in the financial statements and increased
from R484 million in fiscal 2006 to R628 million in fiscal 2007. The increase consists of contributions of R53 million, interest
income of R58 million and R33 million from the take-on of South Deep as a result of the acquisition thereof. The South African
operations will continue to contribute annually to the trust fund over the remaining lives of the mines, which should ensure that
sufficient funds will be available to discharge commitments for future rehabilitation costs.

SAP

SAP was implemented on the South African operations on 1 February 2006 for the processing of financials, material
management, costing, projects and data warehouse reporting and has successfully been running live since then. During fiscal
2007 various enhancements were made specifically around cost management reporting.

South Deep was successfully integrated into the SA operations SAP environment at the end of June 2007.

The review of SAP Phase 2 for the South African operations will be completed in October 2007, which will include extending SAP
functionality into other disciplines such as health and safety, planned maintenance and document management.

A formal plan for the deployment of SAP into the international operations is in place and it is planned to complete the individual
implementations by the end of fiscal 2008. The status thus far is:

•

Venezuela

– Financials, materials management and costing was implemented at the end of April 2007 and is in production;

– HR and payroll whilst configured has been delayed until January 2008.

•

Exploration

– Financial and consolidations were implemented in Denver, Netherlands and all exploration offices at the end of June 2007

and are in production.

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF THE FINANCIAL STATEMENTS continued

GOLD FIELDS 2007

172

GOLD FIELDS 2007

173

•

Peru

– A project to implement financials, materials, costing, projects, planned maintenance, HR and payroll was started at the

beginning of August 2007 and is planned for completion in the first quarter of 2008.

•

Australia and Ghana

– The SAP model that is being configured in Peru will serve as the basis for an implementation in these operations later this

year with a planned completion by the end of fiscal 2008.

SARBANES-OXLEY

Gold Fields, being a foreign private issuer under US SEC rules, has to comply with the requirements of the Sarbanes-Oxley Act,
2002 for fiscal 2007. Management’s compliance programme consists of self assessments, focused walk-throughs and operating
effectiveness testing executed throughout the year, on a quarterly basis.

At the time of this reporting, management has completed control design and operating effectiveness testing for the Group across
all significant locations, with the exception of the processes relating to preparation of US GAAP reporting (20F).

The results to date of said compliance programme indicate a very high level of compliance and no indication of a material
breakdown in controls were noted.

SA PROJECT BEYOND

Gold Fields Project Beyond set out at the beginning of fiscal year 2005 to achieve contracted benefits of around R200 to
R300 million over three years. Fiscal 2007 year end represents the Project Beyond three year milestone and it can be reported
that a cumulative R288 million of total cost contracted benefits has been achieved since the inception of the project.

R159 million contracted benefits were reported for fiscal 2005 to 2006 and an added R59 million during fiscal 2007. In addition
explosives performance initiatives at selected shafts also contributed to additional square metres volumes with estimated cumulative
added net value of around R70 million since the start of this specific project 18 months ago. R18 million value of this amount was
delivered in the first six months of the project during fiscal 2006 and the balance of R52 million realising during fiscal 2007.

Adding to the reported fiscal 2005 and 2006 spend categories addressed, during fiscal 2007 contracted and total cost benefits
were further delivered across various areas, which included explosives performance, rail track upgrades installation cost savings,
improved scrap sales income, drill steel controls optimisation, consulting spend savings, as well as savings on various
engineering contracts and improved standards. The first South Deep contracted benefits were also delivered in the form of diesel
rebate savings.

Fiscal 2007 experienced continued price inflation pressure due to major demand growth with respect to key input cost drivers like
steel, copper, fuels, services, food, timber, etc. with metals and minerals reaching record highs. This resulted in extreme
commodity input cost price inflation during fiscal 2007, where the South African PPI index showed a 10.4 year on year inflation
for June 2007. Due to the Project Beyond benefits achieved Gold Fields was able to lower the spend basket baseline to effectively
achieve increases of around PPI less 3 per cent over each of the last three years.

Although Project Beyond has successfully reached its three year targeted milestone, the focus for fiscal 2008 will remain on
continued improvement initiatives around total cost leadership and productivity enhancement. As part of this continuous savings
and benefits delivery drive during fiscal 2008, South Deep will also receive specific spend optimisation focus.

It is noteworthy that, despite the achievement of major contractual savings in procurement, expenditure with BEE companies
increased from 25 per cent in fiscal 2005 to 35 per cent of total procurement spend during fiscal 2006. Fiscal 2007 showed a further
marked increase to 43 per cent. Gold Fields classifies BEE companies as “Black Owned” (>50% HDSA ownership interest), “Black
Empowered” (>25% and <50% HDSA ownership interest) and “Black Influenced” (>5% and <25% HDSA ownership interest). Gold
Fields now makes use of 508 BEE vendors as compared with 308 in the previous financial year. For purposes of determining the
quantum of qualifying expenditure in respect of BEE companies, Black Owned and Black Empowered companies are weighted
100 per cent, while Black Influenced companies are weighted as per the relevant percentage HDSA ownership interest. 22 per cent
of the 508 vendors are Black owned, 53 per cent Black empowered and 25 per cent Black influenced.

GLOBAL/INTERNATIONAL INTEGRATED SUPPLY CHAIN AND STRATEGIC SOURCING OPTIMISATION

The recorded fiscal 2007 cumulative new and multi year total cost benefits for the global and international operations now stands
at around US$15 million. Cumulative recorded benefits for International and global over the last three years are estimated to be
around US$28 million.

Delivered benefits during fiscal 2007 mainly came from the Australian Beyond Bullion cost optimisation project, through
competitive tenders across various spend categories, explosives performance and contractor alliance multi year total cost
initiative benefits. Benefits were also delivered in Ghana with respect to aggregated shipping rates savings, diesel rebates and
a multi year tyre retread business case. Furthermore some import tariff savings were also contributed by the Peru project
procurement team.

During fiscal 2007 Australia operations spend basket inflation came in at the lower end of the estimated PPI inflation range of
around 4-6 per cent and Ghana at the higher end of the CPI range of 10-12 per cent. This represents an exemplary result given
the global high inflation market conditions driving for example earth moving tyre shortages and related costs increases, higher
contractor services, labour shortages and wage increases together with significant increases in drilling and cyanide rates, and
self-generating power costs in Ghana specifically.

In Australia total cost optimisation focus will continue during fiscal 2008 through continuing Project Beyond Bullion and cost
optimisation opportunities in Ghana. There will also be some focus on establishing optimal input cost baselines and exploring
larger group and regional synergies across the South American operations.

PROJECT 100+

Project 100+ was established in fiscal 2005 with the focus on achieving ongoing and sustainable cost savings across the South
African operations. Fiscal 2007 has focused on improving efficiencies and controls on areas such as logistics, labour management,
transport and maintenance spend. The predominant aim has been to improve cost efficiencies and identify opportunities for
investment in cost reduction, in order to ensure that operations are delivering in an optimal and productive manner.

Standards and norms for labour allocation are in the process of being implemented to optimise labour allocation at all operations
given its direct impact on productivity. In addition, the South African operations are in the process of implementing elements of
the wellness programme to reduce absenteeism and sick leave as a means of improving overall productivity levels.

New initiatives include the reduction of lost shifts through the labour optimisation project and activity based costing, which will be
implemented across all operations. These initiatives, along with efforts to improve Eskom demand side management, along with
surface transport rationalisation and replacement of diesel locomotives with battery locomotives at the long life shafts, are
expected to realise benefits of between R100 million (US$14 million) and R150 million (US$21 million) per annum over the next
12 to 24 months.

Nicholas J Holland
Chief Financial Officer
and Executive Director

6 September 2007

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF THE FINANCIAL STATEMENTS continued

GOLD FIELDS 2007

174

DIRECTORS’ REPORT

GOLD FIELDS 2007

175

The directors have pleasure in submitting their report and the annual financial statements of the company and the Group for the

year ended 30 June 2007.

PROFILE

Business of the company

Gold Fields is one of the world’s largest gold exploration and development companies and ranks as South Africa’s second largest

gold producer. The company produces more than 4 million ounces of gold a year at mines in South Africa, Ghana, Australia and

Venezuela. Gold Fields has proven and probable attributable gold and copper gold equivalent reserves of 94 million ounces of

gold. In December 2006, it acquired Barrick Gold’s half interest in the South African South Deep gold mine for US$1.5 billion.

Gold Fields acquired Western Areas Limited in early 2007, giving it 100 per cent ownership of South Deep. The company is

engaged in underground and surface mining and related activities, including exploration, extraction, processing and smelting.

FINANCIAL RESULTS

The information on the financial position and performance of the Group for the year ended 30 June 2007 is set out in the financial

statements on pages 175 to 244 of this annual report. The income statement set out in this annual report shows profit attributable

to Gold Fields Limited members of R2,362.5 (US$328.1 million) compared to R1,544.1 (US$241.4 million) in 2006.

COMPLIANCE WITH FINANCIAL REPORTING STANDARDS

The Gold Fields Group annual financial statements comply with International Financial Reporting Standards, the South African

Companies Act and the JSE Limited Listings Requirements (JSE Listings Requirements).

REPORTING IN UNITED STATES DOLLARS

To assist international investors, the income statement, balance sheet and cash flow statement of the Group have been translated

into United States dollars on pages 200 to 240.

SHARE CAPITAL

Authorised

There was no change in the authorised share capital of the company in the year under review. The authorised share capital of

Gold Fields is R500,000,000 in 1,000,000,000 shares of 50 South African cents each.

The following are the movements in the issued and unissued share capital for the year ended 30 June 2007:

2007

2006

No of shares

Rand

No of shares

Rand

At the beginning of the year

494,824,723

247,412,361

492,294,226

246,147,113

Shares repurchased and cancelled

(1,000,000)

(500,000)

Exercise of options by participants in the

Gold Fields incentive schemes

1,384,589

692,295

3,530,497

1,765,249

Shares issued for the South Deep acquisition

65,098,754

32,549,377

Shares issued for the Capital Raising

90,850,000

45,425,000

At 30 June

652,158,066

326,079,033

494,824,723

247,412,361

In terms of the authority granted by shareholders at the annual general meeting held on 10 November 2006, all of the authorised

but unissued share capital remaining at that date, after setting aside so many ordinary shares as may be required to be allotted

and issued pursuant to the share incentive schemes, are placed under the control of the directors. This authority expires at the

next annual general meeting where shareholders will be asked to renew this authority.

In terms of the JSE Listings Requirements, shareholders may, subject to certain conditions, authorise the directors to issue the

shares held under their control for cash other than by means of a rights offer to shareholders. In order that the directors of the

company may be placed in a position to take advantage of favourable circumstances which may arise for the issue of such shares

for cash, without restriction, for the benefit of the company, shareholders will be asked to consider an ordinary resolution to this

effect at the forthcoming annual general meeting.

Repurchase of shares

The company has not exercised the general authority granted to buy back shares from its issued ordinary share capital granted

at the annual general meeting held on 10 November 2006, as shown in the table above. At the next annual general meeting,

shareholders will be asked to renew the general authority for the acquisition by the company, or a subsidiary of the company, of

its own shares.

Listings

The abbreviated name under which the company is listed on the JSE Limited (JSE) is GFIELDS and the short code is GFI. The

company, which is the sole listed entity of the Group, also has a secondary listing on the following stock exchanges:

London Stock Exchange;

Swiss Exchange; and

DIFX in Dubai, Euronext in Paris and Brussels.

The company has recently undertaken a review of its listings on The International Bulletin Board of the London Stock

Exchange and The Euronext in Paris with a view to reducing compliance obligations in jurisdictions where there are limited

benefits from the listings. In addition the company is under increased pressure to reduce costs and the benefits of these

listings no longer justify the costs. It is expected that these listings will be terminated by December 2007. The company’s

remaining listings afford shareholders more than adequate regulatory protection.

American depository receipts listed on the New York Stock Exchange (ADR)

At 30 June 2007, the company had in issue through The Bank of New York on the New York Stock Exchange (NYSE),

228,209,815 (2006: 130,515,023) American Depository Receipts (ADRs). Each ADR is equal to one ordinary share.

The GF Management Incentive Scheme

At the annual general meeting on 10 November 1999, shareholders approved the adoption of the GF Management Incentive

Scheme to substitute the scheme in place prior to the reverse takeover of Driefontein by Gold Fields in 1999. This scheme was

introduced to provide an incentive for certain officers and employees of the Group to acquire shares in the company. No further

allocations of options under this scheme are being made in view of the introduction of the Gold Fields Limited 2005 Share Plan

(see below) and the scheme will be closed once all options have been exercised or forfeited.

The salient features of the scheme are that:

•

It is composed of only share options;

•

A third of the total share option grant vests upon the second, third and fourth anniversaries of the grant date; and

•

Share options expire no later than seven years from the grant date.

DIRECTORS’ REPORT continued

GOLD FIELDS 2007

176

The directors are authorised to issue, allot and grant options to acquire up to a maximum of 22,791,830 ordinary shares in the

unissued share capital of the company in terms of the incentive scheme. At 30 June 2007, this represented 3.49 per cent of

shares in issue. The unexercised options under the scheme represented 0.86 per cent of shares in issue as at 30 June 2007.

Details of the scheme are as follows:

Number of

Average strike

options

price (Rps)

Outstanding at 1 July 2006

6,948,560

75.81

Movement during the year:

Granted during the year

–

Exercised and released

(899,263)

65.29

Forfeited

(457,724)

76.79

Cancelled

(6,600)

65.52

Outstanding at 30 June 2007

5,584,973

76.66

Included in the above are 2,952,112 vested options at 30 June 2007.

The GF Non-executive Director Share Plan
At the annual general meeting on 31 October 2001, shareholders approved a resolution to proceed with the allocation of options

to non-executive directors. As a result, each non-executive director has been allocated the options detailed on page 180.

The salient features of the scheme are as follows:

•

Share options vest one year after allocation;

•

10,000 share options will be issued annually to non-executive directors provided there is 75 per cent attendance at meetings;

and

•

Share options will be forfeited 30 days after directors leave the board.

No further allocations of options under this plan are being made in view of the introduction of the Gold Fields Limited 2005 Non-

executive Share Plan (see below) and the plan will be closed once all options have been exercised or forfeited.

Gold Fields Limited 2005 Share Plan
At the annual general meeting on 17 November 2005, shareholders approved the adoption of the Gold Fields Limited 2005 Share
Plan to replace the GF Management Incentive Scheme approved in 1999. The plan provides for two methods of participation,
namely the Performance Allocated Share Appreciation Rights method (SARS) and the Performance Vesting Restricted Share
method (PVRS). This plan seeks to attract, retain, motivate and reward participating employees on a basis which aligns the
interests of such employees with those of the company’s share owners.

The salient features of the Plan are as follows:

•

PVRS and SARS will be offered to participants once a year during March;

•

PVRS are performance-related shares, granted at zero cost;

•

The PVRS will vest and be settled on the third anniversary of the grant date to existing Gold Fields employees;

•

SARS are share options, granted at the weighted average price over the last 20 trading days, and

•

The SARS will vest on the third anniversary of the grant date, but may be exercised between the third and sixth anniversary

of the grant date by existing Gold Fields employees.

GOLD FIELDS 2007

177

Gold Fields Limited 2005 Non-executive Share Plan
At the annual general meeting on 17 November 2005, shareholders approved the adoption of the Gold Fields Limited 2005 Non-
executive Share Plan to replace the GF Non-executive Director Share Plan approved in 2001. The 2005 Non-executive Plan
provides for the award of restricted shares to non-executive directors that ordinarily vest after a period of three years from the
award thereof.

The 2005 Non-executive Plan seeks to provide non-executive directors of the company with the opportunity to acquire an interest
in the equity of the company on a basis which aligns their interests with those of the company’s share owners, thereby providing
such non-executive directors with a further incentive to advance the company’s interests.

The salient features of the Plan are as follows:

•

Restricted shares are to be granted annually; and

•

Shares will vest and be settled on the third anniversary of the award date.

Equity-settled instruments issued under the Gold Fields Limited 2005 Share Plan and 2005 Non-executive Share Plan

Share

Performance

Appreciation

Average

related (PVRS)

Rights (SARS)

strike price

Outstanding at 1 July 2006

456,700

979,250

125.28

Movement during the year:
Granted during the year

1,515,797

876,559

124.19

Exercised and released

(2,042)

(805)

125.28

Forfeited

(64,003)

(89,464)

120.13

Cancelled

–

Outstanding at 30 June 2007

1,906,452

1,765,540

124.75

Represents pro-rata share allocations due to death, and to retired and retrenched employees.

The details of the executive directors’ participation in the above scheme are listed on page 180.

The directors are authorised to issue and allot all or any of such shares required for the plans, but in aggregate with the other
schemes, may not exceed 5 per cent of the total issued ordinary shares in the capital of the company. The unexercised options and
shares under the schemes and plans represented 1.43 per cent of shares in issue at 30 June 2007.

Consolidated table of all equity-settled instruments under all the schemes

Number of

equity securities

Outstanding at 1 July 2006

8,568,910

Movement during the year
Granted during the year

2,392,356

Exercised and released

(912,110)

Forfeited

(611,191)

Cancelled

(6,600)

Outstanding at 30 June 2007

9,431,365

Included in this number are 184,400 options available to non-executive directors under the Gold Fields Non-executive Director Share Plan.

Included in this number are 174,400 options available to non-executive directors under the Gold Fields Non-executive Director Share Plan.

Due to the number of prohibited periods which the company has been subjected to as a result of various transactions, the expiry
dates of options under the GF Management Incentive Scheme and the GF Non-executive Director Share Plan have been
extended so as to not prejudice the individuals affected.

DIRECTORS’ REPORT continued

GOLD FIELDS 2007

178

DIRECTORATE

Composition of the board

The board currently consists of two executive directors and 11 non-executive directors of which 10 are independent.

The following changes in directorate occurred during the year under review:

Director

Nature of change

Date of change

Jakes Gerwel

Resigned

10 November 2006

Gill Marcus

Appointed

14 February 2007

Directors retiring in terms of the company’s articles of association are K Ansah, PJ Ryan, A Grigorian, TMG Sexwale and

G Marcus. A Grigorian and TMG Sexwale have indicated that they are not available for re-election. The remaining directors are

eligible and offer themselves for re-election.

The board of directors of various subsidiaries of Gold Fields comprise some of the executive officers and one or both of the

executive directors, where appropriate.

Interest of directors

As at 30 June 2007, the directors’ beneficial and non-beneficial, direct and indirect interest in the issued share capital of the

company was 0.033 per cent (2006: 0.086 per cent) in aggregate and per director, no one director individually exceeds one per

cent of the issued share capital or voting control of the company.

Beneficial

Non-beneficial

Direct

Indirect

Direct

Indirect

Director

2007

2006

2007

2006

2007

2006

2007

2006

Alan J Wright

68,582

68,582

67,108

67,108

–

Ian D Cockerill

–

62,000

62,000

–

Nicholas J Holland

–

Kofi Ansah

–

Michael J McMahon

–

Patrick J Ryan

–

Tokyo M G Sexwale

–

Chris I von Christierson

–

Rupert L Pennant-Rea

–

Artem Grigorian

–

John G Hopwood

15,000

15,000

–

Donald M J Ncube

–

Gill Marcus

–

Total

83,582

83,582

129,108

129,108

–

At the date that this annual report was prepared, the only director to acquire or dispose of any of the shares held by them as at

30 June 2007, was G Marcus who acquired 1,900 ordinary shares on 10 August 2007.

The company has not entered into any contracts of service, other than the service contracts with the executive directors of the

company.

GOLD FIELDS 2007

179

Directors’ equity-settled Instruments
The directors held the following equity-settled instruments at 30 June 2007:

Equity-settled

Equity-settled instruments

Equity-settled

instruments

instruments granted

exercised during

instruments

at 30 June 2006

during the year

the year

at 30 June 2007

Average

strike

Benefit

strike

price

arising

price

Number

(rand) Number

(rand) (R million) Number

(rand)

Alan J Wright

58,000

64.87

2,800

–

60,800 61.88

Ian D Cockerill

520,800

72.95

51,500

74.00

572,300 73.02

Nicholas J Holland

212,650

74.74

30,500

77.00

243,150 74.97

Kofi Ansah

9,700

47.38

1,900

–

11,600 39.62

Michael J McMahon

33,000

80.91

1,900

–

10,000 130,68 1,299

24,900 79.68

Patrick J Ryan

23,000

86.27

1,900

–

24,900 79.68

Tokyo M G Sexwale

30,700

73.73

1,900

–

32,600 69.43

Chris I von Christierson

23,000

86.27

1,900

–

24,900 79.68

Jakes G Gerwel

3,000 –

1,200

–

4,200 –

Rupert L Pennant-Rea

28,000

75.71

1,900

–

29,900 70.90

Artem Grigorian

–

1,900

–

1,900 –

John G Hopwood

–

800

–

800 –

Donald M J Ncube

–

800

–

800 –

Gill Marcus

–

Restricted shares awarded in terms of the Gold Fields Limited 2005 Non-executive Share Plan

Benefit to individuals prior to taxation

Director who retired during the year under review

A register of detailed equity-settled instruments outstanding by tranche is available for inspection at the company’s registered

office.

The equity-settled instrument terms are detailed on pages 177 and 178.

DIRECTORS’ REPORT continued

GOLD FIELDS 2007

180

Directors’ fees
In terms of the articles of association the fees for services as non-executive directors are determined by the company in general
meeting.

Board fees

Pension

Directors'

Committee

Travel

Total scheme total

fees

allowances

Salary

bonus contributions

2007

2006

Executive

ID Cockerill

5,039,623.00 2,469,717.00

746,120.00 8,255,460.00

7,364,647.00

NJ Holland

2,978,829.00 1,625,150.00

536,083.00 5,140,062.00

5,093,648.00

Non-executive

Alan J Wright

1,000,000.00

29,000.00

1,029,000.00

834,625.00

Kofi

Ansah

181,250.00 141,426.10 143,200.00

465,876.10

474,350.00

Michael J McMahon

181,250.00

154,500.00

29,000.00

364,750.00

384,666.00

Patrick J Ryan

173,125.00

144,375.00

114,200.00

431,700.00

521,850.00

Tokyo MG Sexwale

148,750.00

34,143.65

–

182,893.65

323,375.00

Chris I von Christierson

156,875.00

94,625.00

85,800.00

337,300.00

487,475.00

Jakes G Gerwel

60,516.30 29,988.40

90,504.70

262,500.00

Rupert L Pennant-Rea

165,000.00

125,250.00

114,200.00

404,450.00

444,975.00

Artem

Grigorian

181,250.00 114,125.00 143,200.00

438,575.00

254,875.00

John G Hopwood

181,250.00

230,000.00

29,000.00

440,250.00

85,833.00

Donald MJ Ncube

173,125.00

122,323.90

29,000.00

324,448.90

80,250.00

Gill Marcus

70,000.00

5,856.35

75,856.35

Total

2,672,391.30 1,196,613.40 716,600.00 8,018,452.00 4,094,867.00 1,282,203.00 17,981,126.70 16,613,069.00

Notes

Bonuses are for F2006 performance, paid in F2007

These amounts reflect the full director’s emoluments in rand for comparative purposes. The portion of executive directors’ emoluments payable in US dollars

is paid in terms of agreements with the offshore subsidiaries for work done by directors’ offshore for offshore companies. The total US dollar amounts paid

for F2007 were as follows: ID Cockerill $345,668 and NJ Holland $170,873 which are included in the total remuneration reflected in the table above

A travel allowance for the non-executive directors was approved at the AGM held on 17 November 2005

JG Gerwel resigned on 10 November 2006

Remuneration policy
The company’s remuneration policy is determined by the Compensation Committee, utilising appropriate external advice in
evaluating and setting this policy.

Gold Fields’ remuneration philosophy is aimed at attracting and retaining motivated high-calibre executives aligned with the
interests of shareholders. Such alignment is achieved through an appropriate mix of fixed and performance-based remuneration
which provides for high performers to be well rewarded.

Executives are paid gross remuneration packages (GRP), which include all fixed elements of remuneration, with the exception
of a standard 24 working days’ leave per annum, with the company having no contingent retirement or medical liabilities. A portion
of the fixed remuneration of executives with international responsibilities is paid in US dollars. Increases are determined, usually
effective January each year, by the Compensation Committee informed by remuneration surveys to which the company
subscribes and independent advice, where necessary.

The short-term incentive is an annual incentive bonus in terms of which the executive directors are able to earn bonuses of
50 per cent of their GRPs for on-target performance. This incentive bonus could increase above 50 per cent due to specific

GOLD FIELDS 2007

181

out-performance. Incentive bonuses are based on targets approved in advance by the Compensation Committee, comprising
corporate, operational and personal objectives. In the case of the chief executive, 70 per cent of his incentive is based on
corporate objectives. In the case of other executives, corporate and operational objectives (where applicable) comprise 60 per
cent to 70 per cent of the incentive with personal objectives making up the balance. In F2007, the weighted average incentive
bonus paid to members of the executive team (excluding executive directors, details of which are shown above) was 35.9 per
cent of GRP.

The corporate objectives comprise three elements. 45 per cent of the corporate objective relates to the relative performance of

the Gold Fields share price against the average performance of the AngloGold Ashanti and Harmony share prices over the year

in question. The remaining corporate objectives, as measured against the operational plan approved by the board, relate to cash

costs per ounce produced (30 per cent) and total gold produced (25 per cent).

Operational objectives are measured against the operational plans approved by the board and cover safety, production, costs and

progress in developing long-term ore reserves. Personal objectives are developed each year for each executive based on key

performance areas and are approved at the beginning of each year by the Compensation Committee. Performance against these

objectives is reviewed by the Compensation Committee at the end of the year.

The fees for non-executive directors are dealt with by a special non-executive remuneration committee comprising independent

external parties. Proposed changes to the fees payable to non-executive directors, together with proposed awards under The

Gold Fields Limited 2005 Non-executive Share Plan (details of the Plan are provided on page 180), are set out in the notice of

the annual general meeting which accompanies this report.

Directors’ and officers’ disclosure of interests in contracts

During the year under review, no contracts were entered into in which directors and officers of the company had an interest and

which significantly affected the business of the Group.

Related party information is disclosed on pages 232 to 234.

FINANCIAL AFFAIRS

Dividend policy

The company’s dividend policy is to declare an interim and final dividend in respect of each financial year, based on 50 per cent

of the earnings for the year before taking account of investment opportunities and after excluding impairments. Earnings are

adjusted to exclude unrealised gains and losses on financial instruments and foreign debt, but adjusted to include cash payments

and receipts in relation to such underlying financial instruments.

Interim dividend

On Thursday, 25 January 2007, the company declared an interim cash dividend of 90 SA cents per ordinary share (2006: 40 SA

cents) to shareholders reflected in the register of the company on Friday, 10 February 2007.

This dividend was paid on Monday, 19 February 2007.

Final dividend

On Wednesday, 1 August 2007, the company declared a final cash dividend of 95 SA cents per ordinary share (2006: 110 SA

cents) to shareholders reflected in the register of the company on Friday, 17 August 2007. The dividend was declared in the

currency of the Republic of South Africa.

This dividend was paid on Monday, 27 August 2007.

DIRECTORS’ REPORT continued

GOLD FIELDS 2007

182

The dividend resulted in a total dividend of 185 SA cents per share for the year, with the final dividend being accounted for in

2008.

Borrowing powers
In terms of the provisions of article 12.1 of the articles of association, the borrowing powers of the company

are unlimited.

Fixed assets
Capital expenditure
Capital expenditure for the year amounted to R6,096 million (2006: R2,642 million). Estimated capital expenditure for the 2008

financial year is R7,310 million and will be funded from internal sources and, to the extent necessary, borrowings.

Investments
Disposals
During the year under review, the major disposals and the proceeds related thereto included the following:

•

Avoca Resources Limited – R147 million

•

Comaplex Minerals Corporation – R101 million

Acquisitions
R490 million of investments were made during the year which included investments in the following:

•

Sino Gold Limited – R350 million

•

Conquest Mining Limited – R62 million

As was indicated in 2006, pursuant to an agreement reached on 15 July 2005 between Bolivar Gold Corp (Bolivar), the previous

holder of the interest in the Choco 10 concession, and CVG Ferrominera del Orinoco, C.A. (CVG), Bolivar increased its interest

in the Choco 10 mine from 70 per cent to 95 per cent. In consideration for such increased shareholding, Bolivar agreed to pay

an amount of US$6 million to CVG payable in instalments. The Ministry of Basic Industries and Mines (MIBAM), who was

intimately involved in the negotiation and sign-off of the agreement, has not formally executed such agreement. This is mainly

due to the fact that there have been several management changes within the MIBAM which have delayed the process.

Nevertheless, Gold Fields’ counsel has indicated that from a legal perspective, the parties do not require further authorisation

from MIBAM and that Gold Fields validly owns a 95 per cent interest in the Choco 10 mine. Certain procedural steps, including

the formal transfer of shares to Gold Fields evidencing such ownership, are still in progress.

South Deep Life of Mine re-assessment
Shareholders were advised on 11 September 2006 of the various transactions that would be entered into for the acquisition by

Gold Fields Limited of the South Deep Gold Mine (South Deep) from Barrick Gold Corporation and Western Areas Limited (the

previous owners). The purchase price allocation for the acquisition was based on the feasibility study (original study) undertaken

by the previous owners. Gold Fields Limited performed a due diligence on the original study. The South Deep mineral resources

are being re-modelled and re-evaluated and various options to extract the orebody are currently being assessed as part of the

Kloof-South Deep optimisation project. This will result in a revised mine plan for South Deep. The provisional purchase price

allocation which is based on the original study could possibly change once the revised mine plan for the South Deep Gold mine is

approved by the Board.

GOLD FIELDS 2007

183

Significant announcements
6 September 2006
Gold Fields announced that it will invest R4.7 billion in the deepening of Driefontein and Kloof Gold Mines in South Africa, which

would access an additional 10.8 million ounces of gold below the current infrastructure of the two mines.

11 September 2006
Shareholders of Gold Fields are advised that Gold Fields has entered into an agreement with Barrick Gold Corporation (Barrick)

to purchase, through the acquisition of a subsidiary company of Barrick, its 50 per cent interest in South Deep Gold Mine for a

total consideration of US$1.525 billion.

11 September 2006
Gold Fields shareholders are advised that Gold Fields has undertaken to the Board of Directors of Western Areas to make an

offer to the Western Areas shareholders to acquire the entire issued share capital of Western Areas (other than those shares

already owned by Gold Fields). Gold Fields currently holds 18 per cent of the issued share capital of Western Areas. The Offer

will be implemented by way of a general offer in terms of section 440 et seq of the Companies Act (Act 61 of 1973) as amended

(the "Act") to which there will be no condition as to a minimum level of acceptances.

30 October 2006
Gold Fields Limited today listed on the Dubai International Financial Exchange (DIFX). Gold Fields is the first African, South

African and gold mining company to list on this exchange.

10 November 2006
Gold Fields Limited announces that the South African Department of Minerals and Energy has formally approved the conversion

of the company’s old order mining licenses for all three of the Company’s operating mines in South Africa: the Driefontein, Kloof

and Beatrix into new order licenses.

23 November 2006
Gold Fields enter into a major new strategic alliance with Sino Gold to grow China through acquiring an additional 6.5 million

ordinary shares in Sino Gold, placing Gold Fields as the largest shareholder at 17.4 per cent. This will result in the integration of

Gold Fields existing exploration assets and personnel in China into Sino Gold which will in future conduct all of Gold Fields

exploration activity in China.

28 November 2006
Gold Fields to invest US$175 million in two significant expansion projects at Tarkwa Gold Mine in Ghana with construction

expected to commence in the first quarter 2007.

25 January 2007
Gold Fields announced that the Western Areas Limited hedge book has been terminated at a total net cost of US$528 million.

31 January 2007
Gold Fields announced the successful completion of the capital raising announced on 25 January 2007, resulting in 79 million

new shares in Gold Fields being placed by way of a private placement at an offer price of R112.66. The gross proceeds received

of approximately R8.9 billion which would be used to repay various debt.

11 April 2007
Gold Fields completes the acquisition of Western Areas Limited whose listing will terminate on 30 March 2007.

DIRECTORS’ REPORT continued

GOLD FIELDS 2007

184

20 April 2007
Gold Fields Limited has mandated ABN AMRO and Barclays Capital as Mandated Lead Arranger and Joint Bookrunners for
a US$750 million syndicated dual tranche revolving credit facility (the “Facility”). The syndication was launched on Monday,
April 16. The Facility will be used by Gold Fields for refinancing of its existing debt and for general corporate funding
purposes. It is structured as a five year revolving credit facility (US$500 million) and a 364 day facility (US$250 million) with
bullet repayments.

Western Areas Limited (WAL) drew down US$500 million from the five-year facility and US$50 million from the 364 day facility to
repay the bridge financing of the WAL hedge close out. Orogen Holdings drew down US$168 million from the 364 day facility to
repay and cancel their 3-year term loan. At year end there was US$32 million available in the 364 day facility.

GOING CONCERN

The financial statements have been prepared using appropriate accounting policies, supported by reasonable judgements and
estimates. The directors have reasonable belief that the company and the Group have adequate resources to continue as a going
concern for the foreseeable future.

DEMATERIALISATION OF SHARES (STRATE)

Shareholders are reminded that as a result of the clearing and settlement of trades through STRATE, the company’s share
certificates are no longer good for delivery for trading. Dematerialisation of the company’s share certificates is now a prerequisite
when dealing in the company’s shares.

PROPERTY

The register of property and mineral rights is available for inspection at the registered office of the company during normal
business hours.

OCCUPATIONAL HEALTHCARE SERVICES

As previously reported, occupational healthcare services are made available by Gold Fields to employees from its existing
facilities. There is a risk that the cost of providing such services could increase in the future depending upon changes in the
nature of underlying legislation and the profile of employees. This increased cost, should it transpire, is currently indeterminate.
The Group is monitoring developments in this regard.

ENVIRONMENTAL OBLIGATIONS

The Group has made provision in the financial statements for environmental rehabilitation costs amounting to R1,414 million
(2006: R1,079 million). Cash contributions of R53 million (2006: R48 million) have been paid during the year to a dedicated trust
fund created to fund these provisions with the total amounts invested at the year-end amounting to R628 million
(2006: R484 million).

SPECIAL RESOLUTIONS ADOPTED BY SUBSIDIARY COMPANIES

There were no special resolutions passed by subsidiary companies during the year under review that related to capital structure,
borrowing powers, the object clause contained in the memorandum of association or any other material matter that affects the
understanding of the company and its subsidiaries.

LITIGATION

There are no legal or arbitration proceedings in which any member of the Gold Fields Group is or has been engaged,
including any such proceedings which are pending or threatened of which Gold Fields is aware, which may have, or have
had during the 12 months preceding the date of this Annual Report 2007, a material effect on the Group’s financial position.

GOLD FIELDS 2007

185

DIRECTORS’ REPORT continued

GOLD FIELDS 2007

186

ADMINISTRATION

The office of company secretary of Gold Fields Limited was held by Mr C Farrel for the year under review. GFL Mining Services

Limited continues to act as administrative, financial and technical advisors to the company.

Computershare Investor Services 2004 (Pty) Limited is the company’s South African transfer secretaries and Capita Registrars

is the United Kingdom registrars of the company.

AUDITORS

PricewaterhouseCoopers Inc. will continue in office in accordance with section 270(2) of the Companies Act.

SUBSIDIARY COMPANIES

Details of major subsidiary companies in which the company has a direct or indirect interest are set out on pages 241 and 242.

ACCOUNTING POLICIES

GOLD FIELDS 2007

187

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These

policies have been consistently applied to all the years presented, unless otherwise stated.

BASIS OF PREPARATION

The consolidated financial statements of the Group have been prepared in accordance with International Financial

Reporting Standards (IFRS) and the South African Companies Act. The consolidated financial statements have been

prepared under the historical cost convention, as modified by available-for-sale financial assets, and financial assets and

liabilities (including derivative instruments), which have been brought to account at fair value through profit or loss or

through the fair value adjustment reserve under shareholders’ equity.

Change in accounting policies

Capitalisation of costs relating to Ore Reserve Development (ORD)

On 1 July 2006, the Group changed its accounting policy on Ore Reserve Development (ORD) costs. These costs are now

capitalised and amortised over the period the Group expects to consume the economic benefits relating to ORD. Previously,

ORD costs were expensed. The change in accounting policy has been applied retrospectively for the earliest comparative

period presented in terms of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.

ORD is all off-reef development that allows access to reserves that are economically recoverable in the future. ORD

includes, but is not limited to, crosscuts, footwalls, return airways and box holes. The cost of developing access ways and

other infrastructure creates for the Group probable economic benefits that, in combination with other assets at its mining

operations, contribute directly to the future cash inflows of the Group. The change in accounting policy will therefore allow

for improved financial reporting and will align the Group’s policy with those of its global industry peers.

The effect of the change in accounting policy is presented below:

2004 and

2006

2005

prior years

Decrease in operating costs

779.2

796.6

895.3

Increase in amortisation

(538.6)

(570.8)

(220.0)

Increase in profit before tax

240.6

225.8

675.3

Increase in deferred tax

(85.1)

(82.3)

(277.9)

Increase in profit for the year

155.5

143.5

397.4

Increase in property, plant and equipment

2,471.1

1,691.9

895.3

Increase in accumulated depreciation

1,329.4

790.8

220.0

Increase in deferred taxation

445.3

360.2

277.9

The impact of the change in accounting policy for the current financial year is an increase in earnings of R202.9 million.

Standards, interpretations and amendments to published standards effective in fiscal 2007

During the financial year, the following new and revised accounting standards, amendments to standards and new

interpretations were adopted by the Group:

IAS 21 (Amendment) Net Investment in a Foreign Operation

IAS 19 (Amendment) Employee Benefits

IAS 39 (Amendment) Cash Flow Hedge Accounting of Forecast Intragroup Transaction

IAS 39 (Amendment) The Fair Value Option

IAS 39 and IFRS 4 (Amendment) Financial Guarantee Contracts

IFRS 1 (Amendment) First-time Adoption of International Financial Reporting Standards

IFRS 6 (Amendment) Exploration for and Evaluation of Mineral Resources

IFRIC 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds

IFRIC 6 Liabilities arising from Participating in a Specific Market – Waste Electrical and Electronic Equipment

IFRIC 7 Applying the Restatement Approach under IAS 29 Financial Reporting in Hyperinflationary Economies

IFRIC 8 Scope of IFRS 2

IFRIC 9 Reassessment of Embedded Derivatives

AC 503 Accounting for Black Economic Empowerment (BEE) Transactions.

These standards, interpretations and amendments did not have a material effect on the Group.

Standards, interpretations and amendments to published standards that are not yet effective

Certain new standards, amendments and interpretations to existing standards have been published that apply to the

Group’s accounting periods beginning on 1 July 2007 or later periods but have not been early adopted by the Group. These

standards, amendments and interpretations are:

IAS 1 (Amendment) Presentation of Financial Statements – Capital Disclosures (1 January 2007)

IFRS 7 Financial Instruments: Disclosures (1 January 2007)

IFRS 8 Segment Reporting (1 January 2009)

IFRIC 10 Interim Financial Reporting and Impairment (30 June 2008)

IFRIC 11 Group and Treasury Share Transactions (30 June 2008)

IFRIC 12 Service Concession Arrangements (30 June 2009)

IFRIC 13 Customer Loyalty Programmes (1 July 2008)

IFRIC 14 IAS 19 – The limit on a Defined Benefit Asset minimum funding requirements and their interaction (1 January 2008)

Management is currently reviewing the impact of these standards on the Group.

Significant accounting judgements and estimates

Use of estimates: The preparation of the financial statements requires the Group’s management to make estimates and

assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at

the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The

determination of estimates requires the exercise of judgement based on various assumptions and other factors such as

historical experience, current and expected economic conditions, and in some cases actuarial techniques. Actual results

could differ from those estimates.

The more significant areas requiring the use of management estimates and assumptions relate to mineral reserves that are

the basis of future cash flow estimates and unit-of-production depreciation, depletion and amortisation calculations;

environmental, reclamation and closure obligations; estimates of recoverable gold and other materials in heap leach pads;

asset impairments, write-downs of inventory to net realisable value; post-retirement healthcare liabilities, the fair value and

accounting treatment of derivative financial instruments and deferred taxation.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including

expectations of future events that are believed to be reasonable under the circumstances.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of

assets and liabilities within the next financial year are discussed below.

Carrying value of property, plant and equipment

All mining assets are amortised using the units-of-production method where the mine operating plan calls for production

from proved and probable mineral reserves.

ACCOUNTING POLICIES

GOLD FIELDS 2007

188

GOLD FIELDS 2007

189

Mobile and other equipment is depreciated over the shorter of the estimated useful life of the asset or the estimate of mine
life based on proved and probable mineral reserves.

The calculation of the units-of-production rate of amortisation could be impacted to the extent that actual production in the
future is different from current forecast production based on proved and probable mineral reserves. This would generally
result from the extent that there are significant changes in any of the factors or assumptions used in estimating mineral
reserves. These factors could include:

•

Changes in proved and probable mineral reserves;

•

Differences between actual commodity prices and commodity price assumptions;

•

Unforeseen operational issues at mine sites;

•

Changes in capital, operating, mining, processing and reclamation costs, discount rates and foreign exchange rates; and

•

Changes in mineral reserves could similarly impact the useful lives of assets depreciated on a straight-line basis, where
those lives are limited to the life of the mine.

The recoverable amounts of cash-generating units and individual assets have been determined based on the higher of
value-in-use calculations and fair value less cost to sell. These calculations require the use of estimates and assumptions.
It is reasonably possible that the gold price assumption may change which may then impact the Group estimated life of
mine determinant and may then require a material adjustment to the carrying value of property, plant and equipment.

The Group reviews and tests the carrying value of assets when events or changes in circumstances suggest that the
carrying amount may not be recoverable by comparing expected future cash flows to these carrying values. Assets are
grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and
liabilities. If there are indications that impairment may have occurred, estimates are prepared of expected future cash flows
of each group of assets. Expected future cash flows used to determine the value in use of property, plant and equipment
are inherently uncertain and could materially change over time. They are significantly affected by a number of factors
including reserves and production estimates, together with economic factors such as spot and future gold prices, discount
rates, foreign currency exchange rates, estimates of costs to produce reserves and future capital expenditure.

The carrying amount of property, plant and equipment at 30 June 2007 was R41,971 million (2006 restated: R24,316 million).

Income taxes
The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the
provision for income taxes due to the complexity of legislation. There are many transactions and calculations for which the
ultimate tax determination is uncertain during the ordinary course of business. The group recognises liabilities for
anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of
these matters is different from the amounts that were initially recorded, such differences will impact the income tax and
deferred tax provisions in the period in which such determination is made.

The Group recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable that
the deductible temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred income
tax assets requires the Group to make significant estimates related to expectations of future taxable income. Estimates of
future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each
jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the
Group to realise the net deferred tax assets recorded at the balance sheet date could be impacted.

Additionally, future changes in tax laws in the jurisdictions in which the Group operates could limit the ability of the Group
to obtain tax deductions in future periods.

Carrying values at 30 June 2007:

•

Deferred taxation liability: R5,980 million (2006 restated: R5,551 million)

•

Taxation liability: R516 million (2006: R348 million)

Provision for environmental rehabilitation costs
The Group’s mining and exploration activities are subject to various laws and regulations governing the protection of the
environment. The Group recognises management’s best estimate for asset retirement obligations in the period in which
they are incurred. Actual costs incurred in future periods could differ materially from the estimates. Additionally, future
changes to environmental laws and regulations, life of mine estimates and discount rates could affect the carrying amount
of this provision.

The carrying amounts of the rehabilitation obligations at 30 June 2007 were R1,414 million (2006: R1,079 million).

Stockpiles, gold in process and product inventories
Costs that are incurred in or benefit the productive process are accumulated as stockpiles, gold in process, ore on leach
pads and product inventories. Net realisable value tests are performed at least annually and represent the estimated future
sales price of the product based on current metals prices, less estimated costs to complete production and bring the product
to sale.

Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, the number of
contained gold ounces based on assay data, and the estimated recovery percentage based on the expected processing
method. Stockpile tonnages are verified by periodic surveys.

The carrying amount of inventories at 30 June 2007 was R1,588 million (2006: R1,168 million).

Financial instruments
The estimated fair value of financial instruments is determined at discrete points in time based on the relevant market
information. Fair value is calculated with reference to market rates using industry valuation techniques and appropriate
models. The carrying values of derivative financial instruments at 30 June 2007 was R98 million negative
(2006: R22 million).

Contingencies
Contingencies can be either possible assets or possible liabilities arising from past events which, by their nature, will only
be resolved when one or more future events not wholly within the control of the Group occur or fail to occur. The
assessment of such contingencies inherently involves the exercise of significant judgement and estimates of the outcome
of future events.

CONSOLIDATION

2.1.

Subsidiaries
Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the
financial and operating policies generally accompanying a shareholding of more than one half of the voting rights.

The Group financial statements consolidate the activities, assets and liabilities of the company and its subsidiaries.
Operating results of subsidiaries acquired or disposed of are included in the Group statements from the effective
dates on which control is obtained or excluded from such statements as from the date on which control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group.

The cost of an acquisition is measured as the fair value of assets given up, shares issued or liabilities undertaken at
the date of exchange plus costs directly attributable to the acquisition.

ACCOUNTING POLICIES continued

GOLD FIELDS 2007

190

GOLD FIELDS 2007

191

Any excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities
and contingent liabilities of subsidiaries at the date of acquisition is recorded as goodwill. Goodwill is stated at cost and
is not amortised, but is tested for impairment on an annual basis. Any excess of acquirer’s interest in the net fair value
of acquiree’s identifiable assets, liabilities and contingent liabilities over cost is immediately accounted for in earnings.

Inter-company transactions, balances and unrealised gains and losses between Group companies are eliminated,
unless such losses cannot be recovered. Inter-company balances are eliminated.

2.2.

Transactions with minority interests
Transactions with minority interests are treated as transactions with equity owners of the Group. For purchases from
minority interests, the difference between the consideration paid and the relevant share of the carrying value of net
assets of the subsidiary acquired is accounted for in equity. Gains or losses on disposals to minority interests are also
recorded in equity, as gains or losses on transacting with minorities.

2.3.

Associates
The equity method of accounting is used for an investment over which the Group exercises significant influence, but
not control, and normally owns between 20 per cent and 50 per cent of the voting equity. Associates are equity
accounted from the effective date of acquisition to the date that the Group ceases to have significant influence.

Results of associates are equity accounted using the results of their most recent audited annual financial statements
or unaudited interim financial statements. Any losses from associates are brought to account in the consolidated
financial statements until the interest in such associates is written down to zero. Thereafter, losses are accounted for
only insofar as the Group is committed to providing financial support to such associates.

FOREIGN CURRENCIES

Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (the functional currency). The consolidated financial statements are
presented in South African rands, which is the company’s functional and presentation currency.

Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates
of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the
translation of monetary assets and liabilities denominated in foreign currencies, are recognised in the income statement.
Translation differences on available-for-sale equities are included in the revaluation reserve in equity.

3.1.

Foreign operations
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the presentation currency are translated into the presentation
currency as follows:

Assets and liabilities are translated at the exchange rate ruling at the balance sheet date. Income statement items
are translated at the average exchange rate for the year. Exchange differences on translation are accounted for in
shareholders’ equity. These differences will be recognised in earnings upon realisation of the underlying operation.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations (i.e.
the reporting entity’s interest in the net assets of that operation), and of borrowings and other currency instruments
designated as hedges of such investments, are taken to shareholders’ equity. When a foreign operation is sold,
exchange differences that were recorded in equity are recognised in the income statement as part of the gain or loss
on disposal.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and
liabilities of the foreign operation and are translated at each reporting date at the closing rate.

PROPERTY, PLANT AND EQUIPMENT

4.1.

Mine development and infrastructure
Mining assets, including mine development and infrastructure costs and mine plant facilities, are recorded at cost less
accumulated depreciation and accumulated impairment losses.

Expenditure incurred to evaluate and develop new orebodies, to define mineralisation in existing orebodies, to
establish or expand productive capacity, is capitalised until commercial levels of production are achieved, at which
times the costs are amortised as set out below.

Development of orebodies includes the development of shaft systems and waste rock removal that allows access to
reserves that are economically recoverable in the future. Subsequent to this, costs are capitalised if the criteria for
recognition as an asset are met. Access to individual orebodies exploited by the Group is limited to the time span of
the Group’s respective mining leases.

4.2.

Borrowing costs
Borrowing costs incurred in respect of assets requiring a substantial period of time to prepare for their intended future
use are capitalised to the date that the assets are substantially completed.

4.3.

Mineral and surface rights
Mineral and surface rights are recorded at cost less accumulated depreciation and accumulated impairment losses.
When there is little likelihood of a mineral right being exploited, or the fair value of mineral rights has diminished below
cost, a write-down is effected against income in the period that such determination is made.

4.4.

Land
Land is shown at cost and is not depreciated.

4.5.

Other assets
Other assets are recorded at cost less accumulated depreciation and accumulated impairment losses. These assets
include the assets of the mining operations not included in mine development and infrastructure, borrowing costs,
mineral and surface rights and land and all the assets of the non-mining operations.

4.6.

Amortisation and depreciation of mining assets
Amortisation is determined to give a fair and systematic charge in the income statement taking into account the
nature of a particular orebody and the method of mining that orebody. To achieve this the following calculation
methods are used:

•

Mining assets, including mine development and infrastructure costs, mine plant facilities and evaluation costs, are
amortised over the life of the mine using the units-of-production method, based on estimated proved and probable
ore reserves above infrastructure.

•

Where it is anticipated that the mine life will significantly exceed the proved and probable reserves, the mine life is
estimated using a methodology that takes account of current exploration information to assess the likely
recoverable gold from a particular area. Such estimates are adjusted for the level of confidence in the assessment
and the probability of conversion to reserves. The probability of conversion is based on historical experience of
similar mining and geological conditions.

•

At the Australian operations, the calculation of amortisation takes into account future costs which will be incurred

to develop all the proved and probable ore reserves.

Proved and probable ore reserves reflect estimated quantities of economically recoverable reserves, which can be
recovered in future from known mineral deposits.

Certain mining plant and equipment included in mine development and infrastructure is depreciated on a straight-line
basis over their estimated useful lives.

ACCOUNTING POLICIES continued

GOLD FIELDS 2007

192

GOLD FIELDS 2007

193

4.7.

Depreciation of non-mining assets

Non-mining assets are recorded at cost and depreciated on a straight-line basis over their current expected useful

lives as follows:

•

Vehicles, 20 per cent

•

Computers, 33.3 per cent

•

Furniture and equipment, 10 per cent

The assets’ useful lives and residual values are reassessed at each reporting date and adjusted if appropriate.

4.8.

Mining exploration

Expenditure on advances to companies solely for exploration activities, prior to evaluation, is charged against income

until the viability of the mining venture has been proven. Expenditure incurred on exploration “farm-in” projects is

written off until an ownership interest has vested.

Exploration activities at certain of the Group’s international operations are broken down into defined areas within the

mining lease boundaries. These areas are generally defined by structural and geological continuity. Exploration costs

in these areas are capitalised to the extent that specific exploration programmes have yielded targets and/or results

that warrant further exploration in future years.

4.9.

Impairment

Recoverability of the carrying value of the long-term mining assets of the Group is reviewed whenever events or changes

in circumstances indicate that such carrying value may not be recoverable, and annually at the end of the financial year.

To determine whether a long-term mining asset may be impaired, the higher of “value in use” or “fair value less cost to

sell” is compared to the carrying value to determine whether a long-term mining asset may be impaired.

A cash-generating unit is defined by the Group as the smallest identifiable group of assets that generates cash inflows

that are largely independent of the cash inflows from other assets or groups of assets. Generally for the Group this

represents an individual operating mine, including mines which are part of a larger mine complex. The costs

attributable to individual shafts of a mine are impaired if the shaft is closed.

Exploration targets in respect of which costs have been capitalised at certain of the Group’s international operations

are evaluated on an annual basis to ensure that these targets continue to support capitalisation of the underlying

costs. Those that do not are impaired.

Management’s estimate of future cash flows is subject to risk and uncertainties. It is therefore reasonably possible

that changes could occur which may affect the recoverability of the Group’s mining assets.

When any infrastructure is closed down during a year, any carrying value attributable to that infrastructure is impaired.

4.10. Leases

Operating lease costs are charged against income on a straight-line basis over the period of the lease.

GOODWILL

Goodwill is stated at cost less accumulated impairment losses. Goodwill represents the excess of the cost of an acquisition

over the fair value of the Group’s share of the net assets of the acquired subsidiary/associate at the date of acquisition.

Goodwill on acquisition of associates is tested for impairment as part of the carrying amount of the investment in associate

whenever there is any objective evidence that the investment may be impaired. Goodwill on acquisition of a subsidiary is

assessed at each balance sheet date or whenever there are impairment indicators to establish whether there is any

indication of impairment to goodwill. A write-down is made if the carrying amount exceeds the recoverable amount.

Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount

of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-
generating units or groups of cash-generating units that are expected to benefit from the business combination in which the
goodwill arose.

WASTE NORMALISATION OR DEFERRED STRIPPING

At the Group’s Australian and Venezuelan open pit operations, costs related to removing waste within the ore body once it
has been exposed, are accounted for in the income statement using the waste normalisation method. The objective of this
method is to provide that every ounce mined from the relevant pit bears its equal pro-rata share of the total in-pit waste
removal cost, expected to be incurred over the life of the pit. In-pit waste removal costs are expensed to the income
statement by determining the ratio of ounces mined in each period to total proved and probable reserve ounces expected
to be recovered from the pit and applying this ratio to total waste removal costs expected to be incurred over the life of the
pit. The resultant asset created by the timing difference between costs incurred and costs expensed is recorded in the
balance sheet as a current asset.

At the Ghanaian operations, the stripping ratio is fairly consistent over the life of mine and therefore waste normalisation is
not required.

DEFERRED TAXATION

Deferred taxation is provided in full, using the balance sheet method, on temporary differences existing at each balance
sheet date between the tax values of assets and liabilities and their carrying amounts. Substantively enacted tax rates are
used to determine future anticipated effective tax rates which in turn are used in the determination of deferred taxation.

These temporary differences are expected to result in taxable or deductible amounts in determining taxable profits for future
periods when the carrying amount of the asset is recovered or the liability is settled. The principal temporary differences
arise from depreciation of property, plant and equipment, provisions, unutilised capital allowances, tax losses carried
forward and interest charges.

Deferred tax assets relating to the carry forward of unutilised tax losses and/or unutilised capital allowances are recognised
to the extent it is probable that future taxable profit will be available against which the unutilised tax losses and/or unutilised
capital allowances can be recovered. Deferred tax assets are reviewed at each reporting date and are impaired if recovery
is no longer probable.

No provision is made for any potential taxation liability on the distribution of retained earnings by Group companies.

INVENTORIES

Inventories are valued at the lower of cost and net realisable value. Gold on hand represents production on hand after the
smelting process. Due to the different nature of the Group’s international operations, gold-in-process for such operations
represents either production in broken ore form, gold in circuit or production from the time of placement on heap leach pads.

Cost is determined on the following basis:

•

Gold on hand and gold-in-process is valued using weighted average cost. Cost includes production, amortisation and
related administration costs.

•

Consumable stores are valued at weighted average cost, after appropriate provision for redundant and slow-moving items.

Net realisable value is determined with reference to relevant market prices.

ACCOUNTING POLICIES continued

GOLD FIELDS 2007

194

GOLD FIELDS 2007

195

FINANCIAL INSTRUMENTS

Financial instruments recognised in the balance sheet include cash and cash equivalents, investments, trade and other

receivables, borrowings, trade and other payables and derivative financial instruments. The particular recognition methods

adopted are disclosed in the individual policy statements associated with each item.

9.1.

Investments

Investments comprise (i) investments in listed companies which are classified as available-for-sale and are

accounted for at fair value, with unrealised holding gains and losses excluded from earnings and reported as a

separate component of shareholders’ equity and are released to the income statement when the investments are

sold; (ii) investments in unlisted companies which are accounted for at cost since fair value cannot be measured

reliably and are adjusted for write-downs where appropriate.

Purchases and sales of investments are recognised on the trade date, which is the date that the Group commits to

purchase or sell the asset. Cost of purchase includes transaction costs. The fair value of listed investments is based

on quoted bid prices.

Realised gains and losses are included in determining net income or loss. Unrealised losses are included in

determining net income or loss where a significant decline in the value of the investment, other than temporary, has

occurred.

Investments in subsidiaries are recognised at cost less accumulated impairment losses.

9.2.

Derivative financial instruments

The Group’s general policy with regard to its exposure to the dollar gold price is to remain unhedged. However,

hedges are sometimes undertaken on a project specific basis as follows:

•

to protect cash flows at times of significant expenditure;

•

for specific debt servicing requirements; and

•

to safeguard the viability of higher cost operations.

The Group may from time to time establish currency and/or interest rate and/or commodity financial instruments to

protect underlying cash flows.

On the date a derivative contract is entered into, the Group designates the derivative as (i) a hedge of the fair value

of a recognised asset or liability (fair value hedge); (ii) a hedge of a forecasted transaction (cash flow hedge), (iii) a

hedge of a net investment in a foreign entity; or (iv) should the derivative not fall into one of the three categories above

it is not regarded as a hedge.

Derivative financial instruments are initially recognised in the balance sheet at fair value and subsequently

remeasured at their fair value or amortised cost, unless they meet the criteria for the normal purchases normal sales

exemption. Recognition of derivatives which meet the above criteria under IAS 39 is deferred until settlement.

Changes in fair value of a derivative that is highly effective, and that is designated and qualifies as a fair value hedge,

are recorded in earnings, along with the change in the fair value of the hedged asset or liability that is attributable to

the hedged risk. If the hedge no longer meets the requirements for hedge accounting, the adjustment to the carrying

amount of a hedge item for which the effective interest rate method is used is amortised to profit or loss over the

period to maturity.

Changes in fair value of a derivative that is highly effective, and that is designated as a cash flow hedge, are recognised
directly in shareholders’ equity. The gain or loss relating to the ineffective portion is recognised immediately in the
income statement. Where the forecasted transaction or firm commitment results in the recognition of an asset or
liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial
measurement of the cost of the asset or liability. Amounts deferred in shareholders’ equity are included in earnings in
the same periods during which the hedged firm commitment or forecasted transaction affects earnings. When a
hedging instrument expires or is sold, or when a hedge no longer meets the requirements for hedge accounting, any
cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction
is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the
cumulative gain or loss that was reported in equity is immediately transferred to the income statement.

Hedges of net investments in foreign entities are accounted for similarly to cash flow hedges. Any gain or loss on the
hedging instrument relating to the effective portion of the hedge is recognised in equity. The gain or loss relating to
the ineffective portion is recognised immediately in the income statement. Gains and losses accumulated in equity
are included in the income statement when the foreign operation is partially disposed of or sold.

Certain derivative transactions, while providing effective economic hedges under the Group’s risk management
policies, do not qualify for hedge accounting. Changes in the fair value of derivatives that are not designated as
hedges or that do not qualify for hedge accounting are recognised immediately in the income statement.

9.3.

Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits and short-term highly liquid investments readily
convertible to known amounts of cash and subject to insignificant risk of changes in value and are measured at cost
which is deemed to be fair value as they have a short term maturity.

Bank overdrafts are included within current liabilities in the balance sheet.

9.4.

Trade receivables
Trade receivables are initially recognised at fair value and subsequently carried at amortised cost less allowance for
credit losses. Estimates are made for allowances for credit losses based on a review of all outstanding amounts at
year-end. Irrecoverable amounts are written off during the year in which they are identified.

9.5.

Trade payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method.

9.6.

Embedded derivatives
The Group assesses whether an embedded derivative is required to be separated from a host contract and
accounted for as a derivative when the Group first becomes a party to a contract. Subsequent reassessment is not
performed unless there is a change in the terms of the contract that significantly modifies the cash flows.

9.7.

Financial guarantees
Financial guarantee contracts are accounted for as financial instruments and are recognised initially at fair value and
are subsequently measured at the higher of the amount determined in accordance with IAS 37 (Provisions,

contingent liabilities and assets), and the initial amount recognised less cumulative amortisation.

10.

PROVISIONS

Provisions are recognised when the Group has a present obligation, legal or constructive resulting from past events and it
is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.

ACCOUNTING POLICIES continued

GOLD FIELDS 2007

196

GOLD FIELDS 2007

197

11.

BORROWINGS

Borrowings are recognised initially at fair value, net of transaction costs incurred, where applicable.

Interest payable on borrowings is recognised in the income statement over the term of the borrowings using the effective

interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability

for at least 12 months after the balance sheet date.

12.

ENVIRONMENTAL OBLIGATIONS

Long-term environmental obligations are based on the Group’s environmental management plans, in compliance with

applicable environmental and regulatory requirements.

Full provision is made based on the net present value of the estimated cost of restoring the environmental disturbance that

has occurred up to the balance sheet date. Increases due to additional environmental disturbances are capitalised and

amortised over the remaining lives of the mines. These increases are accounted for on a net present value basis.

Annual increases in the provision relating to the change in the net present value of the provision and inflationary increases

are accounted for in earnings.

The estimated costs of rehabilitation are reviewed annually and adjusted as appropriate for changes in legislation,

technology or other circumstances. Cost estimates are not reduced by the potential proceeds from the sale of assets or

from plant clean-up at closure.

For the South African operations annual contributions are made to dedicated rehabilitation trust funds to fund the estimated

cost of rehabilitation during and at the end of the life of the relevant mine. These annual contributions are calculated by

dividing the unfunded rehabilitation liability by the remaining lives of the mines and such contributions are subject to prior

approval by the Department of Minerals and Energy. The amounts contributed to this trust fund are included under non-

current assets. Interest earned on monies paid to rehabilitation trust funds is accrued on a time proportion basis and is

recorded as interest income.

13.

EMPLOYEE BENEFITS

13.1. Pension and provident funds

The Group operates a defined contribution retirement plan and contributes to a number of industry based defined

contribution retirement plans. The retirement plans are funded by payments from employees and Group companies.

Contributions to defined contributions funds are charged against income as incurred.

13.2. Post-retirement health care costs

Medical cover is provided through a number of different schemes. The Group has an obligation to provide medical

benefits to certain of its pensioners and dependants of ex-employees. These liabilities have been provided in full,

calculated on an actuarial basis. These liabilities are unfunded. Periodic valuation of these obligations is carried out

by independent actuaries using appropriate mortality tables, long-term estimates of increases in medical costs and

appropriate discount rates.

13.3. Share-based payments

The Group operates a number of equity-settled compensation plans. The fair value of the equity-settled instruments

is measured by reference to the fair value of the equity instrument granted which in turn is determined using the

modified Black Scholes and Monte Carlo simulation models on the date of grant.

Fair value is based on market prices of the equity-settled instruments granted, if available, taking into account the
terms and conditions upon which those equity-settled instruments were granted. Fair value of equity-settled
instruments granted is estimated using appropriate valuation models and appropriate assumptions at grant date.
Non-market vesting conditions (service period prior to vesting) are not taken into account when estimating the fair
value of the equity-settled instruments at grant date. Market conditions are taken into account in determining the fair
value at grant date.

The fair value of the equity-settled instruments is recognised as an employee benefit expense over the vesting period
based on the Group's estimate of the number of instruments that will eventually vest, with a corresponding increase
in the share-based payment reserve. Vesting assumptions for non-market conditions are reviewed at each reporting
date to ensure they reflect current expectations.

Where the terms of an equity-settled award are modified, the originally determined expense is recognised as if the
terms had not been modified. In addition, an expense is recognised for any modification, which increases the total
fair value of the share-based payment arrangement, or is otherwise beneficial to the participant as measured at the
date of the modification.

13.4. Termination benefits

Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or
whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises
termination benefits when it is demonstrably committed to either: terminating the employment of current employees
according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as a result of
an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the balance sheet
date are discounted to present value.

14.

SHARE CAPITAL

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction therefrom, net of tax.
Incremental costs directly attributable to the issue of new shares for the acquisition of a business are included in the cost
of acquisition as part of the purchase consideration.

15.

REVENUE RECOGNITION

Revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and the amount of
revenue can be reliably measured. Revenue is stated at the fair value of the consideration received or receivable.

Revenue comprises the value of gold sold.

15.1 Revenue arising from gold and gold equivalent sales is recognised when the title, risks and rewards of ownership

pass to the buyer. The price of gold and silver is determined by market forces.

15.2 Revenue from services is recognised over the period the services are rendered and is accrued in the financial

statements.

15.3 Dividends, which include capitalisation dividends, are recognised when the right to receive payment is established.

15.4 Interest income is recognised on a time proportion basis taking account of the principal outstanding and the effective

rate over the period to maturity.

16.

DIVIDENDS DECLARED

Dividends and the related taxation thereon are recognised only when such dividends are declared.

ACCOUNTING POLICIES continued

GOLD FIELDS 2007

198

GOLD FIELDS 2007

199

17.

EARNINGS/(LOSS) PER SHARE

Earnings/(loss) per share is calculated based on the net income/(loss) divided by the weighted average number of ordinary

shares in issue during the year. A diluted earnings per share is presented when the inclusion of ordinary shares that may

be issued in the future has a dilutive effect on earnings per share.

18.

SEGMENTAL REPORTING

The Group has only one business segment, that of gold mining. Segment analysis is based on individual mining operations.

19. COMPARATIVES

Where necessary, comparatives are adjusted to conform to changes in presentation. No comparatives were adjusted in

the current year, except for as described in Note 1 under Accounting policies.

20.

ADDITIONAL US DOLLAR FINANCIAL INFORMATION

The translation of the financial statements into US dollars is based on the average exchange rate for the year for the income

statement and cash flow statement and the year-end closing exchange rate for balance sheet items. Exchange differences

on translation are accounted for in shareholders’ equity.

This information is provided as supplementary information for convenience purposes only.

Figures in millions unless otherwise stated

United States Dollars

South African Rand

Restated

2006

2007

Notes

2007

2006

2,282.0

2,735.2

Revenue

19,693.1

14,604.7

(1,803.2)

(2,076.3)

Cost of sales

(14,949.0)

(11,540.5)

478.8

658.9

Net operating profit

4 744.1

3,064.2

26.8

26.8

Investment income

192.7

171.8

(9.7)

(64.6)

Finance expense

(465.3)

(62.2)

14.6

15.4

Unrealised gain on financial instruments

111.2

93.1

(18.3)

(18.8)

Realised loss on financial instruments

(135.7)

(117.1)

–

(15.1)

Loss on foreign exchange

(109.0)

–

(16.1)

(2.3)

Other costs

(16.7)

(103.1)

(10.6)

(12.5)

Share-based payments

(89.9)

(67.6)

(38.7)

(40.9)

Exploration expense

(294.2)

(247.9)

0.1

3.1

Share of profits of associate after taxation

22.5

0.4

6.3

26.8

Profit on disposal of investments

193.0

40.3

3.7

7.4

Profit on disposal of property, plant and equipment

53.5

23.6

436.9

584.2

Profit before taxation

4,206.2

2,795.5

(160.0)

(218.4)

Mining and income tax

(1,572.2)

(1,023.9)

276.9

365.8

Profit for the year

2,634.0

1,771.6

Profit attributable to:

241.4

328.1

– Ordinary shareholders of the company

2,362.5

1,544.1

35.5

37.7

– Minority shareholders

271.5

227.5

276.9

365.8

2,634.0

1,771.6

Earnings per share attributable to ordinary shareholders
of the company:

Basic earnings per share – cents

8.1

423

313

Diluted earnings per share – cents

8.2

398

298

Dividends per share – cents

200

Exchange rate: R7.20/US$ (F2006: R6.40/US$)

The accompanying notes form an integral part of these financial statements

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

200

Figures in millions unless otherwise stated

United States Dollars

South African Rand

Restated

2006

2007

Notes

2007

2006

ASSETS

3,672.1

6,899.3

Non-current assets

49,329.8

27,284.0

3,272.7

5,870.0

Property, plant and equipment

41,970.8

24,316.1

–

623.7

Goodwill

4,458.9

–

2.6

5.1

Investment in associates

36.2

19.2

331.7

312.7

Investments

2,236.2

2,464.7

65.1

87.8

Environmental trust fund

627.7

484.0

585.6

851.0

Current assets

6,085.1

4,351.2

157.2

222.0

Inventories

1,587.5

1,168.0

146.3

293.8

Trade and other receivables

2,100.6

1,087.3

34.0

8.8

Deferred stripping costs

63.0

252.5

30.4

–

Financial instruments

–

225.9

217.7

326.4

Cash and cash equivalents

2,334.0

1,617.5

4,257.7

7,750.3

Total assets

55,414.9

31,635.2

EQUITY AND LIABILITIES

40.2

51.1

Share capital

326.1

247.4

1,502.8

4,064.3

Share premium

27,840.0

9,441.8

338.9

35.9

Other reserves

1,585.6

4,689.1

662.8

831.2

Retained earnings

5,872.4

4,640.9

2,544.7

4,982.5

Shareholders' equity attributable to ordinary shareholders

35,624.1

19,019.2

147.3

207.2

Minority interests

1,482.2

982.3

2,692.0

5,189.7

Total shareholders' equity per statement

37,106.3

20,001.5

1,166.9

1,950.8

Non-current liabilities

13,948.4

8,670.2

747.1

836.3

Deferred taxation

5,979.6

5,551.3

272.1

913.8

Borrowings

6,533.7

2,021.6

147.7

200.7

Provisions

1,435.1

1,097.3

398.8

609.8

Current liabilities

4,360.1

2,963.5

308.6

484.6

Trade and other payables

3,464.4

2,293.7

–

3.3

Bank overdraft

23.9

–

46.9

72.2

Taxation

516.4

348.1

43.3

49.7

Current portion of borrowings

355.4

321.7

4,257.7

7,750.3

Total equity and liabilities

55,414.9

31,635.2

Exchange rate: R7.15/US$ (F2006: R7.43/US$)

The accompanying notes form an integral part of these financial statements

CONSOLIDATED BALANCE SHEET

AT 30 JUNE 2007

GOLD FIELDS 2007

201

Figures in Rand millions unless otherwise stated

Equity

portion of

Foreign

Number of

Ordinary

convertible

currency

ordinary shares

share

Share

debt translation

in issue

capital

premium

(Mvela) adjustment

SOUTH AFRICAN RAND

Balance at 30 June 2005

492,294,226 246.1

9,325.1

3,130.2

(191.8)

Effect of change in accounting policy
– capitalisation of ore reserve
development (Note 1)

–

Balance at 30 June 2005 – restated

492,294,226 246.1

9,325.1

3,130.2

(191.8)

Mark-to-market gain on listed investments

–

Realised gain on disposal of listed
investments

–

Net gains recognised directly in equity

–

Profit for the year

–

Dividends paid

–

Share-based payments

–

Loans repaid to minority shareholders

–

Reserves arising on acquisition
of subsidiaries

–

Shares repurchased and cancelled

(1,000,000)

(0.5)

(74.4)

–

Exercise of employee share options

3,530,497

1.8

191.1

–

Foreign exchange translation

–

818.6

Balance at 30 June 2006

494,824,723 247.4

9,441.8

3,130.2

626.8

Mark-to-market gain on listed investments

–

Realised gain on disposal of listed
investments

–

– –

–

Net gains recognised directly in equity

–

Profit for the year

–

Dividends paid

–

Share-based payments

–

Loans repaid to minority shareholders

–

Loans received from minority shareholders

–

Arising on acquisition of subsidiaries

–

Loss on transacting with minorities (Note 27)

–

Shares issued in connection with
capital raising

90,850,000

45.5

10,231.7

–

Shares issued in connection with the
acquisition of subsidiaries

65,098,754

32.5

8,297.1

–

Transaction costs relating to issue of shares

(207.4)

–

Exercise of employee share options

1,384,589

0.7

76.8

–

Foreign exchange translation

–

160.7

Balance at 30 June 2007

652,158,066

326.1

27,840.0

3,130.2

787.5

The accompanying notes form an integral part of these financial statements.

CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS’ EQUITY

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

202

GOLD FIELDS 2007

203

Share-

Trans-

Equity

Fair value

Asset

based

actions

attributable

adjustment

revaluation

payment with

Retained

ordinary

Minority

Total

reserve reserve reserve

minorities

earnings

shareholders

interests equity

138.4

–

89.7 –

2,986.9

15,724.6

809.5

16,534.1

–

540.9

–

540.9

138.4

–

89.7

– 3,527.8

16,265.5

809.5

17,075.0

434.8

–

434.8 –

434.8

(3.1)

–

(3.1) –

(3.1)

431.7

–

431.7

–

431.7

–

1,544.1

1,544.1 227.5

1,771.6

–

(394.5)

(394.5) (83.2)

(477.7)

–

67.6

–

67.6 –

67.6

–

(144.2)

–

204.7 –

–

(36.5)

168.2

135.9

304.1

–

(74.9) –

(74.9)

–

192.9 –

192.9

–

818.6 36.8

855.4

570.1

204.7

157.3

–

4,640.9

19,019.2

982.3

20,001.5

375.0

–

375.0 –

375.0

(169.3)

–

(169.3) –

(169.3)

205.7

–

205.7 –

205.7

–

2,362.5

2,362.5 271.5

2,634.0

–

(1,131.0)

(1,131.0) (10.3)

(1,141.3)

–

89.9

–

89.9 –

89.9

–

(90.1)

–

9.5

–

330.2 330.2

- –

–

(3,559.8) –

(3,559.8)

4.9

(3,554.9)

–

10,277.2 –

10,277.2

–

8,329.6 –

8,329.6

–

(207.4) –

(207.4)

–

77.5

–

77.5

–

160.7 (15.8) 144.9

775.8

204.7

247.2

(3,559.8) 5,872.4

35,624.1

1,482.2

37,106.3

Figures in US Dollars millions unless otherwise stated

Equity

portion of

Foreign

Number of

Ordinary

convertible

currency

ordinary shares

share

Share

debt translation

in issue

capital

premium

(Mvela) adjustment

UNITED STATES DOLLAR

Balance at 30 June 2005

492,294,226 40.0

1,484.6

453.7

(64.1)

Effect of change in accounting policy
– capitalisation of ore reserve

development (Note 1)

–

Balance at 30 June 2005 – restated

492,294,226 40.0

1,484.6

453.7

(64.1)

Mark-to-market gain on listed investments

–

Realised gain on disposal of listed
investments

–

Net gains recognised directly in equity

–

Profit for the year

–

Dividends paid

–

Share-based payments

–

Loans repaid to minority shareholders

–

Reserves arising on acquisition
of subsidiaries

–

Shares repurchased and cancelled

(1,000,000)

(0.1)

(11.6)

–

Exercise of employee share options

3,530,497

0.3

29.8

–

Foreign exchange translation

–

(189.1)

Balance at 30 June 2006 – restated

494,824,723 40.2

1,502.8

453.7

(

253.2)

Mark-to-market gain on listed investments

–

Realised gain on disposal of listed
investments

–

Net gains recognised directly in equity

–

Profit for the year

–

Dividends paid

–

Share-based payments

–

Loans repaid to minority shareholders

–

Loans received from minority shareholders

–

Arising on acquisition of subsidiaries

–

Loss on transacting with minorities

–

Shares issued in connection with
capital raising

90,850,000

6.3

1,155.1

–

Shares issued in connection with the
acquisition of subsidiaries

65,098,754

4.5

1,421.1

–

Transaction costs relating to issue of shares

–

(25.4)

–

Exercise of employee share options

1,384,589

0.1

10.7

–

Foreign exchange translation

–

150.2

Balance at 30 June 2007

652,158,066

51.1

4,064.3

453.7

(103.0)

The accompanying notes form an integral part of these financial statements.

CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS’ EQUITY continued

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

204

GOLD FIELDS 2007

205

Share-

Trans-

Equity

Fair value

Asset

based

actions

attributable

adjustment

revaluation

payment with

Retained

ordinary

Minority

Total

reserve reserve reserve

minorities

earnings

shareholders

interests equity

10.0

–

14.4 –

408.4

2,347.0

120.8

2,467.8

–

80.7

–

80.7

10.0

–

14.4 –

489.1

2,427.7

120.8

2,548.5

67.9

–

67.9

–

67.9

(0.5)

–

(0.5) –

(0.5)

67.4

–

67.4

–

67.4

–

241.4

35.5

276.9

–

(61.8)

(13.0)

(74.8)

–

10.6

–

10.6 –

10.6

–

(23.0)

–

36.0 –

–

(5.9)

30.1

22.3

52.4

–

(11.7) –

(11.7)

–

30.1

–

30.1

–

(189.1) 4.7

(184.4)

77.4 36.0 25.0

–

662.8

2,544.7

147.3

2,692.0

52.1

–

52.1

–

52.1

(23.5)

–

(23.5) –

(23.5)

28.6 –

– –

–

28.6

–

28.6

–

328.1

37.7

365.8

–

(158.2)

(1.5)

(159.7)

–

12.5

–

12.5 –

12.5

–

(11.5) (11.5)

–

1.2

–

46.1

–

(495.9) –

(495.9)

0.7

(495.2)

–

1,161.4 –

1,161.4

–

1,425.6 –

1,425.6

–

(25.4) –

(25.4)

–

10.8

–

10.8

–

150.2

(12.7)

137.5

106.0 36.0 37.5

(495.9)

832.7

4,982.5

207.2

5,189.7

Figures in millions unless otherwise stated

United States Dollars

South African Rand

Restated

2006

2007

Notes

2007

2006

597.8

172.0

Cash flows from operating activities

1,201.4

3,804.8

737.9

1,025.6

Cash generated by operations

7,383.7

4,700.7

17.1

16.5

Interest received

119.1

109.2

2.4

2.2

Dividends received

15.6

15.6

(0.3)

(0.3)

Post-retirement health care payments

(1.9)

(1.6)

–

(534.6)

Settlement of the Western Areas derivative structure

(3,893.8)

–

(3.7)

(23.4)

Change in working capital

(168.8)

(23.8)

753.4

486.0

Cash generated by operating activities

3,453.9

4,800.1

(26.0)

(55.0)

Interest paid

(396.5)

(166.6)

(54.8)

(99.3)

Tax paid

(714.7)

(351.0)

672.6

331.7

Net cash from operations

2,342.7

4,282.5

(74.8)

(159.7)

Dividends paid

(1,141.3)

(477.7)

(995.3)

(2,116.1)

Cash flows from investing activities

(15,192.7)

(6,259.4)

(412.8)

(846.6)

Additions to property, plant and equipment

(6,095.8)

(2,641.6)

6.3

8.8

Proceeds on disposal of property, plant and equipment

63.4

40.0

(417.1)

(1,240.9)

Acquisition of subsidiaries, net of cash acquired

(8,891.1)

(2,559.3)

(163.5)

(68.1)

Purchase of investments

(490.0)

(1,046.2)

2.8

45.3

Proceeds on disposal of investments

326.1

18.2

(11.0)

(14.6)

Environmental trust fund and rehabilitation payments

(105.3)

(70.5)

108.5

2,011.5

Cash flows from financing activities

14,684.7

673.0

(23.0)

(11.5)

Repayment of loans to minority shareholders

(90.1)

(144.2)

158.0

2,593.1

Loans raised

18,821.9

986.7

(44.9)

(1,979.4)

Loans repaid

(14,194.2)

(287.5)

(11.7)

–

Payment for shares re-purchased and cancelled

–

(74.9)

30.1

1,409.3

Proceeds from the issue of shares

10,147.1

192.9

(289.0)

67.4

Net cash generated/(utilised)

693.4

(1,781.6)

3.0

38.0

Effect of exchange rate fluctuation on cash held

(0.8)

24.1

503.7

217.7

Cash and cash equivalents at beginning of the year

1,617.5

3,375.0

217.7

323.1

Cash and cash equivalents at end of the year

2,310.1

1,617.5

The accompanying notes form an integral part of these financial statements.

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

206

Figures in millions unless otherwise stated

United States Dollars

South African Rand

Restated

2006

2007

2006

REVENUE

Revenue from mining operations

2,282.0

2 735.2

– Spot sales

19,693.1

14,604.7

2,282.0

2 735.2

Total revenue

19,693.1

14,604.7

COST OF SALES

(673.7)

(767.5)

Salaries and wages

(5,525.8)

(4,311.9)

(379.5)

(419.6)

Consumable stores

(3,020.9)

(2,428.5)

(160.8)

(182.3)

Utilities

(1,312.3)

(1,029.3)

(229.9)

(268.0)

Mine contracts

(1,929.3)

(1,471.2)

(44.3)

(56.2)

Other

(404.9)

(283.8)

9.2

34.1

Gold inventory change

245.8

58.8

(324.2)

(416.9)

Amortisation and depreciation

(3,001.6)

(2,074.6)

(1,803.2)

(2,076.3)

Total cost of sales

(14,949.0)

(11,540.5)

INVESTMENT INCOME

2.4

2.2

Dividends received

15.6

15.6

7.3

8.1

Interest received – environmental rehabilitation trust fund

58.0

47.0

17.1

16.5

Interest received – other

119.1

109.2

26.8

26.8

Total investment income

192.7

171.8

FINANCE EXPENSE

(21.0)

(13.9)

Interest paid – Mvela loan

(100.4)

(134.3)

(5.0)

(41.1)

Interest paid – other

(296.1)

(32.3)

18.8

(5.8)

Exchange (losses)/gains on loans

(41.6)

120.5

(2.5)

(3.8)

Environmental rehabilitation interest charge

(27.2)

(16.1)

(9.7)

(64.6)

Total finance expense

(465.3)

(62.2)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

207

SHARE-BASED PAYMENTS

The Group grants equity-settled instruments comprising share options and restricted shares to directors, certain officers
and employees. During financial 2006, the following share plans were in place: The GF Management Incentive Scheme,
the Gold Fields Limited 2005 Share Plan, the Gold Fields Limited 2005 Non-Executive Share Plan and the GF Non-
Executive Director Share Plan. Details of these plans are included in the directors' report.

30 June 2006

30 June 2007

Weighted average

Weighted average

Number

Number

Con-

Con-

Range of exercise prices for

tractual

tractual

instru-

outstanding equity instruments

instru-

life

life (years)

Price

ments

(South African Rands)

ments

Price

(years)

2.73 –

456,700

n/a*

1,906,452

–

2.48

0.58

24.48

352,748

10.00 – 34.99

128,800 22.79 0.11

2.44

46.92

477,334

35.00 – 59.99

398,450 46.10 1.43

5.20

72.55 4,834,081

60.00 – 84.99

3,994,516 72.31 4.23

4.47

92.79

911,027

85.00 – 109.99

741,137 92.63 3.48

5.37

122.89 1,352,320

110.00 – 134.99

2,090,710

123.55 4.90

3.84

150.44

184,700

135.00 – 159.99

171,300 150.53

2.80

8,568,910

9,431,365

*Restricted shares (PVRs) are awarded for

no consideration.

108.98

Weighted average share price during the year

132.38

The fair value of equity instruments granted
during the year was valued using the Black
Scholes and Monte Carlo Simulation models.

Black Scholes Model
This model is used to value the SARS. The
inputs to the model for options granted during
the year were as follows:

R125.28

– exercise price

R124.19

– expected volatility (based on a statistical

analysis of the share price on a weighted
moving average basis for the expected

41.9%

term of the option)

45.9%

3.0 – 4.2

– expected term (years)

3.0 – 4.2

1.5%

– expected dividend yield

1.5%

7.32%

– risk free interest rate

7.89%

R46.19

– weighted average fair value of a SARS

R50.09

Monte-Carlo Simulation
This model is used to value the PVRS. The
inputs to the model for options granted during
the year were as follows:

R125.28

– exercise price

R124.19

– expected volatility (based on a statistical

analysis of the share price on a weighted
moving average basis for the expected

34.62%

term of the option

45.81%

3.0

– expected term (years)

3.0

1.07%

– expected dividend yield

1.07%

– 3 year risk free interest rate (based on

5.14%

US interest rates)

4.80%

R88.65

– fair value of a PVRS

R61.62

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

208

Figures in millions unless otherwise stated

United States Dollars

South African Rand

Restated

2006

2007

2006

PROFIT BEFORE TAXATION

Included in profit before taxation are the following:

Expenses
Auditors' remuneration

1.5

2.7

– audit fee

19.3

9.8

0.6

0.4

– non-audit services

2.9

4.0

6.1

5.4

Environmental rehabilitation inflation adjustment

39.1

39.2

0.7

0.7

Operating lease charge – Corporate office

5.2

4.7

MINING AND INCOME TAX

The components of mining and income tax are the following:

South African taxation

(31.6)

(53.9)

– mining tax

(387.8)

(202.1)

(0.3)

(1.0)

– non-mining tax

(7.0)

(2.2)

(1.8)

(5.1)

– company and capital gains tax

(37.0)

(11.3)

0.3

3.3

– prior year adjustment – current tax

24.1

1.8

(42.3)

(64.4)

– deferred

(463.6)

(270.9)

Foreign taxation

(32.1)

(36.8)

– current

(264.6)

(205.1)

(24.9)

(29.3)

– foreign levies and royalties

(211.5)

(159.4)

(27.3)

(31.2)

– deferred

(224.8)

(174.7)

(160.0)

(218.4)

Total mining and income tax

(1,572.2)

(1,023.9)

Major items causing the Group's income tax to differ from the
maximum South African statutory mining tax rate of 45.0%
(2006: 45.0%) were:

Tax on profit before taxation at maximum South African
statutory mining tax rate

(1,892.8)

(1,258.0)

Rate adjustment to reflect the actual realised company tax
rates in South Africa and offshore

562.8

396.5

South African mining tax formula rate adjustment

201.0

86.7

Ghanaian tax rate adjustment

–

54.3

Use of assessed loss not previously recognised

53.7

–

Adjustment to Australian tax benefit from tax consolidation

23.8

–

Net non-taxable income and non-deductible expenditure

(294.8)

(110.9)

Foreign levies and royalties

(211.5)

(159.4)

Deferred tax asset not recognised

(4.9)

(38.1)

Other

(9.5)

5.0

Income and mining tax expense

(1,572.2)

(1,023.9)

GOLD FIELDS 2007

209

MINING AND INCOME TAX (continued)

2007

2006

Tax rates
South Africa

Mining tax

Y = 45 – 225/X

Y = 45 – 225/X

Non-mining tax

37.0%

37.0%

Company tax rate

29.0%

29.0%

South African mining tax on mining income is determined according to a formula which takes into account the profit and

revenue from mining operations. South African mining taxable income is determined after the deduction of all mining
capital expenditure, with the proviso that this cannot result in an assessed loss. Capital expenditure amounts not
deducted are carried forward as unredeemed capital expenditure to be deducted from future mining income. Depreciation
is ignored for the purpose of calculating South African mining taxation.

In the formula above, Y is the percentage rate of tax payable and X is the ratio of mining profit, after the deduction of
redeemable capital expenditure, to mining revenue expressed as a percentage.

Non-mining income of South African mining operations consists primarily of interest received.

2007

2006

International Operations
Company tax rate

Australia

30.0%

30.0%

Ghana

25.0%

26.5%

Venezuela

34.0%

34.0%

Royalties

Australia

2.5%

2.5%

Ghana

3.0%

3.0%

Venezuela*

6.0%

6.0%

*There are two royalties payable in Venezuela. Three per cent is payable to the Ministry of Basic Industries and Mining (MIBAM) which is an
exploitation tax, and three per cent to Corporación Venezolana de Guayana S.A. (CVG) for exploiting the concession originally granted to them

Deferred tax is provided at the expected future rate for mining operations arising from temporary differences between the
carrying values and tax values of assets and liabilities.

At 30 June 2007 the Group had the following estimated amounts available for set-off against future income:

F2007

F2006

Deferred tax

Deferred tax

Unredeemed

asset not

Unredeemed

asset not

capital

recognised

capital recognised

expenditure

Tax losses on tax losses

expenditure

Tax losses

on tax losses

R'million

R'million

South Africa

Driefontein Division

–

Kloof Division

–

323.4 –

–

Beatrix Division

1,701.6 –

–

1,896.3 –

–

GFI Mining South Africa
Pty Limited

1,701.6 –

–

2,219.7 –

–

Gold Fields Limited

–

62.7 62.7

–

115.0 115.0

Gold Fields Shared Services
Limited

–

23.5 –

–

41.6 –

GFL Mining Services Limited

–

41.6 –

–

96.7 –

Gold Fields Protection Services

–

0.2 –

–

21.4 –

Western Areas Limited

1,948.6 3,969.2

–

Barrick Gold South Africa

5,493.1 742.3

–

Living Gold Pty Limited

–

51.9 51.9

–

45.4

9,143.3 4,891.4

114.6 2,219.7 320.1

160.4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

210

MINING AND INCOME TAX (continued)

These deductions are available to be utilised against income generated by the relevant tax entity and do not expire

unless the tax entity concerned ceases to commercially mine for a period of longer than one year. Under South African
mining tax ring-fencing legislation, each tax entity is treated separately and as such these deductions can only be utilised
by the tax entities in which the deductions have been generated. South African tax losses have no expiration date.

F2007

F2006

Deferred tax

Deferred tax

asset not

asset not

Capital recognised

Capital

recognised on

allowances

Tax losses on tax losses

allowances

Tax losses

tax losses

International Operations

US$ million

US$ million

Orogen Investments SA
(Luxembourg)

–

133.9 133.9

–

126.7 126.7

Gold Fields Ghana Limited

27.2 –

–

27.9 –

–

Abosso Goldfields Limited

6.2 –

–

7.0 –

–

Gold Fields La Cima

326.5 –

–

81.6

–

359.9 133.9 133.9

116.5 126.7 126.7

In terms of current Luxembourg taxation legislation, losses incurred in accounting periods subsequent to 31 December

1990, can be carried forward indefinitely. All losses incurred by Orogen Investment SA (Luxembourg) were incurred
subsequent to 31 December 1990.

AUS$ million AUS$ million AUS$ million

AUS$ million

Gold Fields Australia
(Pty) Limited

–

23.4

–

92.2

–

Figures in millions unless otherwise stated

United States Dollars

South African Rand

2006

2007

2006

EARNINGS PER SHARE

8.1

Basic earnings per share – cents

423

313

Basic earnings per share is calculated by dividing the
profit attributable to ordinary shareholders of
R2,362.5 million (2006: R1,544.1 million) by the
weighted average number of ordinary shares in issue
during the year of 558,259,686 (2006: 492,922,941).

8.2

Diluted earnings per share – cents

398

298

Diluted basic earnings per share is calculated on the
basis of adjusted profit attributable to ordinary share-
holders of R2,424.7 million (2006: R1,624.7 million)
and 609,207,197 (2006: 544,457,019) shares being
the diluted number of ordinary shares in issue
during the year.

Profit used to calculate diluted earnings per share is
calculated as follows:

241.4

328.1

Profit attributable to ordinary shareholders

2,362.5

1,544.1

12.6

8.6

Interest expense of Mvela's convertible debt – net of tax

62.2

80.6

254.0

336.7

Profit used to determine diluted earnings per share

2,424.7

1,624.7

GOLD FIELDS 2007

211

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

212

Figures in millions unless otherwise stated

United States Dollars

South African Rand

2006

2007

2006

EARNINGS PER SHARE (continued)

8.2

Diluted earnings per share – cents (continued)
The weighted average number of shares has been
adjusted by the following to arrive at the diluted
number of ordinary shares:
Weighted average number of shares

558,259,686 492,922,941

Share options in issue

3,947,462

3,318,029

Assumed conversion of Mvela's convertible debt

47,000,049

48,216,049

Diluted number of ordinary shares

609,207,197 544,457,019

8.3

Headline earnings per share – cents

392

303

Headline earnings per share is calculated on the basis
of adjusted net earnings attributable to ordinary share-
holders of R2,187.8 million (2006: R1,492.1 million)
and 558,259,686 (2006: 492,922,941) shares being
the weighted average number of ordinary shares in
issue during the year.

Net profit attributable to ordinary shareholders is
reconciled to headline earnings as follows:

241.4

328.1

Net profit attributable to ordinary shareholders

2,362.5

1,544.1

(6.3)

(26.8)

Profit on disposal of investments

(193.0)

(40.3)

0.3

6.8

Taxation effect of profit on disposal of investments

48.6

1.9

(3.7)

(7.4)

Profit on disposal of property, plant and equipment

(53.5)

(23.6)

1.6

2.8

Taxation effect of profit on property, plant and equipment

20.4

10.0

–

0.4

Other after tax adjustments

2.8

–

233.3

303.9

Headline earnings

2,187.8

1,492.1

8.4

Diluted headline earnings per share – cents

369

289

Diluted headline earnings per share is calculated on
the basis of adjusted headline earnings attributable
to ordinary shareholders of R2,250.0 million
(2006: R1,572.7 million) and 609,207,197
(2006: 544,457,019) shares being the diluted number
of ordinary shares in issue during the year.

DIVIDENDS

2006 final dividend of 110 cents per share (2005: 40 cents)

29.4

76.8

declared on 2 August 2006

545.4

196.8

2007 interim dividend of 90 cents per share (2006: 40 cents)

32.4

81.4

declared on 24 January 2007

585.6

197.7

A final dividend in respect of F2007 of 95 cents per share was

approved by the board of directors on 31 July 2007. This
dividend payable is not reflected in these financial statements.

61.8

158.2

Total dividends

1,131.0

394.5

GOLD FIELDS 2007

213

Figures in millions unless otherwise stated

United States Dollars

South African Rand

Land,

Mine

Land,

mineral develop-

develop-

mineral

rights

ments,

rights

and

infra-

and

rehabi- structure

structure

rehabi-

litation and other

and other

litation

assets

Total

Total assets

assets

10.

PROPERTY, PLANT AND EQUIPMENT

30 June 2007

Cost

458.2

5,124.0

5,582.2

Balance at beginning of the year

41,475.9 38,071.3

3,404.6

–

3.3

3.3 Reclassifications

23.7

23.7 –

–

36.0

Deferred stripping reclassification

259.1

–

7.2

847.4

854.6 Additions

6,153.0

6,101.2

51.8

(0.3)

(8.6)

(8.9)

Disposals

(64.4)

(62.2)

(2.2)

33.8

–

33.8

Additions to rehabilitation assets

243.4

–

243.4

340.6

1,767.2

2,107.8

Acquisition of subsidiaries (note 27)

15,102.6 12,662.0

2,440.6

54.7

223.5

278.2

Translation adjustment

348.6

93.5

255.1

894.2

7,992.8

8,887.0

Balance at end of the year

63 541.9 57 148.6

6 393.3

Accumulated depreciation and impairment

182.8

2,126.7

2,309.5

Balance at beginning of the year

17,159.8 15,801.6

1,358.2

27.2

389.7

416.9

Charge for the year

3,001.6

2,805.9

195.7

–

(1.5)

(1.5) Disposals

(11.1)

(11.0)

(0.1)

24.7

132.8

157.5

Acquisition of subsidiaries (note 27)

1,134.0

956.0

178.0

21.2

113.4

134.6 Translation

adjustment

286.8

189.1

97.7

255.9

2,761.1

3,017.0

Balance at end of the year

21,571.1 19,741.6

1,829.5

638.3

5,231.7

5,870.0

Carrying value at end of the year

41,970.8 37,407.0

4,563.8

30 June 2006 – restated

458.2

4,791.4

5,249.6

Cost

39,004.8

35,600.2 3,404.6

Change in accounting policy – capitalisation

–

332.6

of ore reserve development (Note 1)

2,471.1

–

458.2

5,124.0

5,582.2

Cost – restated

41,475.9 38,071.3

3,404.6

182.8

1,947.8

2,130.6

Accumulated depreciation and impairment

15,830.4

14,472.2

1,358.2

Change in accounting policy – capitalisation

–

178.9

of ore reserve development (Note 1)

1,329.4

–

182.8

2,126.7

2,309.5

Accumulated depreciation and impairment –

17,159.8

15,801.6

1,358.2

restated

275.4 2,997.3 3,272.7

Carrying value at end of the year

24,316.1 22,269.7 2,046.4

Figures in millions unless otherwise stated

United States Dollars

South African Rand

2006

2007

2006

11.

GOODWILL

–

622.3

Arising on acquisition of subsidiary (note 27)

4,458.9

–

1.4

Translation

–

623.7

Balance at end of the year

4,458.9

–

The goodwill arose on the acquisition of South Deep as
described in note 27 and is attributable to the upside potential
of the asset, synergies, the deferred tax effect of the transaction
and the gold multiple associated with the gold sector.

12.

INVESTMENT IN ASSOCIATE

The Group has a 34.9% (F2006: 33.1%) interest in Rand
Refinery Limited, a company incorporated in the Republic of
South Africa, which is involved in the refining of bullion and
by-products which are sourced from, inter alia, South African
and foreign gold producing mining companies. The investment
has been equity accounted as from 1 July 2002.

21.5

43.1

Total revenue of associate – 100 per cent basis

310.5

137.3

(2.6)

11.2

Total profit/(loss) of associate – 100 per cent basis

80.9

(16.5)

Investment in associate consists of:

2.9

2.9

Unlisted shares at cost

19.4

19.4

–

0.4

Additional interest in associate arising on acquisition of

2.9

–

subsidiary (note 27)

(0.1)

(0.3)

Share of accumulated losses brought forward

(0.2)

(0.6)

–

(1.4)

Dividend received

(8.4)

–

0.1

3.6

Profit after taxation

22.5

0.4

(0.3)

(0.1)

Translation adjustments

–

2.6

5.1

Total investment in associate

36.2

19.2

8.0

9.1

Non-current assets

65.2

59.7

3.7

7.0

Current assets

49.9

27.4

11.7

16.1

Total assets

115.1

87.1

0.4

1.3

Non-current liabilities

9.6

2.8

3.7

3.3

Current liabilities

23.6

27.8

4.1

4.6

Total liabilities

33.2

30.6

7.6

11.5

Net assets

81.9

56.5

Reconciliation of the total investment in associate with
net assets:

7.6

11.5

Net assets

81.9

56.5

–

(1.4)

Dividend received

(8.4)

–

(5.0)

(5.2)

Fair value adjustment*

(37.3)

(37.3)

2.6

4.9

Carrying value

36.2

19.2

*The investment in associate was fair valued at 1 July 2002,

the date when significant influence was obtained.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

214

GOLD FIELDS 2007

215

Figures in millions unless otherwise stated

United States Dollars

South African Rand

2006

2007

2006

13.

INVESTMENTS

Listed

220.3

168.3

Cost less permanent write-downs

1,203.2

1,637.1

76.7

108.5

Net unrealised gain on revaluation

775.9

570.1

297.0

276.8

Carrying value

1,979.1

2,207.2

297.0

276.8

Market value

1,979.1

2,207.2

Unlisted

27.2

31.1

Carrying value and directors' valuation

222.6

201.7

324.2

307.9

Total listed and unlisted investments

2,201.7

2,408.9

7.5

4.8

Loans advanced

34.5

55.8

331.7

312.7

Total investments

2,236.2

2,464.7

All investments are classified as available for sale. Details of
major investments are given on pages 241 and 242.

14.

ENVIRONMENTAL TRUST FUND

Gold Fields Mining Environmental Trust Fund

58.1

65.1

Balance at beginning of the year

484.0

389.0

–

4.5

Arising on acquisition of subsidiary (note 27)

32.7

–

7.5

7.4

Contributions made during the year

53.0

48.0

7.3

8.1

Interest earned during the year

58.0

47.0

(7.8)

2.7

Translation adjustment

–

65.1

87.8

Balance at end of the year

627.7

484.0

The proceeds from this fund are intended to fund environmental
rehabilitation obligations of the Group's South African mines
and they are not available for general purposes of the Group.
All income earned on these funds is re-invested or spent to
meet these obligations. The funds are invested in money
market, fixed deposits and government bonds. These
obligations are included in environmental rehabilitation costs
under long-term provisions. (Refer note 21.2)

15.

INVENTORIES

86.7

124.9

Gold-in-process

893.2

644.3

69.1

95.5

Consumable stores

682.8

513.4

1.4

1.6

Other

11.5

10.3

157.2

222.0 Total

inventories

1,587.5

1,168.0

The cost of inventories consumed during the year and included
in working cost amounted to R3.0 billion (US$419.3 million).

The Group reversed R68.2 million (US$9.5 million) of a previous
inventory write-down in June 2007 in Gold Fields Ghana.

Figures in millions unless otherwise stated

United States Dollars

South African Rand

2006

2007

2006

16.

TRADE AND OTHER RECEIVABLES

47.6

59.8

Trade receivables – gold sales

427.5

353.6

10.7

26.3

Trade receivables – other

188.1

79.3

0.1

3.0

Deposits

21.5

0.9

0.4

0.6

Interest receivable

4.4

2.6

5.4

3.4

Payroll receivables

23.8

40.4

18.1

35.2

Prepayments

251.8

134.8

32.2

83.1

Value added tax

594.0

239.5

2.7

–

Derivative financial instruments

–

20.2

2.0

–

Rand Mutual Assurance refund

–

14.7

2.7

0.9

Diesel rebate

6.7

20.1

2.6

–

Advances to New Africa Mining Fund

–

19.1

6.6

–

Cash in transit

–

49.4

2.3

2.4

Secondary tax on companies (STC) – refund

17.3

17.3

–

64.9

Insurance claim receivable

464.1

–

12.9

14.2

Other

101.5

95.6

146.3

293.8

Total trade and other receivables

2,100.6

1,087.3

17.

FINANCIAL INSTRUMENTS

–

Non-current portion

–

30.4

–

Current portion included in current assets

–

225.9

30.4

–

Total financial instruments

–

225.9

The amount receivable for the financial instruments relates to
the close-out of the Australian dollar/United States dollar
financial instruments on 7 January 2004. Gold Fields closed-
out the outstanding open positions of US$275.0 million at an
average rate of 0.7670 US$/AU$, locking in a gross profit
amounting to US$115.7 million. The underlying cash receipts
were deferred to match the maturity dates of the original
transactions.

On 7 May 2004, the future US dollar values were fixed in
Australian dollars to take advantage of a weakening in the
Australian dollar against the US dollar since the close-out of
these financial instruments. The net balance on the original
value of the future cash flows was US$107.4 million
(US$115.7 million less US$8.3 million premium on the call
option) or AU$140.0 million at 0.7670 US$/AU$, the rate at
the time of the original transaction. The value fixed in Australian
dollars amounted to AU$147.0 million, based on a spot rate of
0.7158 US$/AU$. Payments against this settlement are
receivable on a quarterly basis with the last payment made
on 29 December 2006.

18.

CASH AND CASH EQUIVALENTS

217.7

326.4

Cash at bank and on hand

2,334.0

1,617.5

–

(3.3)

Bank overdraft

(23.9)

–

217.7

323.1

Total cash and cash equivalents

2,310.1

1,617.5

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

216

GOLD FIELDS 2007

217

Figures in millions unless otherwise stated

United States Dollars

South African Rand

Restated

2006

2007

2006

19.

DEFERRED TAXATION

The detailed components of the net deferred taxation liability
which results from the differences between the carrying
amounts of assets and liabilities recognised for financial
reporting and taxation purposes in different accounting
periods are:

Deferred taxation liabilities

889.8

1,763.8

– Mining assets

12,611.0

6,611.3

25.4

33.5

– Investment in environmental trust fund

239.3

188.9

8.3

3.3

– Investments – warrants and options

23.9

61.6

2.4

1.1

– Inventories

7.9

17.8

10.2

2.6

– Deferred stripping costs

18.9

75.8

13.4

19.9

– Other

142.0

99.4

949.5

1,824.2

Gross deferred taxation liabilities

13,043.0

7,054.8

Deferred taxation assets

(61.3)

(76.9)

– Provisions

(550.0)

(455.5)

(52.7)

(35.4)

– Loans

(253.3)

(391.4)

(22.2)

(281.0)

– Tax losses

(2,008.9)

(165.1)

(126.1)

(594.6)

– Unredeemed capital expenditure

(4,251.2)

(936.8)

687.2

836.3

Net deferred taxation liabilities

5,979.6

5,106.0

485.0

747.1

Balance at beginning of the year

5,551.3

3,249.8

Change in accounting policy – capitalisation of ore reserve

59.9

–

development (note 1)

–

445.3

188.6

–

Arising on acquisition of subsidiaries (note 27)

(203.1)

1,160.8

56.3

95.6

Transferred through the income statement

688.4

360.5

(42.7)

(6.4)

Translation adjustment

(57.0)

334.9

747.1

836.3

Balance at end of the year

5 979.6

5,551.3

20.

BORROWINGS

(a) Debt component of Mvela loan

On 17 March 2004, Mvelaphanda Gold (Pty) Limited (Mvela), a wholly owned subsidiary of Mvelaphanda Resources
Limited, advanced an amount of R4,139.0 million to GFI Mining South Africa (Pty) Limited (GFIMSA) at a fixed rate of
10.57% nominal annual compounded semi-annually. Interest is payable semi-annually and the loan amount is repayable
on 17 March 2009.

On the date the loan is repaid, Mvela has the election to either subscribe for new shares in GFIMSA such that after
the subscription it will own 15 per cent of the enlarged equity of GFIMSA or to subscribe for shares in Gold Fields
Limited subject to a minimum and maximum of 45,000,000 and 55,000,000 shares respectively.

The net proceeds of the loan of R4,107.0 million (R4,139.0 million less R32.0 million of costs) was accounted for in
two components, a debt component and an equity component.

The debt component on initial recognition, included in long-term liabilities, is the present value of the future interest
payments discounted using a market related cost of debt. The residual amount, representing the value of the equity
component, is included in shareholders' equity, inclusive of deferred tax.

20.

BORROWINGS continued

(a) Debt component of Mvela loan (continued)

The debt component of the Mvela loan is amortised against payments of interest on the loan of R4,139.0 million with
a proportionate amount of such payments recognised as interest on the debt component of the Mvela loan.

The loan has been guaranteed by Gold Fields Limited, Gold Fields Australia Limited and Gold Fields Holdings
(BVI) Limited.

(b) Three-year syndicated term loan

On 3 March 2006, Orogen Holdings (BVI) Limited, a wholly owned subsidiary of Gold Fields Limited, entered into a
US$250.0 million term facility. The purpose of the facility was to partly finance the acquisition of Bolivar Gold
Corporation (BGC) and to provide funding lines for general corporate purposes.

The loan bears interest at three-month LIBOR plus a margin of 0.35%. On 9 March 2006, Orogen drew down
US$158.0 million and on 8 January 2007, a further US$10 million.

The loan was repaid in full on 21 May 2007.

(c) Split-tenor revolving credit facility

On 16 May 2007, GFI Mining South Africa (Pty) Limited, Orogen Holdings (BVI) Limited and Western Areas Limited
entered into a US$750 million split-tenor revolving credit facility consisting of a $250 million 364-day revolving tranche
with a twelve-month term out option (Facility A) and a US$500 million five-year revolving tranche (Facility B). With
reference to the twelve-month term-out option, at any time prior to the date of final maturity, Gold Fields will have the
option to convert all advances outstanding under Facility A into a term loan with final maturity date being no more than
24 months after the signing date. A term-out fee of 0.05% flat will be payable on the date of exercising the option.
The purpose of the facility was to refinance existing facilities and for general corporate purposes.

On 21 May 2007, Western Areas Limited drew down US$50.8 million under Facility A and US$500.0 million under
Facility B. In addition, on 21 May 2007, Orogen Holdings (BVI) Limited drew down US$168.0 million under Facility A.
The loans under Facility A bear interest at three-month LIBOR plus a margin of 0.25% per annum while the loan under
Facility B bears interest at three-month LIBOR plus a margin of 0.30% per annum. Where the total utilisations under
Facility A are equal to or greater than 50%, a utilisation fee of 0.05% per annum will be payable on the total amount
of utilisations. Such utilisation fee is payable quarterly in arrears.

The loan has been guaranteed by Gold Fields Limited, GFI Mining South Africa Limited, Gold Fields Holding Company
(BVI) Limited, Orogen Holdings (BVI) Limited and Western Areas Limited.

(d) Project finance facility

On 14 November 2006, Gold Fields La Cima (formerly known as Sociedad Minera La Cima S.A.) entered into a
US$150 million project finance facility with a number of lenders. The purpose of the facility is to finance the project
costs related to the development of the Cerro Corona copper-gold porphyry deposit located in the Hualgayoc province
in the Cajamarca region in northern Peru. The facility has a 10-year maturity from signature date.

As at June 2007, Gold Fields La Cima has drawn down US$127 million. The loan bears interest at three-month LIBOR
plus a margin of 0.45% per annum up to the financial completion date as defined in the agreement.

The loan has been guaranteed by Gold Fields Limited and Gold Fields Corona (BVI) Limited.

(e) Industrial Development Corporation loan

On 28 May 2004, Living Gold (Pty) Limited (Living Gold), a subsidiary of GFIMSA, entered into an agreement with the
Industrial Development Corporation of South Africa Limited (IDC) in terms of which the IDC agreed to provide a loan
facility of R16.6 million. On 24 November 2004, Living Gold drew down the full amount of the facility.

On 1 July 2006 the IDC converted R8.1 million of the outstanding loan to equity.

In terms of the loan agreement, interest accrues on the facility based on the First National Bank of Southern Africa
Limited prime overdraft rate. The prime overdraft rate at 30 June 2007 was 13.0%. The loan is repayable in 83 equal
monthly instalments commencing 1 July 2007.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

218

GOLD FIELDS 2007

219

Figures in millions unless otherwise stated

United States Dollars

South African Rand

2006

2007

2006

20.

BORROWINGS continued

(a)

Debt component of Mvela loan

595.2

595.2

Loan advanced

4,107.0

4,107.0

(355.6)

(355.6)

Equity component

(2,453.6)

(2,453.6)

239.6

239.6

Debt component on initial recognition

1,653.4

1,653.4

215.9

156.0

Balance at the beginning of the year

1,159.1

1,446.6

(44.9)

(44.4)

Loan repayments during the year

(319.5)

(287.5)

(15.0)

5.8

Translation adjustment

–

156.0

117.4

Balance at the end of the year

839.6

1,159.1

(b)

Three-year syndicated term loan

157.1

157.1

Balance at the beginning of the year

1,167.3

986.7

–

10.0

Loan advanced

71.9

–

(168.0)

Loan repayments during the year

(1,189.4)

–

0.9

Translation adjustment

(49.8)

180.6

157.1

–

Balance at the end of the year

–

1,167.3

(c)

Split-tenor revolving credit facility

–

718.8

Loan advanced

5,028.0

–

(1.5)

Translation adjustment

100.7

–

717.3

Balance at the end of the year

5,128.7

–

(d)

Project finance facility

–

127.1

Loan advanced

892.6

–

(0.1)

Translation adjustment

15.5

–

127.0

Balance at the end of the year

908.1

–

(e)

Industrial Development Corporation loan

2.5

2.3

Balance at the beginning of year

16.9

16.9

–

(1.1)

Capitalisation of loan to minority interests

(8.1)

–

(0.2)

–

Translation adjustment

–

2.3

1.2

Balance at the end of the year

8.8

16.9

–

0.6 (f)

Other

loans

3.9

–

315.4

963.5

Total gross borrowings

6,889.1

2,343.3

(43.3)

(49.7)

Current portion included in borrowings

(355.4)

(321.7)

272.1

913.8

Total non-current borrowings

6,533.7

2,021.6

Figures in millions unless otherwise stated

United States Dollars

South African Rand

Restated

2006

2007

2006

21.

PROVISIONS

21.1 Post-retirement health care costs

Gold Fields Group (excluding South Deep) post-

2.4

2.3

retirement health care costs

16.8

18.0

–

0.6

South Deep post-retirement health care costs

4.2

–

2.4

2.9

Gold Fields Group post-retirement health care costs

21.0

18.0

Gold Fields Group (excluding South Deep)
post-retirement health case costs

The Group has certain liabilities to subsidise the
contributions payable by certain pensioners and
dependants of ex-employees on a pay-as-you-go basis.
The remaining obligation was actuarially valued
at 30 June 2007 and the outstanding contributions will
be funded over the lifetime of these pensioners and
dependants.

The following table sets forth the funded status and amounts recognised by the Group for post-retirement health care costs:

2.2

2.5

Actuarial present value

17.9

16.7

–

Plan assets at fair value

–

2.2

2.5

Accumulated benefit obligation in excess of plan assets

17.9

16.7

–

Unrecognised prior service costs

–

Unrecognised actuarial (gains)/losses

–

2.2

2.5

Post-retirement health care liability

17.9

16.7

Benefit obligation reconciliation

3.6

2.4

Balance at beginning of the year

18.0

24.1

(0.3)

(0.2)

Payments during the year

(1.2)

(1.6)

(0.7)

–

Benefits forfeited

–

(4.5)

(0.2)

0.1

Translation adjustments

–

2.4

2.3

Balance at end of the year

16.8

18.0

The obligation has been valued using the projected unit
credit funding method on past service liabilities. The
valuation assumes a health care cost inflation rate of
6.5% per annum (2006: 7%) and a discount rate of 8.5%
per annum (2006: 9%). Assumed health care cost trend
rates have a significant impact on the amounts reported
for the health care plans.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

220

GOLD FIELDS 2007

221

Figures in millions unless otherwise stated

United States Dollars

South African Rand

Restated

2006

2007

2006

21.

PROVISIONS continued

21.1 Post-retirement health care costs continued

A one percentage point increase in assumed health care
trend rates would have increased interest cost for 2007
by R0.1 million (10.0%) (2006: R0.2 million (10.1%)).
The effect of this change on the accumulated post-
retirement health care benefit obligation at 30 June 2007
would have been an increase of R1.8 million (10.1%)
(2006: R1.6 million (9.7%)).

A one percentage point decrease in assumed health care
trend rates would have decreased interest cost for 2007
by R0.1 million (8.6%) (2006: R0.1 million (8.7%)). The
effect of this change on the accumulated post-retirement
health care benefit obligation at 30 June 2007 would
have been a decrease of R1.5 million (8.6%)
(2006: R1.4 million (8.3%)).

South Deep post-retirement health care costs
As part of the acquisition of South Deep, the post-
retirement health care cost liability was assumed. As
above, the Group has certain liabilities to subsidise the
contributions payable by certain pensioners and
dependants of ex-employees on a pay-as-you-go basis.
The obligation was actuarially valued at 30 June 2007
and the outstanding contributions will be funded over
the lifetime of these pensioners and dependants.

The following table sets forth the funded status and amounts recognised by the Group for post-retirement health care costs:

–

0.5

Actuarial present value

3.8

–

Plan assets at fair value

–

0.5

Accumulated benefit obligation in excess of plan assets

3.8

–

Unrecognised prior service costs

–

Unrecognised actuarial (gains)/losses

–

0.5

Post-retirement health care liability

3.8

–

Benefit obligation reconciliation

–

0.0

Balance at beginning of the year

–

0.6

Arising on acquisition of subsidiaries

4.6

–

(0.1)

Payments during the year

(0.4)

–

0.1

Translation adjustments

–

0.6

Balance at end of the year

4.2

–

Figures in millions unless otherwise stated

United States Dollars

South African Rand

Restated

2006

2007

2006

21.

PROVISIONS continued

21.1 Post-retirement health care costs continued

An increase or decrease in assumed healthcare trend
rates would not have affected the interest cost for 2007.

A change in the medical inflation assumption does not
affect the contractual liability as the subsidy does not
escalate. The monthly contributions will remain constant.

21.2 Environmental rehabilitation costs

113.6

135.2

Balance at beginning of the year

1,079.3

905.8

14.2

33.8

Additional provision due to new disturbances

243.4

90.6

–

1.5

Amount transferred from accounts payable

11.1

–

6.1

5.4

Inflation charge

39.1

39.2

2.5

3.8

Interest charge

27.2

16.1

(3.5)

(7.3)

Payments against provision

(52.3)

(22.5)

3.4

6.8

Arising on acquisition of subsidiary (note 27)

41.7

21.8

9.0

18.6

Translation adjustments

24.6

28.3

145.3

197.8

Balance at end of the year

1,414.1

1,079.3

South African, Ghanaian, Australian, Venezuelan and
Peruvian mining companies are required by law to
undertake rehabilitation works as part of their ongoing
operations. For the Ghanaian operations, Gold Fields
funds these environmental rehabilitation costs in part
by posting a reclamation bond underwritten by a bank
to secure estimated costs of rehabilitation, in South Africa
by making contributions into an environmental trust fund
(Note 14), in Australia by providing unconditional
bank-guaranteed performance bonds to secure the
estimated costs, in Venezuela by submitting bonds to
guarantee implementation of the mitigation and control
actions and in Peru by establishing guarantees with
annual deposits for proper compliance with the
Mine Closure Plan.

The expected timing of the cash outflows in respect of
the provision is on the closure of the various mining
operations. However, certain current rehabilitation costs
are charged to this provision as and when incurred.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

222

GOLD FIELDS 2007

223

2006

2007

Inflation

Discount

Discount

Inflation

rate

rate

21.

PROVISIONS continued

21.2 Environmental rehabilitation costs continued

The provision is calculated using the following rates:

4.5%

7.5%

South Africa

9.0%

6.0%

3.5%

5.5%

Ghana

5.5%

3.5%

3.0%

6.0%

Australia

7.9%

3.0%

n/a

Peru

5.5%

2.0%

12.0%

17.0%

Venezuela

19.0%

147.7

200.7

Total provisions

1,435.1

1,097.3

Figures in millions unless otherwise stated

United States Dollars

South African Rand

2006

2007

2006

22.

TRADE AND OTHER PAYABLES

101.5

180.6

Trade payables

1,291.6

754.1

159.3

242.5

Accruals and other payables

1,733.1

1,183.9

39.0

51.1

Leave pay accrual

365.5

289.9

8.8

10.4

Interest payable on loans

74.1

65.8

308.6

484.6

Total accounts payable

3,464.4

2,293.7

23.

CASH GENERATED BY OPERATIONS

276.9

365.8

Profit for the year

2,634.0

1,771.6

160.0

218.4

Taxation

1,572.2

1,023.9

26.0

55.0

Interest paid

396.5

166.6

(17.1)

(16.5)

Interest received

(119.1)

(109.2)

(2.4)

(2.2)

Dividends received

(15.6)

(15.6)

443.4

620.5

Earnings before non-cash items

4,468.0

2,837.3

Non-cash and other adjusting items:

324.2

416.9

Amortisation and depreciation

3,001.6

2,074.6

6.1

5.4

Inflation adjustment to rehabilitation liability

39.1

39.2

2.5

3.8

Interest adjustment to rehabilitation liability

27.2

16.1

(7.3)

(8.1)

Interest – Environmental Rehabilitation Trust Fund

(58.0)

(47.0)

(3.7)

(7.4)

Profit on disposal of property, plant and equipment

(53.5)

(23.6)

(6.3)

(26.8)

Profit on disposal of investments

(193.0)

(40.3)

Realised loss on settlement of WAL derivative structure including

–

16.3

loss on foreign exchange – non-cash

117.0

–

6.3

Realised exchange loss on settlement of USD1.2 billion loan

45.0

–

(14.5)

(15.4)

Unrealised gain on financial instruments

(111.2)

(93.1)

(18.8)

–

Non-cash portion of unrealised gain

–

(120.5)

10.6

12.5

Share-based payments

89.9

67.6

1.7

1.6

Other

11.6

(9.6)

737.9

1 025.6

Total cash generated by operations

7,383.7

4,700.7

Figures in millions unless otherwise stated

United States Dollars

South African Rand

2006

2007

2006

24.

CHANGE IN WORKING CAPITAL

(24.4)

(51.3)

Inventories

(369.2)

(156.0)

(38.5)

171.8

Accounts receivable

1,236.8

(246.7)

59.2

(143.9)

Accounts payable

(1,036.4)

378.9

(3.7)

(23.4)

Total change in working capital

(168.8)

(23.8)

25.

TAX PAID

(18.0)

(46.9)

Amount owing at beginning of the year

(348.1)

(120.8)

(90.4)

(122.8)

SA and foreign current taxation

(883.8)

(578.3)

–

0.1

Arising on acquisition of subsidiary (note 27)

0.8

–

46.9

72.2

Amount owing at end of the year

516.4

348.1

6.7

(1.9)

Translation

–

(54.8)

(99.3)

Total tax paid

(714.7)

(351.0)

26.

DIVIDENDS PAID

(74.8)

(159.7)

Dividends per statement of shareholders' equity

(1,141.3)

(477.7)

(74.8)

(159.7)

Total dividends paid

(1,141.3)

(477.7)

27.

ADDITIONAL CASH FLOW INFORMATION

(a)

Acquisition of South Deep
On 1 December 2006, Gold Fields acquired 100% of the issued share capital of Barrick Gold South Africa (BGSA).
BGSA holds a 50% interest in the South Deep Joint Venture, with Western Areas Limited (WAL) holding the balance.
As the acquisition of BGSA gave Gold Fields control of the Joint Venture, it was fully consolidated as of the acquisition
date with the interest in WAL accounted for as an interest in minorities. On the acquisition date, Gold Fields held
40.9% of WAL and acquired the remaining share capital of WAL by 31 March 2007. The subsequent acquisition of
the WAL shares was accounted for as a transaction with shareholders with losses accounted for in equity (economic
entity concept).

In effecting the acquisition for BGSA and WAL, Gold Fields issued 18.7 million shares to Barrick at R124.53 and
46.4 million shares to WAL shareholders at a weighted average of R129.34. The share price used in the calculation,
where applicable, is based on the publicly traded share price on the date the shares were issued

The acquired business consisting of South Deep, BGSA and WAL contributed revenues of R777.2 million and loss
of R241.8 million since 1 December 2006.

The revenue and profit of the Gold Fields Group showing the effect of the acquisition of South Deep if it had
occurred on 1 July 2006 as required in terms of IFRS 3 have not been provided as the previous owners of South
Deep had different accounting policies.

The acquisition of South Deep has been accounted for on a provisional basis in accordance with IFRS 3.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

224

GOLD FIELDS 2007

225

Figures in millions unless otherwise stated

United States Dollars

South African Rand

2007

South

Deep’s

carrying

Fair

carrying

value

27.

ADDITIONAL CASH FLOW INFORMATION continued

(a)

Acquisition of South Deep continued
Details of the net assets acquired are as follows:

Purchase consideration

1,162.9

– shares issued

8,329.7

801.8

– cash paid

5,745.2

10.6

– direct costs relating to the acquisition

76.6

148.1

– shares previously held in WAL prior to acquisition

1,065.6

24.2

– insurance claim refund due to Barrick Gold Corporation

173.4

2,147.7

Total purchase consideration

15,390.5

(1,029.5)

Fair value of the net assets acquired

(7,376.7)

(495.9)

Loss on transacting with minorities

(3,554.9)

622.3 Goodwill

4,458.9

The goodwill is attributable to the upside potential of the
asset, synergies, deferred tax effect of the transaction
and the gold multiple associated with the gold sector.

The fair value of the assets and liabilities acquired are:

913.2

1,945.1

Property, plant and equipment

13,936.4

6,543.1

4.6

4.6

Non-current asset – Rehabilitation Trust Fund

32.7

32.7

4.6

4.6

Inventory

33.0

33.0

284.8

284.8

Trade and other receivables

2,040.9

2,040.9

3.5

3.5

Cash and cash equivalents

25.4

25.4

(782.6)

(782.6)

Trade and other payables

(5,607.6)

(5,607.6)

414.1

28.3

Deferred taxation

203.1

2,966.7

(406.8)

(406.8)

Borrowings

(2,914.9)

(2,914.9)

(6.5)

(6.5)

Long-term provisions

(46.3)

(46.3)

428.9

1,075.0

Net assets

7,702.7

3,073.0

–

(45.5)

Minority shareholders' interest

(326.0)

–

428.9

1,029.5

Fair value of the net assets acquired

7,376.7

3,073.0

2,147.7

Total purchase consideration

15,390.5

(1,162.9)

Consideration settled by issuing shares

(8,329.7)

406.8

Purchase consideration used to settle borrowings of BGSA

2,914.9

(130.9)

Purchase of shares in prior years

(942.0)

(24.2)

Insurance claims refund due to Barrick Gold Corporation

(173.4)

1,236.6

Purchase consideration settled in cash

8,860.3

(3.5)

Cash and cash equivalents in subsidiaries acquired

(25.4)

1,233.0

Cash outflow on acquisition

8,834.9

The R8,834.9 million net cash paid is included in the
purchase of subsidiaries on the cash flow statement.

Figures in millions unless otherwise stated

United States Dollars

South African Rand

2006

2007

2006

27.

ADDITIONAL CASH FLOW INFORMATION continued

(b)

Acquisition of IRCA (Pty) Limited and TMTI
(Pty) Limited
On 28 February 2007, Gold Fields acquired 70% in
IRCA (Pty) Limited. IRCA specialises in mine safety
training and has been incorporated in the Gold Fields
Business Leadership Academy structure.

On 1 January 2007, Gold Fields acquired 100% in
TMTI (Pty) Limited. TMTI specialises in mining and
artisan training in the Free State region and has been
incorporated in the Gold Fields Business Leadership
Academy structure.

Both acquisitions have been accounted for on a
provisional basis and Gold Fields will continue to
review information prior to finalising the allocation of
the purchase consideration.

Details of the net assets acquired are as follows:

Purchase consideration

3.2

– cash paid

22.6

2.1

– loans advanced

14.9

–

– direct costs relating to the acquisition

–

5.3

Total purchase consideration

37.5

5.3

Fair value of the net assets acquired

37.5

–

The fair value of the assets and liabilities acquired are:

–

4.4

Property, plant and equipment

32.2

–

4.1

Trade and other receivables

29.1

–

(2.7)

Trade and other payables

(19.5)

–

2.7

Loans receivable

18.6

–

(2.6)

Overdraft

(18.7)

–

5.9

Net assets

41.7

–

(0.6)

Minority shareholders' interest

(4.2)

–

5.3

Fair value of the net assets acquired

37.5

–

3.2

Purchase consideration settled in cash

22.6

2.1

Inter-company loans advanced

14.9

2.6

Overdraft in subsidiary acquired

18.7

7.9

Cash outflow on acquisition

56.2

The R56.2 million net cash paid is included in the
purchase of subsidiaries on the cash flow statement.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

226

GOLD FIELDS 2007

227

Figures in millions unless otherwise stated

United States Dollars

South African Rand

2006

2007

2006

27.

ADDITIONAL CASH FLOW INFORMATION continued

(c)

Acquisition of Bolivar Gold Corporation Inc.
On 28 February 2006, Gold Fields acquired 100.0%
of the voting interest in Bolivar Gold Corp.(Bolivar).
However, the only substantial component of its underlying
net asset value is its 95.0% ownership in Promotora
Minera de Guayana (PMG). Therefore, in bringing to
account the assets and liabilities of Bolivar consequent
upon its acquisition, minority shareholders’ interests of
5.0% have been recognised. Bolivar owns the Choco 10
open pit gold mine in the the El Callao gold district of
Bolivar state, Venezuela. The acquired business
contributed revenues of R108.0 million and profit of
R20.4 million from 28 February 2006 to 30 June 2006.

Details of the net assets acquired are as follows:

Purchase consideration

315.9

–

– cash paid

–

1,958.9

4.6

–

– direct costs relating to the acquisition

–

28.7

8.1

–

– exchange gain on funds held for acquisition of Bolivar

–

52.5

328.6

–

Total purchase consideration

–

2,040.1

(328.6)

–

Fair value of the net assets acquired

–

(2,040.1)

–

The fair value of the assets and liabilities acquired are:

632.9

–

Property, plant and equipment

–

3,896.4

5.3

–

Inventory

–

32.3

9.0

–

Trade and other receivables

–

55.2

5.9

–

Cash and cash equivalents

–

36.7

(9.1)

–

Trade and other payables

–

(56.6)

(188.6)

–

Deferred taxation

–

(1,160.8)

(74.2)

–

Inter-company financing

–

(456.9)

(3.6)

–

Long-term provisions

–

(21.8)

(30.1)

–

Asset revaluation and other reserves

–

(168.2)

347.5

–

Net assets

–

2,156.3

(18.9)

–

Minority shareholders' interest (5.0%)

–

(116.2)

328.6

–

Fair value of the net assets acquired

–

2,040.1

328.6

–

Total purchase consideration

–

2,040.1

(8.1)

–

Exchange gain on funds held for acquisition of Bolivar

–

(52.5)

(11.9)

–

Purchase of shares in prior years

–

(88.1)

72.4

–

Inter-company financing

–

442.3

381.0

–

Purchase consideration settled in cash

–

2,341.8

(5.9)

–

Cash and cash equivalents in subsidiary acquired

–

(36.7)

375.1

–

Cash outflow on acquisition

–

2,305.1

The R2,305.1 million net cash paid is included in the
purchase of subsidiaries on the cash flow statement.

Figures in millions unless otherwise stated

United States Dollars

South African Rand

2006

2007

2006

27.

ADDITIONAL CASH FLOW INFORMATION continued

(d)

Acquisition of Sociedad Minera La Cima SA
On 11 January 2006, the Group acquired 92% of the
voting interest (80.7% of the economic interest) in
Sociedad Minera La Cima SA, which owns the Cerro
Corona Project and other mineral properties in the
Cajamarca district in Northern Peru. The acquisition
is a project and therefore did not contribute revenue
or profit to the Group.

Details of the net assets acquired are as follows:

Purchase consideration

40.5

–

– cash paid

–

245.1

–

– direct costs relating to the acquisition

–

40.5

–

Total purchase consideration

–

245.1

40.5

Fair value of the net assets acquired

–

245.1

–

The fair value of the assets and liabilities acquired are:

47.7

–

Property, plant and equipment

–

288.4

0.2

–

Trade and other receivables

–

0.9

(2.5)

–

Trade and other payables

–

(15.4)

(1.5)

–

Cash and cash equivalents

–

(9.1)

43.9

–

Net assets

–

264.8

(3.4)

–

Minority shareholders' interest (19.3%)

–

(19.7)

40.5

–

Fair value of the net assets acquired

–

245.1

40.5

–

Purchase consideration settled in cash

–

245.1

1.5

–

Cash and cash equivalents in subsidiary acquired

–

9.1

42.0

–

Cash outflow on acquisition

–

254.2

The R254.2 million net cash paid is included in the
purchase of subsidiaries on the cash flow statement.

28.

RETIREMENT BENEFITS

All employees are members of various defined contribution retirement schemes.

Contributions to the various retirement schemes are fully expensed during the year in which they are incurred. The cost of
providing retirement benefits for the year amounted to R403.9 million (2006: R327.0 million).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

228

GOLD FIELDS 2007

229

Figures in millions unless otherwise stated

United States Dollars

South African Rand

2006

2007

2006

29.

COMMITMENTS

Capital expenditure

665.2

2,075.4

– authorised

14,839.4

4,942.5

254.3

207.0

– contracted for

1,479.8

1,889.5

Operating leases

0.7

1.1

– within one year

7.7

5.5

1.9

2.0

– later than one and not later than five years

14.3

14.2

–

0.2

– later than five years

1.7

–

33.7

43.0

Guarantees and other commitments

307.6

250.7

Included in guarantees is an amount of R236.0 million in
favour of the Public Investment Commissioner (PIC) for a loan
advanced by the PIC to Mvelaphanda Resources Limited.
GFL Mining Services Limited will receive a fee equal to 3.5%
of the rolled up value of the loan in terms of the agreement.
The pro-rata fee earned to date is included under other income.

Commitments will be funded from internal sources and to the
extent necessary from borrowings.

30.

CONTINGENT LIABILITIES

No material claims have been filed against the Group.

World Gold Council
Gold Fields is a member of the World Gold Council. In terms of the membership agreement, all members are responsible
for certain costs, including ongoing costs on a three year rolling basis, winding up costs, if applicable, and various other
contingent liabilities. Apportionment of liabilities to individual members, should they arise, is done proportionate to the
member's production relative to the total production of all members. To date, no claims have been made on Gold Fields.

31.

LINES OF CREDIT

The Group has unutilised lines of credit of R3.0 billion at 30 June 2007.

32.

EVENTS AFTER THE BALANCE SHEET DATE

On 31 July 2007, Gold Fields declared a dividend of 95 cents per share.

33.

RISK MANAGEMENT ACTIVITIES

In the normal course of its operations, the Group is exposed to commodity price, currency, interest rate, liquidity and credit
risk. In order to manage these risks, the Group has developed a comprehensive risk management process to facilitate
control and monitoring of these risks.

Concentration of credit risk
The Group's financial instruments do not represent a concentration of credit risk as the Group deals with a number of major
banks. Accounts receivable are regularly monitored and assessed and where necessary an adequate level of provision is
maintained.

A formal process of allocating counterparty exposure and prudential limits is approved by the audit committee and is applied
under the supervision of the Group's Executive Committee. Facilities requiring margin payments are not engaged.

33.

RISK MANAGEMENT ACTIVITIES continued

Foreign currency and commodity price risk
In the normal course of business the Group enters into transactions for the sale of its gold, denominated in US dollars. In
addition, the Group has assets and liabilities in a number of different currencies (primarily US Dollars, Venezuelan Bolivars
and Australian dollars). As a result, the Group is subject to transaction and translation exposure from fluctuations in foreign
currency exchange rates.

Due to the fact that US$165.0 million of debt was drawn down to acquire the St Ives and Agnew operations, it was deemed
prudent to establish Australian Dollar/United States Dollar instruments to protect the cash flows of the operations in the
event of the strengthening of the Australian Dollar. In line with this decision US$500.0 million of United States
dollar/Australian dollar currency financial instruments were established over five years in respect of the St Ives and Agnew
operations. The instruments are a combination of outright forwards and options and provide protection at exchange rates
ranging between 49 and 52 US cents.

On 7 January 2004, the remaining instruments were closed out. The existing forward purchases of dollars and the put and
call options were closed out by entering into equal and opposite transactions. The close out of the outstanding portion of
US$275.0 million was at an average spot rate of 0.7670 US$/AU$. Subsequent to this, on 7 May 2004, the future US dollar
values were fixed in Australian dollars at a spot rate of 0.715 US$/AU$, to take advantage of the weakened Australian dollar
against the US dollar at that time.

In order to participate in any further Australian dollar appreciation, a strip of quarterly maturing Australian dollar/United
States dollar call options were purchased in respect of an amount of US$275 million of which the value dates and amounts
match the dates of the original structure.The average strike price of these options is 0.7670 US$/AU$. All of these
instruments were realised within 2007 (2006: US$75.0 million).

In so far as South African Rand/United States Dollar exposures are concerned, the Group does not have a general policy
of hedging these exposures, but will from time to time establish positions on an opportunistic basis. In line with this policy,
forward cover of US$30.0 million (2006: US$30.0 million) was purchased to cover any US dollar commitments payable from
South Africa. This forward cover was closed out on 20 March 2007.

In addition to the abovementioned forward cover the Group hedged two of the Group US dollar liabilities during the year.
The one was to cover the settlement of US$600 million of a total US$1.2 billion loan facility in February 2007. Forward cover
of US$550.8 million was purchased at an average forward rate of R7.3279/US$ to hedge a foreign currency loan.

Gold Fields Ghana purchased a one year Asian style (average monthly price) call option in respect of 58.8 million litres of
diesel, settled monthly, to protect against adverse energy price movements. The Asian style call options expired on 30 June
2007. A premium of US$2.5 million was incurred on these options and losses of US$2.5 million (R18 million) were recognised.
In 2005 Gold Fields Ghana entered into a similar contract for 51.6 million litres of diesel which was closed out in May 2006.
A premium of US$1.7 million was incurred on these options and gains of US$1.4 million (R18 million) were realised.

The Group's general policy with regard to its exposure to the dollar gold price is to remain unhedged. However, hedges are
sometimes undertaken on a project specific basis (refer Accounting Policies).As a result of the acquisition of Western Areas,
Gold Fields inherited the gold derivative structure held by Western Areas which was a combination of put and call options
extending up to 2014. The derivative structure was closed out on 24 January 2007 at a net cost of US$528 million.

Interest rate and liquidity risk
Fluctuations in interest rates impact on the value of short-term investment and financing activities, giving rise to interest
rate risk.

In the ordinary course of business, the Group receives cash proceeds from its operations and is required to fund working
capital and capital expenditure requirements. The cash is managed to ensure surplus funds are invested to maximise returns
whilst ensuring that capital is safeguarded to the maximum extent possible by investing only with top financial institutions.

Uncommitted borrowing facilities are maintained with several banking counterparties to meet the Group's normal and
contingency funding requirements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

230

GOLD FIELDS 2007

231

34.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in an arm’s-
length transaction between willing parties. The estimated values of the Group's financial instruments are:

30 June 2007

30 June 2006

R million

R million

Carrying

Fair

Carrying

Fair

amount

value

amount

value

Financial assets
Cash and cash equivalents

2,334.0 2,334.0 1,617.5

1,617.5

Current portion of financial instruments

–

225.9 225.9

Accounts receivable

2,100.6 2,100.6 1,087.3 1,087.3

Environmental trust fund

627.7 627.7 484.0 484.0

Investments

2,236.2 2,236.2

2,464.7 2,464.7

Financial liabilities
Accounts payable

3,464.4 3,464.4 2,293.7 2,293.7

Current portion of long-term liabilities

355.4 355.4

321.7 321.7

Long-term liabilities

6,533.7 6,537.9

2,021.6 2,044.9

30 June 2007

30 June 2006

US$ million

US$ million

Carrying Fair

Carrying Fair

amount

value

amount

value

Financial assets
Cash and cash equivalents

326.4 326.4

217.7 217.7

Current portion of financial instruments

–

30.4 30.4

Accounts receivable

293.8 293.8 146.3 146.3

Environmental trust fund

87.8 87.8 65.1 65.1

Investments

312.7 312.7

331.7 331.7

Financial liabilities
Accounts payable

484.6 484.6 308.6 308.6

Current portion of long-term liabilities

49.7 49.7

43.3 43.3

Long-term liabilities

913.8 914.4

272.1 275.2

The following methods and assumptions were used to estimate the fair value of each class of financial instrument.

Accounts receivable, accounts payable and cash and cash equivalents
The carrying amounts approximate fair values due to the short maturity of these instruments.

Investments, environmental trust fund and long- and short-term liabilities
The fair value of publicly traded instruments is based on quoted market values. The environmental trust fund is stated at
fair value based on the nature of the fund's investments. Refer to note 20, for a discussion on the fair value of long- and
short-term liabilities.

Financial instruments

A discussion on the fair value of currency financial instruments continues in note 34.

34.

FAIR VALUE OF FINANCIAL INSTRUMENTS continued

Currency financial instruments

Currency financial instruments that existed during the year or that remain at year-end are described in the schedule below.

Western Areas Limited Gold Derivative Structure

On 21 May 2007 the JP Morgan bridge loan facility was repaid, through refinancing with Barclays Bank and ABN AMRO

bank as follows: US$500 million at 5.6561 per cent per annum and US$51 million at 5.6061 per cent per annum. The first

interest payment date on the new facility is 6 August 2007.

Diesel hedge

On 3 July 2006, Gold Fields Ghana purchased a one year Asian style (average monthly price) call option in respect of

58.8 million litres of diesel, settled monthly, to protect against adverse energy price movements. The call option resulted in

a premium of US$2.5 million, paid upfront, at a strike price of US$0.5716 per litre (US$676.20 per metric ton). This structure

expired on 30 June 2007.

Subsequent to year-end, Gold Fields Ghana Holdings (BVI) Limited purchased a three month Asian style option in respect

of 15 million litres of diesel, starting 1 July 2007. The call option resulted in a premium of US$0.3 million, paid upfront, at a

strike rate of US$0.5572 per litre.

US dollars/Rand forward purchases

As a result of the draw down under the bridge loan facility to settle the close-out of the gold derivative structure,

US dollars/Rand forward cover was purchased during the March quarter for the amount of US$550.8 million for settlement

6 August 2007, at an average forward rate of 7.3279. This cover was established at an average spot rate of 7.1918. For

accounting purposes, this forward cover has been designated as a hedging instrument. As a result the gains and losses on

the US$550.8 million forward cover have been accounted for under (loss)/gain on foreign exchange along with gains and

losses on the underlying loan that has been hedged.

Year ended 30 June

US dollar/Rand

2008

Total

Forward exchange contracts

Amount (US dollars) (000's)

550,800

Average forward rate (R/US$)

7.3279

The marked to market value of the US$550.8 million forward cover is negative by R77 million (US$10.8 million) at

30 June 2007.

Mvela transaction – Right of Exchange

In terms of the Right of Exchange, Mvela Gold and Gold Fields have the right to require the exchange of the GFIMSA

shares in return for the issue to Mvela Gold of new ordinary shares in Gold Fields. The minimum and maximum number of

Gold Fields shares that will be issued by Gold Fields following the exercise of the Right of Exchange is 45 million and

55 million respectively. The marked to market value of the cap and floor issued by Gold Fields is a negative R21.0 million

(US$2.9 million) as at 30 June 2007.

Based on current market conditions and exchange methodology, the number of shares that would be issued is 47.0 million

at 30 June 2007.

35.

RELATED PARTY TRANSACTIONS

None of the directors, officers or major shareholders of Gold Fields or, to the knowledge of Gold Fields, their families, had

any interest, direct or indirect, in any transaction during the last two fiscal years or in any proposed transaction which has

affected or will materially affect Gold Fields or its investment interests or subsidiaries, other than as stated below.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

232

GOLD FIELDS 2007

233

35.

RELATED PARTY TRANSACTIONS continued

Mvelaphanda transaction
On 8 March 2004, shareholders of both Gold Fields Limited (Gold Fields) and Mvelaphanda Resources Limited (Mvela
Resources) voted decisively in favour of all shareholder resolutions necessary to implement the transaction in terms of
which Mvelaphanda Gold (Pty) Limited (Mvela Gold), a wholly-owned subsidiary of Mvela Resources, will acquire a 15 per
cent beneficial interest in the South African gold mining assets of Gold Fields, including the world-class Beatrix, Driefontein
and Kloof mines for a cash consideration of R4,139 million. All conditions precedent to the transaction were fulfilled
following the completion by Mvela Resources of a domestic and international private placement on 15 March 2004.

In terms of the Right of Exchange, Mvela Gold and Gold Fields have the right to require the exchange of the GFIMSA
shares in return for the issue to Mvela Gold of new ordinary shares in Gold Fields. The minimum and maximum number of
Gold Fields shares that will be issued by Gold Fields following the exercise of the Right of Exchange is 45 million and
55 million respectively.

Following completion of the private placement Mvela Gold advanced a loan of R4,139 million (the GFI-SA Loan) to GFI
Mining South Africa (Pty) Limited (GFI-SA), a wholly owned subsidiary of Gold Fields, on 17 March 2004. This loan was
financed by way of commercial bank debt of approximately R1,349 million, mezzanine finance of R1,100 million (which
includes R200 million of redeemable preference shares in Micawber 325 (Pty) Limited subscribed for by Gold Fields) and
the balance of approximately R1,690 million raised by the Mvela Resources private placement, (which includes
R100 million of equity in Mvelaphanda Resources Limited subscribed for by Gold Fields as part of the above private
placement). At the end of five years, the GFI-SA loan will be repaid and Mvela Gold will subscribe for 15 per cent of the
share capital of GFI-SA.

The proceeds of the GFI-SA Loan have been applied towards settling R4.1 billion of the R4.7 billion payable by GFI-SA to
Beatrix Mining Ventures Limited, Driefontein Consolidated (Pty) Limited and Kloof Gold Mining Company Limited following
implementation of the internal reorganisation pursuant to which GFI-SA has acquired the gold mining assets of these
companies as well as ancillary assets.

Gold Fields believes that this transaction satisfies the 15 per cent Historically Disadvantaged South African ownership
requirements of the scorecard attached to the Broad Based Socio-Economic Mining Scorecard for the South African mining
industry and looks forward, following implementation of this landmark BEE transaction, to working with Mvela Resources
to satisfy the other requirements of the scorecard.

In terms of the transaction, and in furthering its empowerment objectives, Mvela Gold appointed two nominees out of a
maximum of seven to the GFI-SA board, and has appointed two members to each of GFI-SA’s Operations Committee and
Transformation Committee, which latter committee will be established to monitor compliance with the Mining Charter and
other transformation objectives.

New Africa Mining Fund
John G Hopwood, a director of Gold Fields Limited, is a Trustee of New Africa Mining Fund and is the Chairman of the New
Africa Mining Fund Investment Committee. Gold Fields has been instrumental in the formation of the New Africa Mining
Fund and is a significant investor in the fund. The fund has as its objectives the promotion of black economic empowerment
and the transformation of the South African mining industry by facilitating junior mining projects.

As at 30 June 2007 Gold Fields Limited has contributed net R20.7 million and has provided a commitment to fund R50.0 million.

Mvelaphanda Resources Limited
Tokyo MG Sexwale a non-executive director of Gold Fields is an Executive Director on the Board of Mvelaphanda
Resources Limited, or Mvela Resources. On 10 July 2002, Gold Fields announced that it had granted Mvela Resources
participation rights of a minimum of 5% and a maximum of 15% in any new Gold Fields precious metals exploration projects
in Africa, beginning 1 March 2002. In consideration for the transaction Mvela Resources will issue to Gold Fields options to
subscribe for shares in Mvela Resources at a 10% premium to the five day weighted average trading price on the JSE
Securities Exchange South Africa.

35.

RELATED PARTY TRANSACTIONS continued

Mvelaphanda Resources Limited (continued)

Mvela Resources initially issued Gold Fields options to subscribe for shares with a value of R10.0 million. Thereafter, each

year Mvela Resources will issue to Gold Fields options to subscribe for shares with a value equal to half of the amount

spent by Gold Fields on the precious metals exploration projects covered by the agreement between the parties during that

year. To date Gold Fields has been issued with 4,047,858 options.

During 2007 Gold Fields exercised 1,375,584 of the options and converted them to 1,375,584 shares for an additional

payment of R23.3 million.

The term of the agreement is five years. This transaction was approved by Mvela Resources shareholders on 21 August

2002. In addition Mvela Resources will be obligated to pay for its proportional share of the costs of any exploration project

it elects to participate in.

On 21 August 2007 the agreement expired in accordance with its terms.

Rand Refinery Limited

GFL Mining Services Limited has an agreement with Rand Refinery Limited (Rand Refinery), in which Gold Fields holds a

34.9% (2006: 33.1%) interest, providing for the refining of substantially all of Gold Fields' South African gold production by

Rand Refinery. The increase in the shareholding is due to the South Deep acquisition during the financial year. On

21 November 2000, GFL Mining Services Limited (GFLMS) entered into an agreement with Rand Refinery in terms of which

GFLMS acts as agent for Rand Refinery with regard to the sale of a maximum of 50% of Gold Fields' South African gold

production. On 1 June 2004, GFLMS has exercised its right, by giving notice to Rand Refinery, to sell all of Gold Fields'

South African gold production with effect from 1 October 2004. Gold Fields Ghana Limited and Abosso Goldfields Limited

also have an agreement with Rand Refinery since March 2002 to transport, refine and sell substantially all of the gold

production from the Tarkwa and Damang mines.

Nicholas J Holland, who is the Chief Financial Officer and a director of Gold Fields, has been a director of Rand Refinery

since 12 July 2000. As a director of GFL Mining Services Limited, which is a wholly owned subsidiary of Gold Fields,

Mr Holland has declared his interest in the contract between Rand Refinery and GFL Mining Services Limited, pursuant to

South African requirements, and has not participated in the decision of Rand Refinery to enter into the agreement with

either of GFL Mining Services Limited, Gold Fields Ghana Limited or Abosso Goldfields Limited. Mr Holland signed the

agreement with Rand Refinery on behalf of GFL Mining Services Limited.

None of the directors or officers of Gold Fields or any associate of such director or officer is currently or has been at any

time during the past two fiscal years indebted to Gold Fields.

Compensation to key management (Executive Committee)

Figures in millions unless otherwise stated

United States Dollars

South African Rand

2006

2007

2006

4.9

4.7

Salaries and other short-term employee benefits

33.7

31.4

1.3

1.2

Share-based payments

8.6

8.5

6.2

5.9

42.3

39.9

36.

SEGMENT REPORTING

The segment information is shown under the financial summary in the segment report on pages 243 and 244.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

234

COMPANY INCOME STATEMENT

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

235

Figures in millions unless otherwise stated

South African Rand

Restated

Note

2007

2006

Share-based payments

(89.9)

(67.6)

Amortisation of financial guarantees

41.3

33.9

Foreign exchange loss on revaluation of financial guarantees

(2.5)

–

Other income/(expenses)

1.9

(62.3)

Loss before taxation

(49.2)

(96.0)

Taxation

3.1

(11.5)

Loss for the year

(46.1)

(107.5)

The accompanying notes form an integral part of these financial statements.

COMPANY BALANCE SHEET

AT 30 JUNE 2007

GOLD FIELDS 2007

236

Figures in millions unless otherwise stated

South African Rand

Restated

Notes

2007

2006

ASSETS

Non-current asset
Investments

27,177.8

9,623.5

Current asset
Trade and other receivables

19.1

12.5

Total assets

27,196.9

9,636.0

EQUITY AND LIABILITIES

Share capital

326.1

247.4

Share premium

28,138.1

9,739.9

Reserves

247.4

157.7

Accumulated loss

(1,794.1)

(617.0)

Shareholders' equity per statement

26,917.5

9,528.0

Current liabilities

279.4

108.0

Trade and other payables

1.0

0.3

Financial guarantees

266.5

92.5

Taxation

11.9

15.2

Total equity and liabilities

27,196.9

9,636.0

The accompanying notes form an integral part of these financial statements.

COMPANY STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

237

Figures in millions unless otherwise stated

Number

Accu-

Fair

Share-

mulated

Total

ordinary

Ordinary

value

based

(loss)/

share-

shares

share

Share adjustment

payment

retained

holders'

issued

capital

premium

reserve

earnings

equity

SOUTH AFRICAN RAND

Balance at 30 June 2005

492,294,226 246.1

9,623.2

0.2 89.7 (158.1)

9,801.1

Effect of adopting IAS 39
IFRS 4 (Amendment)

–

43.1

Balance at 30 June 2005 –
restated

492,294,226 246.1

9,623.2

0.2 89.7 (115.0)

9,844.2

Net loss

–

(107.5) (107.5)

Share-based payments

–

67.6 –

67.6

Dividends

–

(394.5) (394.5)

Shares repurchased and
cancelled

(1,000,000)

(0.5) (74.4)

–

(74.9)

Exercise of employee share
options

3,530,497 1.8

191.1 –

–

192.9

Mark-to-market gain on
listed investment

–

0.2

–

0.2

Balance at 30 June 2006 –
Restated

494,824,723

247.4 9,739.9

0.4 157.3 (617.0) 9,528.0

Net loss

–

(46.1)

Share-based payments

–

89.9 –

89.9

Dividends

–

(1,131.0) (1,131.0)

Shares issued in connection
with capital raising

90,850,000

45.5

10,231.7

–

10,277.2

Shares issued in connection
with the acquisition of
subsidiaries

65,098,754

32.5 8,297.1

–

8,329.6

Transaction costs relating
to issue of shares

–

(207.4)

–

(207.4)

Exercise of employee
share options

1,384,589

0.7

76.8

–

77.5

Mark-to-market gain on
listed investment

–

(0.2)

–

(0.2)

Balance at 30 June 2007

652,158,066

326.1

28,138.1

0.2

247.2

(1,794.1)

26,917.5

The accompanying notes form an integral part of these financial statements.

Figures in millions unless otherwise stated

South African Rand

Restated

Notes

2007

2006

Cash flows from operating activities

(1,135.2)

(473.6)

Cash generated by/(utilised in) operations

1.9

(62.3)

Change in working capital

(5.9)

(15.4)

Cash utilised in operating activities

(4.0)

(77.7)

Tax paid

(0.2)

(1.4)

Net cash utilised in operations

(4.2)

(79.1)

Dividends paid

(1,131.0)

(394.5)

Cash flows from investing activities

(10,094.0)

–

Purchase of investments

(10,094.0)

–

Cash flows from financing activities

11,229.2

473.6

Repayment of long-term loan by subsidiary

1,082.1

355.6

Shares repurchased and cancelled

–

(74.9)

Proceeds from issue of shares

10,147.1

192.9

Net cash

–

Cash and cash equivalents at beginning of the year

–

Cash and cash equivalents at end of the year

–

The accompanying notes form an integral part of these financial statements.

COMPANY CASH FLOW STATEMENT

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

238

NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

239

Figures in millions unless otherwise stated

South African Rand

Restated

2007

2006

TAXATION

South African current taxation
– company tax

3.1

(11.5)

Total tax

3.1

(11.5)

DIVIDENDS

2006 final dividend of 110 cents per share (2005: 40 cents)
declared on 2 August 2006

545.4

196.8

2007 interim dividend of 90 cents per share (2006: 40 cents)
declared on 24 January 2007

585.6

197.7

A final dividend in respect of F2007 of 95 cents per share was approved
by the board of directors on 31 July 2007. This dividend payable is not reflected
in these financial statements.

Total dividends

1,131.0

394.5

INVESTMENTS

Listed
Cost

0.3

0.3

Net unrealised gain on revaluation

0.2

0.4

Carrying value

0.5

0.7

Market value

0.5

0.7

Unlisted
Carrying value

18,746.2

8,439.2

Total listed and unlisted investments

18,746.7

8,439.9

Loans

8,431.1

1,183.6

Total investments

27,177.8

9,623.5

Details of major investments are given on pages 241 and 242.

FINANCIAL GUARANTEES

During F2007, the company adopted IAS 39 and IFRS 4 (Amendment) Financial Guarantee Contracts. The adoption of
the amendment is retrospective and the prior year results for the company have been restated to present the effect of
the adoption of the amendment.

2005 and

The effect of the change is described below

2006

prior years

Amortisation of financial guarantees

33.9

43.1

Increase in profit for the year

33.9

43.1

Increase in investments

169.5

Increase in financial guarantees

92.5

126.4

Figures in millions unless otherwise stated

South African Rand

Restated

2007

2006

FINANCIAL GUARANTEES continued

Gold Fields Limited and certain of its subsidiaries have guaranteed all payments and other
obligations of GFI Mining South Africa (Pty) Limited, Gold Fields La Cima, Orogen Holdings
(BVI) Limited and Gold Fields Operations Limited (formerly known as Western Areas Limited)
related to the Mvela Loan, the Project Finance facility and the Split term credit facility.

Value of unamortised portion of financial guarantees

266.5

92.5

Total financial guarantees

266.5

92.5

CASH GENERATED BY/(UTILISED IN) OPERATIONS

Loss for the year

(46.1)

(107.5)

Taxation

(3.1)

11.5

Loss before non-cash items

(49.2)

(96.0)

Non-cash items:

Share-based payments

89.9

67.6

Amortisation of financial guarantees

(41.3)

(33.9)

Foreign exchange loss on revaluation of financial guarantees

2.5

–

Total cash generated by/(utilised in) operations

1.9

(62.3)

CHANGE IN WORKING CAPITAL

Trade and other receivables

(6.6)

(10.9)

Trade and other payables

0.7

(4.5)

Total change in working capital

(5.9)

(15.4)

TAX PAID

Amount owing at beginning of the year

(15.2)

(5.1)

SA current taxation

3.1

(11.5)

Amount owing at end of the year

11.9

15.2

Total tax paid

(0.2)

(1.4)

DIVIDENDS PAID

Dividends per statement of shareholders' equity

1,131.0

394.5

Total dividends paid

1,131.0

394.5

NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 30 JUNE 2007

GOLD FIELDS 2007

240

MAJOR GROUP INVESTMENTS – DIRECT AND INDIRECT

GOLD FIELDS 2007

241

Group

Book value in holding company

Shares held

beneficial interest

Shares

Loans

Notes

2007

2006

2007

2006

2007

2006

2007

2006

UNLISTED

Abosso Goldfields Limited
– Class "A" shares

38,394,000

38,394,000

71.1

71.1

–

– Class"B" shares

4,266,000

4,266,000

71.1

71.1

–

Agnew Gold Mining
Company (Pty) Limited

54,924,757

54,924,757

100.0

100.0

–

Beatrix Mines Limited

96,549,020

96,549,020

100.0

100.0

206.8

206.8

–

Beatrix Mining Ventures Limited

9,625,001

9,625,001

100.0

100.0

120.4

120.4

(136.8)

(136.8)

GFI Joint Venture
Holdings (Pty) Limited
(formerly Barrick Gold
South Africa (Pty) Limited)

311,668,564

–

100.0

–

Driefontein Consolidated
(Pty) Limited

1,000

1,000

100.0

100.0

–

(13.1)

(13.1)

GFL Mining Services Limited

235,676,387

235,676,386

100.0

100.0 17,425.9

7,331.7

9,191.2

1,943.7

Gold Fields Holdings
Company (BVI) Limited

4,042

4,028

100.0

100.0

–

Gold Fields Ghana Limited

711

711

71.1

71.1

–

GFI Mining South Africa
(Pty) Limited

850

850

100.0

100.0

8.0

8.0

–

Kloof Gold Mining
Company Limited

138,600,000

138,600,000

100.0

100.0

602.8

602.8

(610.2)

(610.2)

Orogen Holdings (BVI) Limited

191

178

100.0

100.0

–

Promotara Minera Guyana S.A.

1,006,700

1,006,700

95.0

95.0

–

Gold Fields La Cima

18,596,000

18,596,000

80.6

80.6

–

Minera Gold Fields S.A.

3,750

3,750

100.0

100.0

–

St Ives Gold Mining
Company (Pty) Limited

281,051,329

281,051,329

100.0

100.0

–

Gold Fields Operations
Limited (formerly Western
Areas Limited)

161,753,619

26,164,098

100.0

16.9

–

Total

18,363.9

8,269.7

8,431.1

1,183.6

Group

Shares held

beneficial interest

2007

2006

2007

2006

OTHER INVESTMENTS

Listed
Aflease Gold Limited

12,500,000

12,500,000

2.5

2.8

Anglo Australian Resources
Limited – shares

7,500,000

32,500,000

1.5

6.6

– options

–

7,500,000

n/a

n/a

Avoca Resources Limited

–

19,849,861

n/a

13.6

CMQ Resources Inc.
– shares

10,710,000

5,000,000

16.4

9.7

– warrants

2,855,000

–

n/a

n/a

Conquest Mining Limited

25,895,897

–

11.0

n/a

Comaplex Minerals Corporation

–

7,628,571

n/a

19.8

Committee Bay Resources
Limited

8,133,333

8,333,333

8.5

15.2

Emed Mining Public Limited

12,737,042

–

10.1

n/a

Gold Quest Mining Corporation
– shares

5,362,500

4,162,500

10.9

9.5

– options

–

1,200,000

n/a

n/a

Lero Gold

5,466,840

–

9.1

n/a

Medoro Resources
– shares

3,963,187

1,813,187

8.0

5.5

– options

1,075,000

–

n/a

n/a

Mvelaphanda Resources
Limited – shares

5,725,584

4,350,000

2.7

2.6

– options

2,672,274

4,047,858

n/a

n/a

Radius Gold Inc.

3,625,124

3,625,124

6.8

6.8

Sargold Resources Corporation

5,833,333

–

9.2

n/a

Sino Gold Limited
– shares

31,658,185

21,208,020

17.5

13.9

– options

1,350,000

1,350,000

n/a

n/a

TLC Ventures Corporation

–

3,341,600

n/a

8.5

Troy Resources NL

3,010,000

–

5.2

n/a

Notes
1 – Incorporated in the Republic of South Africa
2 – Incorporated in Guernsey
3 – Incorporated in Ghana
4 – Incorporated in the British Virgin Islands
5 – Incorporated in Australia
6 – Incorporated in Venezuela
7 – Incorporated in Peru

The interest of Gold Fields Limited in the aggregate amount of the after-taxation profits of its subsidiaries
is R2,437.3 million (2006 restated: R1,685.5 million).

Note: Only major investments are listed individually.

MAJOR GROUP INVESTMENTS – DIRECT AND INDIRECT continued

GOLD FIELDS 2007

242

SEGMENT REPORT

GOLD FIELDS 2007

243

Financial summary – Rand million

South Africa

Ghana

Venezuela

Australia Corporate

Group

South

St Ives/

and

conso-

Driefontein

Kloof

Beatrix

Deep

Tarkwa

Damang Choco 10

Agnew

other

lidation

INCOME STATEMENT

for the year ended
30 June 2007
Revenue

4,666.7

4,226.6

2,483.5

777.2

3,202.9

860.3

259.3

3,216.6

0.0

19,693.1

Operating costs

2,671.5

2,536.1

1,550.7

719.8

1,792.1

633.3

288.6

2,001.1

0.0

12,193.2

Gold inventory change

0.0

13.2

(122.6)

9.9

(35.5)

(110.8)

(0.0)

(245.8)

Operating profit

1,995.2

1,690.5

932.8

44.2

1,533.4

217.1

6.2

1,326.3

(0.0)

7,745.7

Amortisation and depreciation

483.7

544.9

300.6

142.3

292.2

35.0

38.9

1,026.3

137.7

3,001.6

Net operating profit

1,511.5

1,145.6

632.2

(98.1)

1,241.2

182.1

(32.7)

300.0

(137.7)

4,744.1

Other income/(expenditure)

(3.6)

(26.6)

(33.0)

22.7

(3.6)

0.3

15.4

164.7

(674.2)

(537.9)

Current taxation

341.8

91.9

0.5

0.0

267.6

32.5

11.9

146.2

(8.6)

883.8

Deferred taxation

161.8

236.8

227.9

(30.2)

128.1

34.8

7.6

19.9

(98.3)

688.4

Profit/(loss) for the year

1,004.3

790.3

370.8

(45.2)

841.9

115.1

(36.8)

298.6

(705.0)

2,634.0

Profit attributable to:
– Ordinary shareholders

1,004.3

790.3

370.8

(44.3)

598.6

81.8

(35.0)

298.6

(702.6)

2,362.5

– Minority shareholders

0.0

(0.9)

243.3

33.3

(1.8)

0.0

(2.4)

271.5

BALANCE SHEET

as at 30 June 2007
Total assets

6,110.0

4,985.2

2,207.4

5,489.7

3,742.6

734.8

792.8

5,840.8

25,511.6

55,414.9

Total liabilities (excluding
deferred taxation)

1,566.2

1,378.9

647.0

283.5

476.1

145.7

206.5

818.1

6,806.9

12,328.9

Deferred taxation

1,432.7

1,390.7

271.6

0.0

711.1

88.2

(13.1)

458.8

1,639.6

5,979.6

Capital expenditure

815.0

775.8

592.8

283.4

775.6

227.9

165.0

751.5

1,708.8

6,095.8

Note 1: Indicative as tax is provided in the holding company.
The above is a geographical analysis presented by location of assets.

South Deep was acquired effective from 1 December 2006.

South Africa

Ghana

Venezuela

Australia Corporate

Group

St Ives/

and

conso-

Driefontein

Kloof

Beatrix

Tarkwa

Damang Choco 10

Agnew

other

lidation

INCOME STATEMENT

for the year ended 30 June 2006
Revenue

3,839.5

3,067.2

2,002.6

2,386.9

787.8

108.0

2,412.7

0.0

14,604.7

Operating costs

2,419.8

2,280.6

1,404.8

1,354.7

496.4

56.0

1,512.4

(0.0)

9,524.7

Gold inventory change

0.0

(32.9)

17.7

(2.5)

(41.1)

0.0

(58.8)

Operating profit

1,419.7

786.6

597.8

1,065.1

273.7

54.5

941.4

0.0

5,138.8

Amortisation and depreciation

451.2

464.9

249.3

240.3

25.1

13.2

525.0

105.6

2,074.6

Net operating profit

968.5

321.7

348.5

824.8

248.6

41.3

416.4

(105.6)

3,064.2

Other income/(expenditure)

(43.1)

(22.9)

(41.8)

4.7

5.9

(0.9)

9.7

(180.3)

(268.7)

Current taxation

201.5

0.0

0.2

166.4

53.1

19.4

59.8

77.9

578.3

Deferred taxation

78.9

88.9

121.2

36.9

27.2

0.0

114.5

(22.0)

445.6

Profit/(loss) for the year

645.0

209.9

185.3

626.2

174.2

21.0

251.8

(341.8)

1,771.6

Profit attributable to:
– Ordinary shareholders

645.0

209.9

185.3

445.2

123.9

19.9

251.8

(336.9)

1,544.1

– Minority shareholders

0.0

181.0

50.3

1.1

0.0

(4.9)

227.5

BALANCE SHEET

as at 30 June 2006
Total assets

3,910.5

3,130.0

1,388.8

2,881.5

627.8

827.8

4,721.3

14,147.5

31,635.2

Total liabilities (excluding deferred taxation)

1,287.0

1,132.8

596.9

394.6

133.0

165.9

572.9

1,799.3

6,082.4

Deferred taxation

1,270.9

1,154.0

43.6

606.8

55.8

0.0

392.6

2,027.6

5,551.3

Capital expenditure

543.3

482.7

447.3

299.7

163.8

33.3

454.2

217.3

2,641.6

The above is a geographical analysis presented by location of assets.

Choco 10 was acquired effective from 1 March 2006.

This segment has been restated in line with the change in accounting policy i.e. Ore Reserve Development costs are capitalised and amortised.

Financial summary – US dollar million

South Africa

Ghana

Venezuela

Australia Corporate

Group

South

St Ives/

and

conso-

Driefontein

Kloof

Beatrix

Deep

Tarkwa

Damang Choco 10

Agnew

other

lidation

INCOME STATEMENT

for the year ended
30 June 2007
Revenue

648.2

587.0

344.9

107.9

444.8

119.5

36.0

446.8

(0.0)

2,735.2

Operating costs

371.0

352.2

215.4

100.0

248.9

88.0

40.1

277.9

0.0

1,693.5

Gold inventory change

0.0

1.8

(17.0)

1.4

(4.9)

(15.4)

(0.0)

(34.1)

Operating profit

277.1

234.8

129.6

6.1

213.0

30.2

0.9

184.2

(0.0)

1,075.8

Amortisation and depreciation

67.2

75.7

41.8

19.8

40.6

4.9

5.4

142.5

19.1

416.9

Net operating profit

209.9

159.1

87.8

(13.6)

172.4

25.3

(4.5)

41.7

(19.1)

658.9

Other income/(expenditure)

(0.5)

(3.7)

(4.6)

3.2

(0.5)

0.0

2.1

22.9

(93.6)

(74.7)

Current taxation

47.5

12.8

0.1

0.0

37.2

4.5

1.7

20.3

(1.2)

122.8

Deferred taxation

22.5

32.9

31.7

(4.2)

17.8

4.8

1.1

2.8

(13.7)

95.6

Profit/(loss) for the year

139.5

109.8

51.5

(6.3)

116.9

16.0

(5.1)

41.5

(97.9)

365.8

Profit attributable to:
– Ordinary shareholders

139.5

109.8

51.5

(6.2)

83.1

11.4

(4.9)

41.5

(97.6)

328.1

– Minority shareholders

0.0

(0.1)

33.8

4.6

(0.3)

0.0

(0.3)

37.7

BALANCE SHEET

as at 30 June 2007
Total assets

854.5

697.2

308.7

767.9

523.4

102.8

110.9

816.9

3,568.0

7,750.3

Total liabilities (excluding
deferred taxation)

219.0

192.9

90.5

39.7

66.6

20.4

28.9

114.4

952.0

1,724.3

Deferred taxation

200.4

194.5

38.0

0.0

99.5

12.3

(1.8)

64.2

229.3

836.3

Capital expenditure

113.2

107.8

82.3

39.4

107.7

31.7

22.9

104.4

237.3

846.6

Note 1: Indicative as tax is provided in the holding company. The above is a geographical analysis presented by location of assets.

South Deep was acquired effective from 1 December 2006. US Dollar figures may not add as they are rounded independently.

Exchange rates applied: Rate at year end US$1 = R7.15 Average for the year US$1 = R7.20

South Africa

Ghana

Venezuela

Australia Corporate

Group

St Ives/

and

conso-

Driefontein

Kloof

Beatrix

Tarkwa

Damang Choco 10

Agnew

other

lidation

INCOME STATEMENT

for the year ended
30 June 2006
Revenue

599.9

479.3

312.9

373.0

123.1

17.1

377.0

0.0

2,282.0

Operating costs

378.1

356.3

219.5

211.7

77.6

8.8

236.3

(0.0)

1,488.2

Gold inventory change

0.0

(5.1)

2.8

(0.4)

(6.4)

0.0

(9.2)

Operating profit

221.8

122.9

93.4

166.4

42.8

8.6

147.1

0.0

802.9

Amortisation and depreciation

70.5

72.6

39.0

37.5

3.9

2.1

82.0

16.5

324.2

Net operating profit

151.3

50.3

54.5

128.9

38.8

6.5

65.1

(16.5)

478.8

Other income/(expenditure)

(6.7)

(3.6)

(6.5)

0.7

0.9

(0.1)

1.5

(28.2)

(42.0)

Current taxation

31.5

0.0

26.0

8.3

3.1

9.3

12.2

90.4

Deferred taxation

12.3

13.9

18.9

5.8

4.3

0.0

17.9

(3.4)

69.6

Profit/(loss) for the year

100.8

32.8

29.0

97.8

27.2

3.3

39.3

(53.4)

276.9

Profit attributable to:
– Ordinary shareholders

100.8

32.8

29.0

69.6

19.4

3.1

39.3

(52.6)

241.4

– Minority shareholders

0.0

28.3

7.9

0.2

0.0

(0.8)

35.5

BALANCE SHEET

as at 30 June 2006
Total assets

526.3

421.3

186.9

387.8

84.5

111.4

635.4

1,904.1

4,257.7

Total liabilities (excluding deferred taxation)

173.2

152.5

80.3

53.1

17.9

22.3

77.1

242.2

818.6

Deferred taxation

171.0

155.3

5.9

81.7

7.5

0.0

52.8

272.9

747.1

Capital expenditure

84.9

75.4

69.9

46.8

25.6

5.3

71.0

34.0

412.8

The above is a geographical analysis presented by location of assets.

Choco 10 was acquired effective from 1 March 2006.

US dollar figures may not add as they are rounded independently. Exchange rates applied: Rate at year end US$1 = R7.43
Average for the year US$1 = R6.40 except Choco 10 which averaged US$1 = R6.33 from the effective date of 1 March 2006.
This segment has been restated in line with the change in accounting policy i.e. Ore Reserve Development costs are capitalised and amortised.

SEGMENT REPORT continued

GOLD FIELDS 2007

244

SHAREHOLDERS’ INFORMATION

ANALYSIS OF SHAREHOLDERS’ INFORMATION AT 30 JUNE 2007

GOLD FIELDS 2007

245

Number of

Shareholder spread

shareholders

shares

1 –

1,000 shares

16,089

81.14

3,781,262

0.58

1,001 –

10,000 shares

2,860

14.42

8,519,234

1.31

10,001 –

100,000 shares

597

3.01

20,341,768

3.12

100,001 –

1,000,000 shares

231

1.16

65,799,751

10.09

1,000,001 shares and over

0.26

553,716,051

84.91

19,829

100.00

652,158,066

100.00

Number of

Distribution of shareholders

shareholders

Shares

Banks

296 1.49

470,231,267

72.10

Corporations

250 1.26

420,033 0.06

Endowment

Funds

36 0.18

424,845 0.07

Individuals

15,644

78.89

10,191,359

1.56

Insurance

Companies

68 0.34

34,819,596 5.34

Investment

Companies

69 0.35

3,615,963 0.55

Medical

Aid

Schemes

14 0.07

276,079 0.04

Mutual

Funds

338 1.70

34,848,233 5.34

Nominees and Trusts

2,034

10.26

5,019,880

0.77

Other

Corporations

202 1.02

4,351,709 0.67

Pension

Funds

329 1.66

63,444,015 9.73

Private

Companies

492 2.48

21,414,402 3.28

Public

Companies

55 0.28

2,966,552 0.45

Trusts

2 0.01

134,133 0.02

19,829

100.00

652,158,066

100.00

Number of

Public/non-public shareholders

shareholdings

Shares

Non – Public Shareholders

0.02

224,002

0.03

Directors and Associates of the Company

0.01

89,869

0.02

Share Trusts

0.01

134,133

0.02

Public Shareholders

19,817

99.98

651,949,104

99.97

19,829

100.00

652,158,066

100.00

Number of

Beneficial shareholders holding of 3% or more

Shares

Capital Group

62,692,573

9.61

Bank of New York Unrestricted Depository Receipts

55,894,720

8.57

BlackRock Investment Management (UK) Ltd

43,970,570

6.59

Old Mutual Group

41,321,120

6.34

Public Investment Corporation

36,259,324

5.56

Fidelity Group

27,308,572

4.19

Number of

Foreign Custodian shareholders holding of 3% or more

Shares

Bank of New York Unrestricted Depositary Receipts

189,422,602

29.03

Bank of New York (Custodian)

77,702,150

11.91

JPMorgan Chase (Custodian)

75,386,412

11.55

State Street Bank & Trust Co (Custodian)

28,245,701

4.33

OPERATING AND FINANCIAL INFORMATION BY MINE continued

GOLD FIELDS 2007

246

South African operations

Driefontein

Gold produced

Net earnings

Tons

Yield

000'

Cash cost

Year to 30 June

milled

g/ton

Kilogram

ounces

US$/oz

Rand Mil.

US$ Mil.

1952-1994 151,090,000 17.7 2,669,887 85,839 n/a n/a n/a

1995

5,310,000

10.5

55,777

1,793

192

n/a

1996

5,023,000

9.5

47,842

1,538

235

n/a

1997

5,093,000

9.0

46,071

1,481

241

441.9

98.0

1998

5,167,000

9.3

47,927

1,541

236

881.8

180.5

1999

5,466,000

8.5

46,487

1,495

199

15.2

2.5

2000

5,608,000

7.8

43,497

1,398

213

229.5

36.2

1952-2000

182,757,000

16.2

2,957,488

95,085

n/a

2001

6,551,000

6.4

42,031

1,351

184

413.0

54.3

2002

6,587,000

6.3

41,263

1,327

158

877.5

87.2

2003

6,370,000

6.0

38,516

1,238

202

725.4

80.0

2004

6,438,000

5.5

35,494

1,141

311

436.7

63.3

1952-2004

208,703,000

14.9

3,114,792

100,143

n/a

2005

6,694,000

5.4

36,162

1,163

292

332.1

53.5

2006

6,867,000

5.2

35,755

1,150

315

645.0

100.8

2007

6,652,000

4.8

31,618

1,017

348

1,004.3

139.5

Total

228,916,000

14.1

3,218,327

103,472

Includes West Driefontein from 1952 and East Driefontein from 1972.

Combined surface and underground yield.

Kloof

Gold produced

Net earnings

Tons

Yield

000'

Cash cost

Year to 30 June

milled

g/ton

Kilogram

ounces

US$/oz

Rand Mil.

US$ Mil.

1939-1994

191,923,900

9.1

1,755,857

56,452

n/a

1995

5,077,000

9.2

46,673

1,501

260

n/a

1996

4,834,000

8.5

40,970

1,317

302

n/a

1997

4,721,000

8.1

38,187

1,228

308

99.2

21.9

1998

5,180,000

7.7

39,967

1,285

283

(365.4)

(75.0)

1999

4,190,000

10.5

43,965

1,414

205

490.6

81.1

2000

3,936,000

11.0

43,394

1,395

214

199.7

31.5

1939-2000

219,861,900

9.1

2,009,013

64,591

n/a

2001

3,932,000

9.6

37,658

1,211

207

222.5

29.2

2002

4,657,000

7.4

34,236

1,101

179

601.5

59.8

2003

4,838,000

7.3

35,464

1,140

215

600.7

66.2

2004

4,983,000

6.5

32,273

1,038

341

5.8

0.8

1939-2004

238,271,900

9.0

2,148,644

69,080

n/a

2005

4,655,000

6.9

32,258

1,037

330

(39.2)

(6.3)

2006

3,666,000

7.8

28,429

914

374

209.9

32.8

2007

3,829,000

7.5

28,705

923

366

790.3

109.8

Total

250,421,900

8.9

2,238,036

71,955

Includes Venterspost from 1939, Libanon from 1949, Kloof from 1968 and Leeudoorn from 1991.

Combined surface and underground yield.

Includes impairment write-down of R73 million (US$9.6 m).

GOLD FIELDS 2007

247

Beatrix Mine (includes Oryx as from F2000)

Gold produced

Net earnings

Tons

Yield

000'

Cash cost

Year to 30 June

milled

g/ton

Kilogram

ounces

US$/oz

Rand Mil.

US$ Mil.

1985-1994

19,241,000

6.1

116,895

3,758

n/a

1995

2,219,000

6.2

13,781

443

199

n/a

1996

2,351,000

6.4

15,032

483

208

156.0

41.0

1997

2,492,000

6.1

15,257

491

207

208.9

46.2

1998

2,600,000

5.8

15,104

486

212

163.9

33.5

1999

2,658,000

5.5

14,578

469

195

217.7

36.0

2000

3,466,000

6.1

21,034

676

221

366.6

57.8

1985-2000

35,027,000

6.0

211,681

6,806

n/a

2001

3,671,000

5.5

20,126

647

207

(1,432.5)

(188.2)

2002

4,115,000

4.9

20,367

655

173

697.7

69.4

2003

4,722,000

4.3

20,488

659

229

257.4

28.4

2004

5,448,000

3.6

19,437

625

356

(353.8)

(51.3)

1985-2004

52,983,000

5.5

292,099

9,391

n/a

2005

4,181,000

4.6

19,418

624

352

(93.8)

(15.1)

2006

3,551,000

5.2

18,541

596

354

185.3

29.0

2007

3,590,000

4.7

16,903

543

377

370.8

51.5

Total

64,305,000

5.4

346,961

11,155

Beatrix and Oryx became one tax entity as from Financial 2000

Combined surface and underground yield

Includes impairment write-down of R1,558 million ($205 million)

Includes impairment write-down of R426 million ($62 million)

Includes impairment write-down of R60 million (US$10 million)

Oryx Mine (changed name to 4 shaft, known as West section from F2005)

Gold produced

Net earnings

Tons

Yield

000'

Cash cost

Year to 30 June

milled

g/ton

Kilogram

ounces

US$/oz

Rand Mil.

US$ Mil.

1985-1994

2,995,000

1.5

4,421

142

n/a

1995

105,000

2.0

212

n/a

1996

4,000

2.3

n/a

0.9

0.2

1997

573,000

3.2

1,808

n/a

36.2

8.0

1998

908,000

5.4

4,934

159

n/a

34.5

7.1

1999

1,071,000

6.3

6,798

219

n/a

(839.6)

(138.8)

1985-1999

5,656,000

3.2

18,182

585

n/a

(768.0)

(123.5)

Included in Beatrix from F2000.

South Deep

Gold produced

Net earnings

Tons

Yield

000'

Cash cost

Year to 30 June

milled

g/ton

Kilogram

ounces

US$/oz

Rand Mil.

US$ Mil.

2006

1,104,000

4.6

5,076

163

595

(46.8)

(6.5)

Combined surface and underground yield

For the 7 months ended 30 June, since acquisition

OPERATING AND FINANCIAL INFORMATION BY MINE continued

GOLD FIELDS 2007

248

International operations

Ghana Division

Tarkwa Mine

Net earnings

Gold produced

(before minorities

Tons

Yield

000'

Cash cost

Year to 30 June

milled

g/ton

Kilogram

ounces

US$/oz

Rand Mil.

US$ Mil.

1994

200,257

6.5

1,294

n/a

5.4

1.6

1995

208,252

6.1

1,276

326

3.6

1.0

1996

260,698

5.9

1,529

311

6.5

1.7

1997

243,352

6.5

1,570

320

3.2

0.7

1998

235,000

7.3

1,718

286

2.5

0.5

1999

5,024,000

1.3

6,414

206

233

(9.8)

(1.6)

2000

8,017,000

1.1

9,195

296

196

(37.6)

(5.9)

1994-2000

14,188,559

1.6

22,996

739

n/a

2001

11,667,000

1.2

13,680

440

155

232.0

30.5

2002

14,914,000

1.1

16,920

544

171

338.2

33.6

2003

15,210,000

1.1

16,792

540

194

313.6

34.6

2004

16,000,000

1.1

17,107

550

230

299.2

43.4

1994-2004

71,979,559

1.2

87,495

2,813

n/a

1,183.0

142.0

2005

19,633,000

1.1

21,051

677

234

427.5

68.8

2006

21,487,000

1.0

22,060

709

292

626.2

97.8

2007

22,639,000

1.0

21,684

697

333

841.9

116.9

Total

135,738,559

1.1

152,290

4,896

Surface operation from F1999

Damang Mine

Net earnings

Gold produced

(before minorities

Tons

Yield

000'

Cash cost

Year to 30 June

milled

g/ton

Kilogram

ounces

US$/oz

Rand Mil.

US$ Mil.

2002

1,951,000

2.3

4,397

141

200

90.4

8.3

2003

4,877,000

1.9

9,305

299

243

129.1

14.2

2004

5,236,000

1.8

9,589

308

222

239.6

34.7

2002

-2004

12,064,000

1.9

23,291

749

226

459.1

57.3

2005

5,215,000

1.5

7,703

248

282

116.7

18.8

2006

5,328,000

1.4

7,312

235

341

174.2

27.2

2007

5,269,000

1.1

5,843

188

473

115.1

16.0

Total

27,876,000

1.6

44,149

1,419

Combined surface and underground yield

F2002 – For the 5 months ended 30 June, since acquisition

GOLD FIELDS 2007

249

Australia Division

St Ives Mine

Gold produced

Tons

Yield

000'

Cash cost

Year to 30 June

treated

g/ton

Kilogram

ounces

US$/oz

A$/oz

2002

3,398,000

3.1

10,602

341

160

302

2003

5,486,000

2.9

15,966

513

188

323

2004

6,744,000

2.5

16,877

543

297

416

2002

-2004

15,628,000

2.8

43,445

1,397

224

354

2005

6,332,000

2.6

16,393

527

336

447

2006

6,690,000

2.3

15,440

496

339

453

2007

6,759,000

2.2

15,146

487

424

540

Total

35,409,000

2.6

90,424

2,907

Combined surface and underground yield

F2002 – or the 7 months ended 30 June, since acquisition

Agnew Mine

Gold produced

Tons

Yield

000'

Cash cost

Year to 30 June

treated

g/ton

Kilogram

ounces

US$/oz

A$/oz

2002

682,000

3.8

2,569

232

434

2003

1,268,000

3.5

4,466

144

255

437

2004

1,179,000

5.3

6,267

201

226

317

2002

-2004

3,129,000

4.3

13,302

428

237

380

2005

1,170,000

5.6

6,609

212

233

310

2006

1,323,000

5.2

6,916

222

266

355

2007

1,323,000

5.0

6,605

212

295

377

Total

6,945,000

4.8

33,432

1,074

Combined surface and underground yield

For the 7 months ended 30 June, since acquisition

St Ives/Agnew

Net earnings

Year to 30 June

rand mill

US$ Mil

A$ Mil

2002

556.6

50.2

94.7

2003

567.3

62.5

107.2

2004

304.5

44.1

61.9

2002

-2004

1,428.4

156.9

263.8

2005

151.1

24.3

32.4

2006

251.8

39.3

52.6

2007

298.6

41.5

52.8

F2002 – For the 7 months ended 30 June, since acquisition

OPERATING AND FINANCIAL INFORMATION BY MINE continued

GOLD FIELDS 2007

250

Choco 10 Mine

Net earnings

Gold produced

(before minorities

Tons

Yield

000'

Cash cost

Year to 30 June

treated

g/ton

Kilogram

ounces

US$/oz

Rand Mil.

US$ Mil.

2006

454,000

1.7

787

294

21.0

3.3

2007

1,001,000

1.7

1,699

523

(36.8)

(5.1)

Total

1,455,000

1.7

2,486

Combined surface and underground yield

For the 4 months ended 30 June, since acquisition

Global

GRI

Compact

Reference principle

Page

Vision and strategy

1.1

Statement of the organisation’s vision & strategy regarding its contributions

22-23, 92-93

to sustainable development

1.2

Statement from the CEO describing key elements in the report

23-24

Profile

2.1

Name of reporting organisation

Cover

2.2

Major products and/or services including brands

2, 7

2.3

Operational structure of the organisation

IFC, 1

2.4

Description of major divisions operating companies, subsidiaries & joint ventures

1-2

2.5

Countries in which the organisation’s operations are located

1-2

2.6

Nature of ownership

250

2.8

Scale of reporting organisation

1, 2, 136-137

Report scope

2.10

Contact person for the report, not including e-mail & web addresses

2.11

Reporting period

IFC

2.13

Boundaries of the report

IFC

2.14

Significant changes in size, structure, ownership or products/services that

15-23, 183-185

have occurred since the last report

2.15

Basis for reporting on joint ventures, etc or any other situations which can

IFC

significantly affect comparability from period to period

Report profile

2.17

Decisions not to apply GRI principles or protocols in the report

92-93

2.19

Significant changes from previous years in the measurement methods applied

92-93, 115

to key economic environmental & social information

2.22

Means by which report users can obtain additional information and reports

3, 98

about economic, environmental and social aspects of the organisation’s activities,
including facility information (if available)

Governance structure & management systems

3.1

Governance structure of the organisation, including major committees under

144-152

the board of directors that are responsible for setting strategy and for oversight
of the organisation

3.2

% of the board that are independent, non-executive directors

144

3.3

Process for determining the expertise board members need to guide the strategic

145

direction of the organisation, including issues related to environmental and social
risks & opportunities

3.4

Board level processes for overseeing the organisation’s identification &

140-141, 148-149

management of economic, environmental and social risks and opportunities

3.5

Linkage between executive compensation and achievement of organisation’s

22, 134-135, 148

financial and non-financial goals

3.6

Organisation structure and key individuals responsible for oversight implementation

148-149

and audit of economic, environmental, social and related policies

GLOBAL REPORTING INITIATIVE

GOLD FIELDS 2007

251

Global

GRI

Compact

Reference principle

Page

Shareholder engagement

3.10

Approaches to stakeholder consultation reported in terms of frequency of

92-94

consultations by type and by stakeholder group

3.11

Type of information generated by stakeholder consultations

94, 95, 97

3.12

Use of information resulting from stakeholder engagements

94, 95, 97

3.13

Overarching policies and management systems

3.14

4, 5, 7

Externally developed, voluntary economic, environmental and social characters,

92-94, 104, 119,

sets of principles, or other initiatives to which the organisation subscribes

121-124, 130

3.15

Principal memberships in industry and business associations and/or national/

92-94, 121-122

international advocacy organisations

3.16

Policies and/or systems for managing impacts including supply chain management

92-94, 115-117,

and product and service stewardship

123-125

3.19

Programmes and procedures pertaining to economic, environmental and social

116-118

performance (priority & target setting; major programmes to improve performance;
internal communication & training; performance monitoring; internal & external
auditing: and senior management review)

3.20

Status of certification pertaining to economic, environmental and social management

94, 115

systems)

Economic

EC 1

Net sales

137

EC 2

Geographic breakdown of markets

137

EC 3

Cost of all goods, materials and services purchased

136, 137

EC 5

Total payroll & benefits (including wages, pension, other benefits & redundancy

136, 137

payments) broken down by country or region

EC 6

Distributions to providers of capital broken down by interest on debt & borrowings

137

& dividends on all classes of shares, with any arrears of preferred dividends to
be disclosed

EC 7

Increase/decrease in retained earnings at end of period

202-205

EC 8

Total sum of taxes of all types paid broken down by country

137

EC 10

Donations to community, civil society & other groups broken down in terms of

127, 137

cash and in-kind donations per type of group

EC 13

The organisation’s indirect economic impacts

137

Environmental

EN 1

Total materials used other than water by type

116, 121, 124

EN 3

8, 9

Direct energy used segmented by primary source

119-121

EN 5

Total water use

118

EN 8

Greenhouse gas emissions

120-121

EN 9

Use & emissions of ozone depleting substances

120-121

EN 11

Total amount of waste by type

123

EN 14

Significant environmental impacts of principal products & services

115, 125

GLOBAL REPORTING INITIATIVE continued

GOLD FIELDS 2007

252

Global

GRI

Compact

Reference principle

Page

EN 16

Incidents of & fines for non-compliance

117, 126

EN 18

Energy consumption

119-121

EN 20

Water sources & related ecosystems affected by water use

97, 117-118

EN 27

Objectives, programmes & targets to protect & restore native ecosystems

121-122

EN 30

Other relevant indirect greenhouse gas emissions

120-121

EN 31

All production, transport, import or export of any waste deemed hazardous

122-123

EN 32

Water sources & related ecosystems/habitats significantly affected by discharges of

water & run-off

Social performance – labour practices and decent work

LA1

Breakdown of workforce where possible by region/country/status

130-132, 137

(employee/non-employee)

LA2

Net employment creation & average turnover per region/country

130-133

LA 3

% of employees represented by independent TU organisation or other bona fide

130-131

employee representatives or % of employees covered by collective bargaining
agreements

LA5

Practices on recording & notification of occupational accidents & diseases & how

130-131

they relate to ILO code on recording & notification of occupational accidents

and diseases

LA 7

Standard injury, lost day & absentee rates and number of work-related fatalities

103-108

(including sub-contracted workers)

LA 8

Description of policies or programmes on HIV/Aids

111-114

LA 10

Description of equal opportunity policies or programmes, as well as monitoring

98-99, 131-132

systems to ensure compliance & results

LA 12

Employee benefits beyond those legally mandated

133-135

LA 16

Description to support the continued employability of employees & to manage

133-135

career endings

LA 17

Specific policies & programmes skills management or for life-long learning

135

Human Rights

HR 3

1, 2

Description of policies & procedures to evaluate & address human rights

101, 137-139

performance within the supply chain and contractors, including monitoring
systems and results

HR 4

Description of global policy procedures/programmes preventing all forms of

98-100, 130-132

discrimination in operations, including monitoring systems

HR 12

Description of policies, guidelines and procedures to address the needs of

94-96, 130

indigenous people

Society

SO 1

Description of policies to manage impacts on communities & description of

94-96, 127-129

procedures to address this issue

SO 2

Description of policy. Procedures & compliance mechanisms addressing bribery

150

& corruption

GOLD FIELDS 2007

253

NOTICE OF ANNUAL GENERAL MEETING

GOLD FIELDS 2007

254

Gold Fields Limited (Registration number 1968/004880/06)

Share code: GFI

Issuer code: GOGOF

ISIN: ZAE000018123

Notice is hereby given that the annual general meeting of shareholders of Gold Fields Limited will be held at 24 St Andrews Road,

Parktown, Johannesburg, on Friday, 2 November 2007 at 09:00, to consider and, if deemed fit, to pass, with or without

modification, the following ordinary and special resolutions in the manner required by the Companies Act, 61 of 1973, as

amended, and subject to the Listings Requirements of JSE Limited and other stock exchanges on which the company’s ordinary

shares are listed.

Ordinary Resolution Number 1

Adoption of financial statements

“Resolved that the consolidated audited annual financial statements of the company and its subsidiaries, incorporating the

auditors’ and directors’ reports for the year ended 30 June 2007, be received and adopted.”

Ordinary Resolution Number 2

Re-election of director

“Resolved that Ms G Marcus who was appointed to the board on 14 February 2007 and who retires in terms of the articles of

association, and who is eligible and available for re-election, is hereby re-elected as a director of the company.” A brief CV is set

out on page 11 of the annual report.

Ordinary Resolution Number 3

Re-election of director

“Resolved that Mr K Ansah who retires in terms of the articles of association, and who is eligible and available for re-election, is

hereby re-elected as a director of the company.” A brief CV is set out on page 11 of the annual report.

Ordinary Resolution Number 4

Re-election of director

“Resolved that Dr PJ Ryan who retires in terms of the articles of association, and who is eligible and available for re-election, is

hereby re-elected as a director of the company.” A brief CV is set out on page 11 of the annual report.

GOLD FIELDS 2007

255

Ordinary Resolution Number 5

Placement of shares under the control of the directors

“Resolved that, the entire authorised but unissued ordinary share capital of the company from time to time (after setting aside so
many shares as may be required to be allotted and issued by the company in terms of any share plan or scheme for the benefit
of employees and/or directors (whether executive or non-executive) be and is hereby placed under the control of the directors of
the company until the next annual general meeting, on the basis that such directors be and are hereby authorised in terms of
section 221(2) of the Companies Act 61 of 1973, as amended (Companies Act), to allot and issue all or part thereof in their
discretion, subject to the provisions of the Companies Act and the Listings Requirements of JSE Limited.”

Ordinary Resolution Number 6

Issuing equity securities for cash

“Resolved that, pursuant to the articles of association of the company, and subject to the passing of ordinary resolution number
5, the directors of the company be and are hereby authorised until the forthcoming annual general meeting of the company
(whereupon this authority shall lapse unless it is renewed at the aforementioned annual general meeting, provided that it shall
not extend beyond 15 (fifteen) months of the date of this meeting), to allot and issue equity securities for cash subject to the
Listings Requirements of JSE Limited (JSE) and subject to the Companies Act, 61 of 1973, as amended on the following basis:

(a) the allotment and issue of equity securities for cash shall be made only to persons qualifying as public shareholders as

defined in the Listings Requirements of JSE and not to related parties;

(b) equity securities which are the subject of issues for cash:

i. in the aggregate in any one financial year may not exceed 10% of the company’s relevant number of equity securities

in issue of that class;

ii. of a particular class, will be aggregated with any securities that are compulsorily convertible into securities of that class,

and, in the case of the issue of compulsorily convertible securities, aggregated with the securities of that class into
which they are compulsorily convertible;

iii. as regards the number of securities which may be issued (the 10% number), shall be based on the number of securities

of that class in issue added to those that may be issued in future (arising from the conversion of options/convertible
securities), at the date of such application, less any securities of the class issued, or to be issued in future arising from
options/convertible securities issued, during the current financial year, plus any securities of that class to be issued
pursuant to a rights issue which has been announced, is irrevocable and is fully underwritten or acquisition (which had
final terms announced) may be included as though they were securities in issue at the date of application;

(c)

the maximum discount at which equity securities may be issued is 10% (ten per cent) of the weighted average traded price
on the JSE of such equity securities measured over the 30 (thirty) business days prior to the date that the price of the issue
is determined or agreed by the directors of the company;

(d) after the company has issued equity securities for cash which represent, on a cumulative basis within a financial year, 5 per

cent (five per cent) or more of the number of equity securities of that class in issue prior to that issue, the company shall
publish an announcement containing full details of the issue, including the effect of the issue on the net asset value and
earnings per share of the company; and

(e) the equity securities which are the subject of the issue for cash are of a class already in issue or where this is not the case,

must be limited to such securities or rights that are convertible into a class already in issue.”

In terms of the Listings Requirements of the JSE, a 75% majority is required of votes cast in favour of such resolution by all
equity securities holders present or represented by proxy at the general meeting convened to approve the above resolution
regarding the waiver of pre-emptive rights.

NOTICE OF ANNUAL GENERAL MEETING continued

GOLD FIELDS 2007

256

Ordinary Resolution Number 7

Award of rights to non-executive directors under The Gold Fields Limited 2005 Non-executive Share Plan

“Resolved that:

(a) the following non-executive directors are awarded rights to the following numbers of shares in terms of The Gold Fields

Limited 2005 Non-executive Share Plan:

AJ Wright: 4,100;

ii.

K Ansah: 2,700;

iii.

A Grigorian: 2,700;

iv.

JG Hopwood: 2,700;

G Marcus: 1,200;

vi.

JM McMahon: 2,700;

vii. DMJ Ncube: 2,700;

viii. RL Pennant-Rea: 2,700;

ix.

PJ Ryan: 2,700;

TMG Sexwale: 2,700; and

xi.

CI von Christierson: 2,700.

(b) so many unissued ordinary shares in the capital of the company as are necessary to allot and issue the shares in respect

of which rights have been awarded to non-executive directors under this ordinary resolution number 7, be and are hereby
placed under the control of the directors of the company who are specifically authorised in terms of section 221(2) of the
Companies Act 61 of 1973, as amended, to allot and issue all and any of such shares, in accordance with the terms and
conditions of The Gold Fields Limited 2005 Non-executive Share Plan, as same may be amended from time to time.”

Explanatory Note on Resolution Number 7

The reasons for and effect of ordinary resolution number 7 is set out in the directors’ report which forms part of the annual
financial statements of the company, which accompany this notice of annual general meeting. This resolution relates to The Gold
Fields Limited 2005 Non-executive Share Plan. Copies of The Gold Fields Limited 2005 Non-executive Share Plan will be
available for inspection at the registered office of the company from 08:00 to 17:00 until the date of the annual general meeting.

Ordinary Resolution Number 8

Increase of directors’ fees

“Resolved that, the following remuneration shall be payable to directors of the company with effect from 1 January 2008:

(i)

the ordinary board members’ board fee (excluding the chairman of the board) be increased from R110 000 per annum to
R120 000 per annum;

(ii)

the ordinary board members’ attendance fee (excluding the chairman of the board) be increased from R8 125 per meeting
to R8 800 per meeting;

(iii)

the meeting attendance fees payable to directors for attending board committee meetings (excluding the chairman of the
board) be increased from R4 875 per meeting to R5 300 per meeting;

(iv)

the chairman’s fee be increased from R1 000 000 to R1 050 000 per annum;

(v)

the annual retainer for each chairman of the Nominating and Governance Committee, the Safety, Health, Environment and
Community Committee and the Compensation Committee (excluding the chairman of the board) be increased from
R80 000 per annum to R87 000 per annum;

(vi)

the annual retainer for the chairman of the Audit Committee (excluding the chairman of the board) be increased from
R112 000 per annum to R122 000 per annum;

GOLD FIELDS 2007

257

(vii)

the annual retainer for each of the ordinary board members (excluding the chairman of the board) of the Nominating and
Governance Committee, the Safety, Health, Environment and Community Committee and the Compensation Committee
be increased from R40 000 per annum to R43 500 per annum;

(viii)

the annual retainer for each of the ordinary board members (excluding the chairman of the board) of the Audit Committee
be increased from R56 000 per annum to R61 000 per annum; and

(ix)

the travel allowance payable to directors who travel internationally to attend meetings be increased from US$4 000 per
international trip required to US$4 400 per international trip required.

Explanatory note on Resolution Number 8

This resolution is proposed in order to ensure the directors’ remuneration remains competitive.

Ordinary Resolution Number 9

Placement of non-convertible redeemable preference shares under the control of the directors

“Resolved that, subject to the passing and registration of special resolutions numbers 1 and 2 the non-convertible redeemable
preference shares in the authorised but unissued share capital of the company be and they are hereby placed under the control of
the directors for allotment and issue at the discretion of the directors of the company, subject to all applicable legislation, the
requirements of any recognised stock exchange on which the shares in the capital of the company may from time to time be listed
and with such rights and privileges attached thereto as the directors may determine.”

Special Resolution Number 1

Increase in authorised capital

“Resolved that the company’s authorised share capital be and is increased from R500 000 000 divided into 1 000 000 000
ordinary par value shares of 50 cents each, to R500 000 010 divided into 1 000 000 000 ordinary par value shares of 50 cents
each and 1 000 non-convertible redeemable preference par value shares of 1 cent each, by the creation of 1 000 non-convertible
redeemable preference par value shares of 1 cent, having the rights and privileges set out in Article 37.”

Reason for and effect of the Special Resolution Number 1

The reason for the passing of this special resolution is so as to create in the authorised share capital of the company 1 000 non-
convertible redeemable preference shares having the rights, privileges and restrictions referred to in Article 37 of the Articles of
Association of the company. The effect of the passing of this special resolution is that the authorised share capital of the
company shall be increased by the creation of non-convertible redeemable preference share capital referred to therein.

Special Resolution Number 2

Amendment to Articles of Association of the Company

“Resolved that, subject to the passing and registration of special resolution number 1, the company, in terms of section 62(1)
of the Act, amend its Articles of Association by the insertion of a new Article 37 after the existing Article 36 as follows:

37. Rights and privileges attaching to the non-convertible redeemable preference shares

The rights and privileges attaching to the non-convertible redeemable preference shares in the share capital of the Company
shall be the following:

37.1 The non-convertible redeemable preference shares in the share capital of the Company shall be allotted and issued

at such premium per non-convertible redeemable preference share as may be determined by the directors at the time
of and in respect of each allotment of the non-convertible redeemable preference shares.

37.2 The non-convertible redeemable preference shares shall confer the right to receive out of the profits of the Company

available for distribution as determined by the Company from time to time or out of capital, subject to section 90 of
the Act, such dividend as may be determined by the directors at the time of and in respect of each allotment of the
non-convertible redeemable preference shares, such dividend to be calculated, authorised, declared and paid in such
manner and on such dates as may be determined by the directors at the time of and in respect of each allotment of
the non-convertible redeemable preference shares.

NOTICE OF ANNUAL GENERAL MEETING continued

GOLD FIELDS 2007

258

37.3 In the event of a winding-up of the Company, the holders of the non-convertible redeemable preference shares shall

be entitled to receive in full out of the assets of the Company and in priority to the ordinary shares in the share capital
of the Company, such amount as may be determined by the directors at the time of and in respect of each allotment
of the non-convertible redeemable preference shares.

37.4 The non-convertible redeemable preference shares may confer further rights to participate in the profits or assets of

the Company, as determined by the directors at the time of and in respect of each allotment of non-convertible
redeemable preference shares.

37.5 Subject to the provisions of the Act, the non-convertible redeemable preference shares shall be liable to be redeemed

on such basis as may be determined by the directors at the time of and in respect of each allotment of the non-
convertible redeemable preference shares.

37.6 The Company shall, subject to the provisions of the Act, be entitled to redeem the premium payable on

redemption of the non-convertible redeemable preference shares out of its share premium account or any other
permitted source on such basis as may be determined by the directors at the time of and in respect of each
allotment of the non-convertible redeemable preference shares.

37.7 Unless otherwise determined by the directors at the time of each allotment of the non-convertible redeemable

preference shares, a non-convertible redeemable preference share shall entitle the holder thereof to receive notice of
and attend at any general meeting of the Company, but not to vote except –

37.7.1 during any period determined in accordance with 37.8, during which any dividend or any part of any

dividend on such non-convertible redeemable preference shares or any redemption payment thereon
remains in arrear and unpaid; or

37.7.2 in regard to any resolution proposed which directly affects any of the rights attached to such non-convertible

redeemable preference shares or the interests of the holders thereof, including a resolution for the winding-
up of the Company or for the reduction of its capital.

37.8 The period referred to in 37.7.1 shall be a period commencing on a date specified by the directors at the time of each

allotment of the non-convertible redeemable preference shares, not being more than six months after the due date of
the dividend of redemption payment in question, or, where no due date is specified, after the end of the financial year
of the Company in respect of which such dividend accrues or such redemption payment became due.

37.9 Subject to the provisions of the Act and Article 37.7, holders of the non-convertible redeemable preference

shares shall, upon a poll, be entitled to that proportion of the total votes in the Company which the aggregate of
the par value of the non-convertible redeemable preference shares held by such holders bears to the aggregate
of the par values of all shares entitled to vote at a general meeting of the Company. On a show of hands any
non-convertible redeemable preference shareholder entitled to vote in terms of Article 37.7 shall be entitled to
one vote.

37.10 A holder of any non-convertible redeemable preference share shall, when that holder is entitled to vote in respect

of a resolution for which a shareholders’ resolution is required in terms of the JSE Listings Requirements, have
(on the basis of the provisions set out in Section 185(4)(b) of the Companies Act).

(a)

the number of votes in respect of all non-convertible redeemable preference shares of a class held by that
holder, which is calculated (based on the number of votes attributable to the relevant shares using their par
value) pro rata to all the issued non-convertible redeemable preference shares, irrespective of class, of the
company, which issued non-convertible redeemable preference shares are entitled to be voted at the
relevant meeting:

(b)

which number of votes shall be limited to that non-convertible redeemable preference shareholder’s said
pro rata portion of the number of votes equal to 25% less one vote, of the number of votes to which all
shareholders (including the holders of non-convertible redeemable preference shares of whatever class)
are entitled to cast (based on the number of votes attributable to the relevant shares using their par value)
at the said meeting (with any cumulative fraction of a vote in respect of any shares held by a non-convertible
redeemable preference shareholder rounded down to the nearest whole number).

37.11 Upon issue of the non-convertible redeemable preference shares the Company will make an announcement on

SENS advising shareholders of the terms upon which the non-convertible redeemable preference shares
were issued.”

GOLD FIELDS 2007

259

Reason for and effect of the Special Resolution Number 2

Non-convertible redeemable preference shares are after-tax funding instruments.

The reason for the passing of this special resolution is to provide the company with a mechanism to raise cost-effective capital
equivalent to debt finance as part of a general capital management programme which, in the opinion of the directors, is deemed
appropriate for the activities of the company.

The effect of the passing of this special resolution is that it will provide the company with a mechanism to achieve flexibility and
access economical and efficient funding in order to finance the company’s future working capital requirements, capital
expenditure and for other corporate purposes without diluting the ordinary share capital of the company.

Special Resolution Number 3

Acquisition of company’s own shares

“Resolved that, pursuant to the articles of association of the company, the company or any subsidiary of the company is hereby
authorised by way of general approval, to from time to time acquire ordinary shares in the share capital of the company in
accordance with the Companies Act, 61 of 1973 and the JSE Listings Requirements, provided that:

the number of ordinary shares acquired in any one financial year shall not exceed 20 per cent of the ordinary shares in issue
at the date on which this resolution is passed;

ii.

this authority shall lapse on the earlier of the date of the next annual general meeting of the company or the date 15 months
after the date on which this resolution is passed;

iii.

the repurchase must be effected through the order book operated by the JSE trading system and done without any prior
understanding or arrangement between the company and the counter party;

iv.

the company only appoints one agent to effect any repurchase (s) on its behalf;

the price paid per ordinary share may not be greater than 10 per cent above the weighted average of the market value of
the ordinary shares for the five business days immediately preceding the date on which a purchase is made;

vi.

the number of shares purchased by subsidiaries of the company shall not exceed 10 per cent in the aggregate of the number
of issued shares in the company at the relevant times;

vii. the repurchase of shares by the company or its subsidiaries may not be effected during a prohibited period, as defined in

the JSE Listings Requirements;

viii. after a repurchase, the company will continue to comply with all the JSE Listings Requirements concerning shareholder

spread requirements; and

ix.

an announcement containing full details of such acquisitions of shares will be published as soon as the company and /or its
subsidiaries have acquired shares constituting, on a cumulative basis 3 per cent of the number of shares in issue at the date
of the general meeting at which this special resolution is considered and if approved, passed, and for each 3 per cent in
aggregate of the initial number acquired thereafter.”

Explanatory Note on Special Resolution Number 3

The reason for and effect of this special resolution is to allow the company and/or its subsidiaries by way of a general authority to
acquire its own issued shares, thereby reducing the total number of ordinary shares of the company in issue. At the present time,
the directors have no specific intention with regard to the utilisation of this authority which will only be used if the circumstances
are appropriate. Any decision by the directors, after considering the effect of a repurchase of up to 20 per cent of the company’s
issued ordinary shares, to use the general authority to repurchase shares of the company or Group will be with regard to the
prevailing market conditions and other factors and provided that, after such acquisition, the directors are of the opinion that:

NOTICE OF ANNUAL GENERAL MEETING continued

GOLD FIELDS 2007

260

the company and its subsidiaries will be able to pay their debts in the ordinary course of business for a period of 12 months
after the date of this notice;

ii.

recognised and measured in accordance with the accounting policies used in the latest audited annual Group financial
statements, the assets of the company and its subsidiaries will exceed the liabilities of the company and its subsidiaries for
a period of 12 months after the date of this notice;

iii.

the ordinary capital and reserves of the company and its subsidiaries will be adequate for the purposes of the business of
the company and its subsidiaries for the period of 12 months after the date of this notice; and

iv.

the working capital of the company and its subsidiaries will be adequate for the purposes of the business of the company
and its subsidiaries for the period of 12 months after the date of this notice.

The company will ensure that its sponsor will provide the necessary letter on the adequacy of the working capital in terms of
the JSE Listings Requirements, prior to the commencement of any purchase of the company’s shares on the open market.

The JSE Listings Requirements require, in terms of section 11.26, the following disclosure requirements, which appear in the
annual report of which this notice will be a part:

•

Directors and management – refer to pages 10 to 13 of the annual report

•

Major beneficial shareholders – refer to page 245 of the annual financial report

•

Directors’ interests in ordinary shares – refer to page 179 of the annual financial report

•

Share capital of the company – refer to page 175 of the annual financial report

The directors of the company are not aware of any legal or arbitration proceedings, including proceedings that are pending or
threatened, that may have or have had in the recent past, being at least the previous 12 months, a material effect on the Group’s
financial position.

The directors jointly and severally accept full responsibility for the accuracy of information pertaining to the special resolution and
certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement
false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the resolution contains all
information required by the JSE Listings Requirements.

Other than the facts and developments reported on in the annual report, there have been no material changes in the affairs or
financial position of the company and its subsidiaries between the date of signature of the audit report and the date of this notice.

A shareholder entitled to attend and vote at the meeting may appoint a proxy or proxies to attend, speak and vote in his/her
stead. A proxy need not be a shareholder of the company. Proxy forms must reach the registered office, or the London
secretaries, or the Johannesburg or London transfer office of the company at least 24 hours before the time of the meeting.

By order of the directors

C Farrel
Corporate Secretary

Johannesburg
6 September 2007

ADMINISTRATION AND CORPORATE INFORMATION

GOLD FIELDS 2007
261

Corporate Secretary

Cain Farrel
Telephone: (+27)(11) 644 2525

Facsimile:

(+27)(11) 484 0626

e-mail: cain.farrel@goldfields.co.za

Registered offices

Johannesburg
24 St Andrews Road

Parktown, 2193

Postnet Suite 252

Private Bag X30500

Houghton, 2041

South Africa

Telephone: (+27)(11) 644 2400

Facsimile:

(+27)(11) 644 0626

London
St James’s Corporate Services Limited

6 St James’s Place

London SW1A 1NP

United Kingdom

Telephone: (+44)(20) 7499 3916

Facsimile:

(+44)(20) 7491 1989

American Depositary Receipts

Transfer Agent
Bank of New York

Shareholder Relations

PO Box 11258

New York, NY20286 – 1258

US toll-free telephone: (1)(888) 269 2377

e-mail: shareowner-svcs@mail.bony.com

Gold Fields Limited

Incorporated in the Republic of South Africa

Registration number 1968/004880/06

Share code: GFI

Issuer code: GOGOF

ISIN – ZAE 000028123

Investor Relations

Head of Investor Relations
Nerina Bodasing
Telephone: (+27)(11) 644 2630

Facsimile:

(+27)(11) 484 0639

e-mail: nerina.bodasing@goldfields.co.za

North America
Willie Jacobsz
Telephone: (+27)(11) 644 2460

Facsimile:

(+27)(11) 484 0639

e-mail: williej@goldfields.co.za

Transfer Secretaries

South Africa
Computershare Investor Services 2004 (Proprietary) Limited

Ground Floor

70 Marshall Street

Johannesburg, 2001

PO Box 61051

Marshalltown, 2107

Telephone: +27 (11) 370 5000

Facsimile:

+27 (11) 370 5271

United Kingdom
Capita Registrars

Bourne House

34 Beckenham Road

Beckenham

Kent BR3 4TU

England

Telephone: (+44)(20) 8639 2000

Facsimile:

(+44)(20 8658 3430

Website

http://www.goldfields.co.za

http://www.gold-fields.com

GLOSSARY OF TERMS

GOLD FIELDS 2007

262

ABET

Adult Basic Education and Training

AS/NZ 4801

Australian occupational health and safety management
standards

Backfill

Material generally sourced from mine residues and utilised
for the filling of mined voids, to ensure long-term stability of
excavations and minimise the effects of seismic activity

BEE

Black Economic Empowerment. Black Economic
Empowerment seeks to ensure that black persons within
South Africa gain a significant degree of control in the
economy through the possession of equity stakes and the
holding of management positions within an institution

Box hole

A short raise or opening drive above a drift for the purpose of
drawing ore from a stope, or to permit access

Blasthole

A drill hole in a mine that is filled with explosives in order to
blast loose a quantity of rock

Breast mining

A mining method whereby the direction of mining is in the
direction of strike

Bulk mining

Any large-scale, mechanised method of mining involving
many thousands of tons of ore being brought to surface
each day

BVQI

Bureau Veritas Qualite International is a leading global and
independent certification body that audits and certifies
whether company systems meet the requirements of ISO
standards

Carbon-in-Leach

The recovery process in which gold is leached from gold ore
pulp by cyanide and simultaneously adsorbed onto activated
carbon granules in the same vessel. The loaded carbon is
then separated from the pulp for subsequent gold removal by
elution. The process is typically employed where there is a
naturally occurring gold adsorbent in the ore

Carbon-in-Pulp

The recovery process in which gold is first leached from gold

ore pulp by cyanide and then adsorbed onto activated

carbon granules in separate vessels. The loaded carbon is

then separated from the pulp for subsequent gold removal

by elution

Capital expenditure

Specific project or ongoing expenditure for replacement or

additional equipment, materials or infrastructure

Cash costs

Namely direct mining costs, direct processing costs, direct

general and administration costs, consulting fees, management

fees, bullion transport and refining charges

Channel

Water course, also in this sense sedimentary material course

Collective Bargaining Agreement

Collective Bargaining Agreement means a written agreement

concerning terms and conditions of employment or any other

matter of mutual interest concluded by a trade union(s) and

the company

Co-morbidity

Medical term for diseases that commonly co-exist to increase

the risk of morbidity

Comminution

The term used to describe the process by which ore is

reduced in size in order to liberate the desired mineral from

the gangue material in preparation for further processing

Concentrate

A metal-rich product resulting from a mineral enrichment

process such as gravity concentration or flotation, in which

most of the desired mineral has been separated from the

waste material in the ore

Conglomerate

Sedimentary rock comprising eroded, rounded particles

Crosscut

A horizontal underground drive developed perpendicular to

the strike direction of the stratigraphy

GOLD FIELDS 2007

263

Cut-off-grade

The grade of mineralised rock which determines as to
whether or not it is economic to recover its gold content by
further concentration

Decline

A surface or sub-surface excavation in the form of a tunnel
which is developed from the uppermost point downward

Depletion

An accounting device, recognising the consumption of an ore
deposit, a mine’s principal asset

Development

Underground work carried out for the purpose of opening up
a mineral deposit, includes shaft sinking, cross-cutting,
drifting and raising

Diamond drill

A rotary type of rock drill that cuts a core of rock that is
recovered in long cylindrical sections

Dilution

Waste which is unavoidably mined with ore

Dip

Angle of inclination of a geological feature/rock from the
horizontal

Drill-hole

Method of sampling rock that has not been exposed

Dyke

Thin, tabular, vertical or near vertical body of igneous rock
formed by the injection of magma into planar zones of
weakness

Elution

The chemical process of desorbing gold from activated
carbon

Face

The end of a drift, cross-cut or stope at which work is taking
place

Facies

A rock unit defined by its composition, internal geometry and
formation environment

Fatality rate

Number of deaths per million man-hours worked

Fault

The surface of a fracture along which movement has
occurred

Feasibility study

A comprehensive study undertaken to determine the
economic feasibility of a project; the conclusion will
determine if a production decision can be made and is used
for financing arrangements

Filtration

Process of separating usually valuable solid material from a
liquid

Flotation

The process by which the surface chemistry of the desired
mineral particles is chemically modified such that they
preferentially attach themselves to bubbles and float to the
pulp surface in specially designed machines. The gangue or
waste minerals are chemically depressed and do not float,
thus allowing the valuable minerals to be concentrated and
separated from the undesired material

Footwall

The underlying side of an orebody or stope

Gold equivalent

Gold plus silver or another metal expressed in equivalent
ounces of gold using a conversion ratio dependent on
prevailing gold and silver prices

Grade

The measure of concentration of gold within mineralised
rock

Hanging wall

The overlying side of an orebody or slope

Haulage

A horizontal underground excavation which is used to
transport mined ore

Head grade

The average grade of ore fed to a mill/plant

GLOSSARY OF TERMS continued

GOLD FIELDS 2007

264

Hedging

Taking a buy or sell position in futures market. Opposite to a
position held in the cash/spot market to minimise the risk of
financial loss from an adverse price change

Hydrothermal

Process of injection of hot, aqueous, generally mineral-rich
solutions into existing rocks or features

ICVCT

Informed Consented Voluntary Counselling and Testing

Indicated Mineral Resource

That part of a Mineral Resource for which tonnage, densities,
shape, physical characteristics, grade and mineral content
can be estimated with a reasonable level of confidence. It is
based on exploration, sampling and testing information
gathered through appropriate techniques from locations such
as outcrops, trenches, pits, workings and drill-holes. The
locations are too widely or inappropriately spaced to confirm
geological and/or grade continuity 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 be estimated with a low level of
confidence. It is inferred from geological evidence and
assumed but not verified geological and/or grade continuity. It
is based on information gathered through appropriate
techniques from locations such as outcrops, trenches, pits,
workings and drill-holes which may be limited or of uncertain
quality and reliability

ISO 14000

International standards for organisations to implement sound
environmental management systems

LDIFR

Lost Day Injury Frequency Rate. Number of lost day injuries
expressed in million man hours worked

Lock-up gold

Gold locked as a temporary inventory within a processing
plant, or sections thereof, typically milling circuits

Measured Mineral Resource

That part of a Mineral Resource for which tonnage, densities,
shape, physical characteristics, grade and mineral content
can be estimated with a high level of confidence. It is based

on detailed and reliable exploration, sampling and testing
information gathered through appropriate techniques from
locations such as outcrops, trenches, pits, workings and
drillholes. The locations are spaced closely enough to
confirm geological and grade continuity

Milling

A general term used to describe the process in which the ore
is crushed and ground and subjected to physical or chemical
treatment to extract the valuable metals to a concentrate or
finished product

Mine Health and Safety Act (MHSA)

The South African Mine Health and Safety Act, No 29 of
1996

Mineral Resource

A concentration (or occurrence) of material of economic
interest in or on the earth’s crust in such form, quality and
quantity that there are reasonable and realistic prospects for
eventual economic extraction. The location, quantity, grade,
continuity and other geological characteristics of a Mineral
Resource are known, estimated from specific geological
evidence and knowledge, or interpreted from a well
constrained and portrayed geological model. Mineral
Resources are sub-divided in order of increasing confidence,
in respect of geoscientific evidence, into Inferred, Indicated
and Measured categories

Mineral Reserve

The economically mineable material derived from a
Measured and/or Indicated Mineral Resource. It is inclusive
of diluting materials and allows for losses that may occur
when the material is mined. Appropriate assessments, which
may include feasibility studies, have been carried out,
including consideration of and modification by, realistically
assumed mining, metallurgical, economic, marketing, legal,
environmental, social and governmental factors. These
assessments demonstrate at the time of reporting that
extraction is reasonably justified. Mineral Reserves are sub-
divided in order of increasing confidence into Probable
Mineral Reserves and Proved Mineral Reserve

Mineralised

Rock in which minerals have been introduced to the point of
a potential ore deposit

Minerals Act

The South African Minerals Act, No 50 of 1999

GOLD FIELDS 2007

265

Normal fault

Fault in which the hanging wall moves downward relative to
the footwall

Nugget effect

A measure of the randomness of the grade distribution within
a mineralised zone

NUM

National Union of Mine Workers

OHSAS

Management system standards, developed in order to
facilitate the integration of quality and occupational health
and safety management systems by organisations

Payshoot

Linear to sub-linear zone within a reef for which gold grades
or accumulations are predominantly above the cut-off grade

Pillar

Rock left behind to help support the excavations in an
underground mine

Probable Mineral Reserve

The economically mineable material derived from a
Measured and/or Indicated Mineral Resource. It is estimated
with a lower level of confidence than a Proved Mineral
Reserve. It is inclusive of diluting materials and allows for
losses that may occur when the material is mined.
Appropriate assessments, which may include feasibility
studies, have been carried out and including consideration of
and modification by, realistically assumed mining,
metallurgical, economic, marketing, legal, environmental,
social and governmental factors. These assessments
demonstrate at the time of reporting that extraction is
reasonably justified

Project capital

Capital expenditure which is associated with specific projects
of a non-routine nature

Proved Mineral Reserve

The economically mineable material derived from a
Measured Mineral Resource. It is estimated with a high level
of confidence. It is inclusive of diluting materials and allows
for losses that may occur when the material is mined.
Appropriate assessments, which may include feasibility

studies, have been carried out, including consideration of
and modification by realistically assumed mining,
metallurgical, economic, marketing, legal, environmental,
social and governmental factors. These assessments
demonstrate at the time of reporting that extraction is
reasonably justified

Reef

Gold bearing sedimentary horizon in the Witwatersrand
Basin

SADC

Southern African Development Community

SAMREC Code

South African Code for reporting of Mineral Resources and
Mineral Reserves

Seismic

Earthquake or earth vibration including those artificially
induced

Sequential Grid Mining

Mining method incorporating dip pillars and mined on a grid
system

Shaft

An opening cut downwards from the surface for transporting
personnel, equipment, supplies, ore and waste

Shear

A deformation resulting from stresses that cause contiguous
parts of a body to slide relative to each other in a direction
parallel to their plane of contact

SLFR

Shifts lost frequency rate. Number of accidents where
14 days or more off work is lost and expressed in million
man-hours worked

Stope

The working area from which ore is extracted in an
underground mine

Stripping

The process of removing overburden or waste rock to expose
ore

GLOSSARY OF TERMS continued

GOLD FIELDS 2007

266

Stripping ratio

The ratio of the amount of waste rock removed per ton of ore
mined

Stratigraphy

The science of rock strata

Strike

Direction of line formed by the intersection of strata surfaces
with the horizontal plane, always perpendicular to the dip
direction

Sub-vertical shaft

An opening cut below the surface downwards from an
established surface shaft

Surface sources

Ore sources, usually dumps, tailings dams and stockpiles,
located at the surface

Tertiary shaft

An opening cut below the surface downwards from an
established sub-vertical shaft

The Base Case

The Base Case as established as part of the Financial
Models

TEBA

The Employment Bureau of Africa

Trade Union

An association of employees: whose principal purpose is to
regulate relations between employees and the company,
which has been registered; whose officials have been
elected to represent the interests of employees within the
workplace; and which is recognised for collective bargaining
by the company

Total cash costs

All total cash costs are based on public quoted nominal
production costs, include retrenchment costs, rehabilitation
costs, corporate costs, by-product credits for silver, sundry
revenues and exclude amortisation costs and inventory
changes

Vamping

A mining method used to recover higher grade ore left in
mined stopes

Abbreviations and units

ABET

Adult Basic Education and Training

ADS

American Depository Shares

AIDS

Acquired Immune Deficiency Syndrome

ARC

Assessment & Rehabilitation Centres

ART

Antiretroviral therapy

CBO

Community based organisation

CIL

Carbon-in-leach

CIP

Carbon-in-pulp

CIS

Carbon-in solution

DCF

Discounted Cash Flow

ETF

Exchange traded fund

GFHS

Gold Fields Health Service

GRI

Global Reporting Initiative

HBC

Home Based Care

HDSA

Historically disadvantaged South Africans

HIV

Human Immunodeficiency Virus

LoM plan Life-of-Mine plan
LTIFR

Lost Time Injury Frequency Rate, quoted in
million man-hours

NGO

Non-governmental organisation

NUM

National Union of Mineworkers

NYSE

New York Stock Exchange

MCF

Mine Call Factor

OHC

Occupational Health Centre

Occupational Therapy

PHC

Primary Health Clinic

PPI

Purchase Price Index

SAMREC South African code for Reporting of Mineral

Resources and Mineral Reserves

SEC

United States Securities Exchange Commission

STI

Sexually Transmitted Infection

Tuberculosis

TEC

Total Employees Costed

UASA

United Association of South Africa (a labour
organisation)

VCT

Voluntary Counselling & Testing (for HIV)

centimetre

grams

g/t

grams per metric ton – gold concentration

a hectare

a kilogram

a kilometre

koz

a thousand ounces

a thousand metric tons

ktpa

a thousand metric tons per annum

ktpm

a thousand tons per month

a square metre

Moz

a million ounces

a fine troy ounce equalling 31.10348 grams

a metric ton

US$

United States dollar

US$m

million United States dollar

US$/oz

United States dollar per ounce

South African rand

R/kg

South African rand per kilogram

million South African rand

R/t

South African rand per metric ton

GOLD FIELDS 2007

PROXY FORM

Gold Fields Limited (Registration No 1968/004880/06)
Share Code: GFI
Issuer Code: GOGOF
ISIN: ZAE000018123

I/we (Name in block letters)

of (Address in block letters)

being a shareholder(s) of Gold Fields Limited

hereby appoint

or, failing him/her

or, failing him/her, the chairman of the meeting as my/our proxy to attend, speak and, on a poll vote on my/our behalf at the annual general
meeting of shareholders of Gold Fields Limited to be held on Friday, 2 November 2007 at 09:00, and at any adjournment thereof, and to
vote or abstain from voting as follows on the resolutions to be proposed at such meeting:

For

Against

Abstain

Ordinary resolution number 1
Adoption of financial statements

Ordinary resolution number 2
Re-election of Ms G Marcus as a director

Ordinary resolution number 3
Re-election of Mr K Ansah as a director

Ordinary resolution number 4
Re-election of Dr PJ Ryan as a director

Ordinary resolution number 5
Placement of shares under the control of the directors

Ordinary resolution number 6
Issuing equity securities for cash

Ordinary resolution number 7
Award of rights to non-executive directors under The Gold Fields Limited 2005
Non-executive Share Plan

Ordinary resolution number 8
Increase of directors’ fees

Ordinary resolution number 9
Placement of non-convertible redeemable preference shares under the control of the directors

Special resolution number 1
Increase in authorised capital

Special resolution number 2
Amendment to Articles of Association of the Company

Special resolution number 3
Acquisition of company’s own shares

A shareholder entitled to attend and vote at the meeting may appoint a proxy or proxies to attend, speak and on a poll, vote in his/her
stead. A proxy need not be a shareholder of the company.

Every person present and entitled to vote at the annual general meeting as a shareholder or as a representative of a body corporate shall
on a show of hands have one vote only, irrespective of the number of shares such person holds or represents, but in the event of a poll,
every share shall have one vote.

Please indicate with an “X” in the appropriate spaces above how you wish your votes to be cast.

If you return this form duly signed without any specific directions, the proxy will vote or abstain at his/her discretion.

Signed at

2007

Name in block letters

Signature

Assisted by me (where applicable)

This proxy form is not for use by holder of American Depositary Receipts issued by the Bank of New York

NOTES TO FORM OF PROXY

GOLD FIELDS 2007

A form of proxy is only to be completed by those shareholders:

– holding shares in certified form; or

– recorded on sub-register electronic form in “own name”.

All other beneficial owners who have dematerialised their shares through a Central Securities Depository Participant
(CSDP) or broker and wish to attend the annual general meeting, must provide the CSDP or broker with their voting
instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker.

A signatory/ies to the Proxy Form may insert the name of a proxy or the name of an alternative proxy in the blank
spaces provided with or without deleting “the chairman of the meeting”, but any such deletion must be initialled by
the signatory/ies. Any insertion or deletion not complying with the aforegoing will be deemed not to have been validly
effected. The person at the meeting whose name appears first on the list of names above, shall be the validly
appointed proxy for the shareholder at the meeting.

A shareholder’s instructions to the proxy must be indicated in the appropriate blocks provided. A shareholder or the
proxy is not obliged to use all the votes exercisable by the shareholder or by the proxy or to cast all those votes in the
same way, but the total of that shareholder’s votes cast and in respect whereof abstention is directed, may not exceed
the total of the votes exercisable by the shareholder or the proxy. Failure to comply with the above or to provide voting
instructions or the giving of contradictory instructions will be deemed to authorise the proxy to vote or abstain from
voting at the meeting as such proxy deems fit in respect of all that shareholder’s votes exercisable at that meeting.

Any alteration or correction made to this Proxy Form must be initialled by the signatory/ies.

Documentary evidence establishing the authority of a person signing this Proxy Form in a responsible capacity must
be attached to this Proxy Form unless previously recorded by the company.

When there are joint holders of shares, any one holder may sign the Proxy Form.

Where applicable spouses consent must be obtained.

The completion and lodging of this Proxy Form will not preclude the shareholder who grants this proxy from attending
the meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof should
such member wish to do so.

10. Completed Proxy Forms should be returned to the registered offices in Johannesburg or in London or one of the

transfer offices of the company at either of the addresses given below by no later than 09:00 local time (in the country
concerned) on Wednesday, 31 October 2007.

Transfer offices

South Africa
Computershare Investor Services 2004 (Proprietary) Limited
Ground Floor
70 Marshall Street
Johannesburg, 2001
PO Box 61051
Marshalltown, 2107
Tel: (+27)(11) 370-5000
Fax: (+27)(11) 370-5271

United Kingdom

Capita Registrars
Bourne House
34 Beckenham Road
Beckenham
Kent BR3 4TU
England
Tel: +44 20 8639 2000
Fax: +44 20 8658 3430

24 St Andrews Road
Parktown 2193
Postnet Suite 252
Private Bag X30500
Houghton 2041
South Africa

www.goldfields.co.za

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 authorized.

Date: 26 September 2007

GOLD FIELDS LIMITED

By:

Name: Mr W J Jacobsz
Title: Senior Vice President: Investor

Relations and Corporate Affairs