Exhibit 4.24


 


FINAL
EXECUTION VERSION


 


 


THE GOLD FIELDS LIMITED 2005 NON-EXECUTIVE SHARE PLAN


 





















 


TABLE OF CONTENTS


 


	
  PART 1 - INTRODUCTION

  	
  1

  
	
   

  	
   

  	
   

  
	
  1

  	
  DEFINITIONS
  AND INTERPRETATION

  	
  1

  
	
   

  	
   

  	
   

  
	
  2

  	
  PURPOSE

  	
  8

  
	
   

  	
   

  	
   

  
	
  3

  	
  MAXIMUM
  NUMBER OF SHARES WHICH MAY BE ACQUIRED BY ELIGIBLE APPLICANTS

  	
  8

  
	
   

  	
   

  	
   

  
	
  PART 3 – THE NON-EXECUTIVE SHARE PLAN

  	
  9

  
	
   

  	
   

  	
   

  
	
  4

  	
  GRANT
  OF AWARDS

  	
  9

  
	
   

  	
   

  	
   

  
	
  5

  	
  SETTLEMENT
  OF RESTRICTED SHARES

  	
  10

  
	
   

  	
   

  	
   

  
	
  PART 4 - GENERAL

  	
  11

  
	
   

  	
   

  	
   

  
	
  6

  	
  ADJUSTMENTS

  	
  11

  
	
   

  	
   

  	
   

  
	
  7

  	
  TERMINATION
  OF OFFICE

  	
  13

  
	
   

  	
   

  	
   

  
	
  8

  	
  REACQUISITION

  	
  14

  
	
   

  	
   

  	
   

  
	
  9

  	
  TAX
  LIABILITY

  	
  14

  
	
   

  	
   

  	
   

  
	
  10

  	
  LISTINGS
  AND LEGAL REQUIREMENTS AND VOTING RIGHTS

  	
  15

  
	
   

  	
   

  	
   

  
	
  11

  	
  AMENDMENT
  OF THE PLAN

  	
  16

  
	
   

  	
   

  	
   

  
	
  12

  	
  ADMINISTRATION

  	
  16

  
	
   

  	
   

  	
   

  
	
  13

  	
  ANNUAL
  FINANCIAL STATEMENTS

  	
  17

  
	
   

  	
   

  	
   

  
	
  14

  	
  STRATE

  	
  17

  
	
   

  	
   

  	
   

  
	
  15

  	
  DISPUTES

  	
  18

  
	
   

  	
   

  	
   

  
	
  16

  	
  TERMINATION
  OF THE PLAN

  	
  21

  
	
   

  	
   

  	
   

  
	
  17

  	
  DOMICILIUM
  AND NOTICES

  	
  21

  
	
   

  	
   

  	
   

  
	
  18

  	
  COMPLIANCE

  	
  22

  
	
   

  	
   

  	
   

  
	
  19

  	
  GENERAL
  PROVISIONS

  	
  22

  



 





















 


THE GOLD FIELDS 2005 NON-EXECUTIVE SHARE PLAN


 


PART 1 - INTRODUCTION


 


	
  1

  	
  DEFINITIONS AND INTERPRETATION

  
	
   

  	
   

  
	
  1.1

  	
  In this Deed, unless expressly stipulated to the contrary or unless
  the context clearly indicates a contrary intention, the following words and
  expressions shall bear the following meanings (and cognate words and
  expressions shall bear corresponding meanings) -

  
	
   

  	
   

  
	
  1.1.1

  	
  “Act” - the
  Companies Act 61 of 1973;

  
	
   

  	
   

  
	
  1.1.2

  	
  “Any Other Plan” - any
  share plan or scheme approved by the members of the Company in general
  meeting (other than the Plan) which provides for the acquisition of, or
  subscription for, shares in the Company by, or on behalf of, employees,
  directors (whether executive or non-executive) or other officers of the
  members of the Group; provided that such plan or scheme is in operation;

  
	
   

  	
   

  
	
  1.1.3

  	
  “Applicable Laws” – in
  relation to any person or entity, all and any -

  
	
   

  	
   

  
	
  1.1.3.1

  	
  statutes, subordinate legislation and common law;

  
	
   

  	
   

  
	
  1.1.3.2

  	
  regulations;

  
	
   

  	
   

  
	
  1.1.3.3

  	
  ordinances and by-laws;

  
	
   

  	
   

  
	
  1.1.3.4

  	
  directives, codes of practice, circulars, guidance notices, judgments
  and decisions of any competent authority,

  
	
   

  	
   

  
	
   

  	
  compliance with which is mandatory for that person
  or entity;

  
					



 





















 


	
  1.1.4

  	
  “Arbitration Act” - the
  Arbitration Act 42 of 1965;

  
	
   

  	
   

  
	
  1.1.5

  	
  “Award” - the award to
  an Eligible Applicant of Restricted Shares in terms of 4.2 and the word “awarded” shall be construed accordingly;

  
	
   

  	
   

  
	
  1.1.6

  	
  “Award Date” – the date
  on which Exco grants an Award to an Eligible Applicant;

  
	
   

  	
   

  
	
  1.1.7

  	
  “Award Letter” – a
  letter containing the information specified in 4.2 sent by Exco to an
  Eligible Applicant informing the Eligible Applicant of the grant of an Award
  to him;

  
	
   

  	
   

  
	
  1.1.8

  	
  “Board” - the board of
  directors for the time being of the Company;

  
	
   

  	
   

  
	
  1.1.9

  	
  “Change of Control” – means -

  
	
   

  	
   

  
	
  1.1.9.1

  	
  all circumstances where a party (or parties acting in concert),
  directly or indirectly, obtains -

  
	
   

  	
   

  
	
  1.1.9.1.1

  	
  beneficial ownership of the specified
  percentage or more of the Company’s issued Shares; or

  
	
   

  	
   

  
	
  1.1.9.1.2

  	
  control of the specified percentage or
  more of the voting rights at meetings of the Company; or

  
	
   

  	
   

  
	
  1.1.9.1.3

  	
  the right to control the management of
  the Company or the composition of the Board; or

  
	
   

  	
   

  
	
  1.1.9.1.4

  	
  the right to appoint or remove directors
  holding a majority of voting rights at Board meetings; or

  
	
   

  	
   

  
	
  1.1.9.2

  	
  the approval by the Company’s shareholders of, or the consummation
  of, a merger or consolidation of the 

  
				



 


2





















 


	
   

  	
  Company with any other business or entity, or upon a sale of the
  whole or a major part of the Company’s assets or undertaking.

  
	
   

  	
   

  
	
   

  	
  For the purposes of this 1.1.9 the expression “specified percentage” shall bear the meaning
  assigned to it from time to time in the Code read with the Act, presently
  being 35%;

  
	
   

  	
   

  
	
  1.1.10

  	
  “Code” – the
  Securities Regulation Code and Rules of the Securities Regulation Panel,
  promulgated under section 440C of the Act;

  
	
   

  	
   

  
	
  1.1.11

  	
  “Company” – Gold
  Fields Limited (registration number 1968/04880/06), a company incorporated in
  accordance with the laws of the RSA;

  
	
   

  	
   

  
	
  1.1.12

  	
  “Deed” – this
  Deed, as amended from time to time;

  
	
   

  	
   

  
	
  1.1.13

  	
  “Eligible Applicant” – a
  person eligible for participation in the Plan, namely any person who held
  office as a non-executive director of the Company in the year immediately
  preceding the Award Date, who is not a member of Exco;

  
	
   

  	
   

  
	
  1.1.14

  	
  “Exco” - the
  Non-Executive Directors Remuneration Committee comprising the Chief Executive
  Officer of the Company and two other nominees appointed by the Chief
  Executive Officer from time to time, to administer the Plan, it being
  recorded that no member of Exco shall benefit under the Plan;

  
	
   

  	
   

  
	
  1.1.15

  	
  “Fair Market Value” – in
  relation to a Share on any particular day, shall be the volume weighted
  average price of a Share on the JSE over either (a) the twenty Trading
  Days immediately prior to the day in question; or (b) such shorter
  period, being less than twenty Trading Days immediately prior to the day in
  question, as Exco may determine;

  
			



 


3





















 


	
  1.1.16

  	
  “Family Company” – any
  company or close corporation, the entire issued share capital or member’s
  interest of which is held and beneficially owned by all or any of an Eligible
  Applicant, his lawful spouse, his lawful children and/or his Family Trust;

  
	
   

  	
   

  
	
  1.1.17

  	
  “Family Entity” - a
  Family Company or a Family Trust;

  
	
   

  	
   

  
	
  1.1.18

  	
  “Family Trust” – a
  trust constituted solely for the benefit of all or any of an Eligible
  Applicant, his lawful spouse and/or his lawful children;

  
	
   

  	
   

  
	
  1.1.19

  	
  “Group” - the Company
  and any other company, body corporate or other undertaking which is or would
  be deemed to be a subsidiary of the Company in terms of the Act and “member of the Group” shall have a
  corresponding meaning;

  
	
   

  	
   

  
	
  1.1.20

  	
  “Implementation Date” – in
  relation to a Change of Control, the date upon which such Change of Control
  becomes effective;

  
	
   

  	
   

  
	
  1.1.21

  	
  “JSE” - JSE
  Limited, or its successor;

  
	
   

  	
   

  
	
  1.1.22

  	
  “Plan” – The
  Gold Fields Limited 2005 Non-Executive Share Plan the terms of which are
  embodied in this Deed;

  
	
   

  	
   

  
	
  1.1.23

  	
  “Release Date” - the
  date on which Restricted Shares shall be Settled to an Eligible Applicant as
  described in 5, which date shall, subject to 5, 6 and 7, be three years from
  the Award Date; provided that if such date falls on a date which, or during a
  period in which, -

  
	
   

  	
   

  
	
  1.1.23.1

  	
  by virtue of any Applicable Law or any policy of the Group (including
  any corporate governance policy) it is 

  
			



 


4





















 


	
   

  	
  not permissible to Settle Shares to an Eligible Applicant; or

  
	
   

  	
   

  
	
  1.1.23.2

  	
  by virtue of any Applicable Law or any policy of the Group (including
  any corporate governance policy) it is not permissible for an Eligible
  Applicant to receive or otherwise deal/trade in Shares,

  
	
   

  	
   

  
	
   

  	
  the Release Date shall be the fifth Trading Day
  after the date on which it becomes permissible to Settle Shares to an
  Eligible Applicant and/or for the Eligible Applicant to receive or deal/trade
  in Shares (as the case may be);

  
	
   

  	
   

  
	
  1.1.24

  	
  “Restricted Shares” – Shares
  which have been awarded to an Eligible Applicant in terms of an Award Letter
  as described in 4.2.1;

  
	
   

  	
   

  
	
  1.1.25

  	
  “RSA” – the
  Republic of South Africa;

  
	
   

  	
   

  
	
  1.1.26

  	
  “Secretary” – the
  company secretary for the time being of the Company;

  
	
   

  	
   

  
	
  1.1.27

  	
  “Settled” – in
  relation to a Share, shall mean either -

  
	
   

  	
   

  
	
  1.1.27.1

  	
  the allotment and issue by the Company of such Share into the name of
  an Eligible Applicant;

  
	
   

  	
   

  
	
  1.1.27.2

  	
  or, if the Company so elects at any time prior to the Release Date,
  the procuring by the Company of the transfer of such Share into the name of
  an Eligible Applicant through the acquisition thereof on behalf of an
  Eligible Applicant or otherwise,

  
	
   

  	
   

  
	
   

  	
  and the words “Settlement”
  and “Settle” shall be construed
  accordingly. It is recorded that Restricted Shares which have 

  
			



 


5





















 


	
   

  	
  been Settled to an Eligible Applicant shall rank
  pari passu with Shares in all respects;

  
	
   

  	
   

  
	
  1.1.28

  	
  “Shares” - ordinary
  shares of a par value of R0,50 each in the capital of the Company (or such
  other class of shares as may represent the same as a result of any
  reorganisation, reconstruction or other variation of the share capital of the
  Company to which the provisions of the Plan may apply from time to time);

  
	
   

  	
   

  
	
  1.1.29

  	
  “Tax” - any present or future tax or
  other charge of any kind or nature whatsoever imposed, levied, collected,
  withheld or assessed by any competent authority, and includes all income tax (whether
  based on or measured by income/revenue or profit of any nature or kind or
  otherwise and whether levied under the Tax Act or otherwise), capital gains
  tax, value-added tax, stamp duty, uncertificated securities tax and any
  charge in the nature of taxation, and any interest, penalty, fine or other
  payment on, or in respect thereof but specifically excluding issue duty,
  stamp duty, marketable securities tax and uncertificated securities tax;

  
	
   

  	
   

  
	
  1.1.30

  	
  “Tax Act” - the
  Income Tax Act 58 of 1962;

  
	
   

  	
   

  
	
  1.1.31

  	
  “Trading Day” – any
  day on which the Shares are capable of being traded on the JSE;

  
	
   

  	
   

  
	
  1.2

  	
  In this Deed -

  
	
   

  	
   

  
	
  1.2.1

  	
  clause headings are used for convenience only and shall be ignored in
  its interpretation;

  
	
   

  	
   

  
	
  1.2.2

  	
  unless the context clearly indicates a contrary intention, an
  expression which denotes -

  
	
   

  	
   

  
	
  1.2.2.1

  	
  any gender includes the other genders;

  
				



 


6





















 


	
  1.2.2.2

  	
  a natural person includes an artificial person (whether corporate or
  unincorporate) and vice versa;

  
	
   

  	
   

  
	
  1.2.2.3

  	
  the singular includes the plural and vice versa;

  
	
   

  	
   

  
	
  1.2.3

  	
  unless the context clearly indicates a contrary intention, words and
  expressions defined in the Act shall bear the meanings therein assigned to
  them;

  
	
   

  	
   

  
	
  1.2.4

  	
  any reference to any statute shall be to that statute, as amended
  from time to time and to any statutory substitution of that statute; and

  
	
   

  	
   

  
	
  1.2.5

  	
  the use of the word “including”
  or “includes” or “include” followed by a specific example
  shall not be construed as limiting the meaning of the general wording
  preceding it and the eiusdem generis rule shall not be applied in the
  interpretation of such general wording or such specific example/s;

  
	
   

  	
   

  
	
  1.2.6

  	
  the word “reacquired”
  when used in relation to an Award or a Restricted Share shall mean the
  acquisition of such an Award or a Restricted Share (as the case may be) from
  an Eligible Applicant by the Company for a total consideration of R0,01;

  
	
   

  	
   

  
	
  1.2.7

  	
  an Eligible Applicant who retires and/or resigns on the basis that he
  is immediately re-elected in accordance with the articles of association or
  other constitutional documents of the Company shall be deemed not to have
  terminated his office with the Company.

  
	
   

  	
   

  
	
  1.3

  	
  If any provision in 1.1 is a substantive provision conferring any
  right or imposing any obligation on anyone, effect shall be given to it as if
  it were a substantive provision in the body of this Deed.

  
				



 


7





















 


	
  1.4

  	
  When any number of days is prescribed in this Deed, same shall be
  reckoned exclusively of the first and inclusively of the last day unless the
  last day falls on a Saturday, Sunday or official public holiday, in which
  case the last day shall be the next succeeding day which is not a Saturday,
  Sunday or official public holiday.

  
	
   

  	
   

  
	
  2

  	
  PURPOSE

  
	
   

  	
   

  
	
   

  	
  The purpose of the Plan shall be 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 shareowners, thereby providing such non-executive
  directors with a further incentive to advance the Company’s interests.

  
	
   

  	
   

  
	
  3

  	
  MAXIMUM NUMBER OF SHARES WHICH MAY BE
  ACQUIRED BY ELIGIBLE APPLICANTS

  
	
   

  	
   

  
	
  3.1

  	
  Subject to 3.3 and 3.4, and the prior approval, if required, of any
  securities exchange on which Shares are listed, the prior authority of the
  shareholders of the Company in general meeting shall be required if the
  aggregate number of Shares which may be acquired by Eligible Applicants under
  the Plan together with Shares which may be acquired by participants under Any
  Other Plan is to exceed 5% of the Company’s issued ordinary share capital,
  being 24 564 711 Shares as at 19 August 2005.

  
	
   

  	
   

  
	
  3.2

  	
  Subject to 3.3 and 3.4, and the prior approval, if required, of any
  securities exchange on which Shares are listed, the prior authority of the
  Shareholders of the Company in general meeting shall be required if the
  aggregate number of Shares that may be acquired by any one Eligible Applicant
  in terms of the Plan together with Any Other Plan is to exceed 0,2% of the
  Company’s issued ordinary share capital, being 982 588 Shares as at
  19 August 2005.

  
	
   

  	
   

  
	
  3.3

  	
  The number of Shares referred to in 3.1 and 3.2 shall be increased or
  reduced in direct proportion to any increase or reduction of the Shares in
  the Company’s issued share capital on any conversion, redemption, 

  
					



 


8





















 


	
   

  	
  consolidation, sub-division and/or any rights or capitalisation issue
  of Shares; provided that the provisions of this Deed shall be deemed not to
  have been breached if, as a result of a purchase or repurchase (as the case
  may be) of Shares by any company in the Group, the percentages referred to in
  3.1 and/or 3.2 are exceeded but the number of Shares referred to in 3.1
  and/or 3.2 is not exceeded.

  
	
   

  	
   

  
	
  3.4

  	
  In the determination of the number of Shares which may be acquired by
  Eligible Applicants in terms of 3.1 and/or 3.2, Exco shall be entitled to
  refrain from taking into account Shares which have been acquired by an
  Eligible Applicant -

  
	
   

  	
   

  
	
  3.4.1

  	
  in terms of the Plan; and/or

  
	
   

  	
   

  
	
  3.4.2

  	
  in terms of Any Other Plan, which in accordance with the provisions
  of such plan need not be taken into account in the determination of the
  number of Shares which may be acquired by a participant in terms of such
  plan.

  
	
   

  	
   

  
	
  PART 3 – THE NON-EXECUTIVE SHARE PLAN

  
	
   

  	
   

  
	
  4

  	
  GRANT OF AWARDS

  
	
   

  	
   

  
	
  4.1

  	
  An Eligible Applicant shall, subject to approval by the Shareholders
  of the Company in general meeting, be granted an Award by Exco.

  
	
   

  	
   

  
	
  4.2

  	
  Exco shall inform an Eligible Applicant of an Award granted to him by
  means of an Award Letter. The Award Letter shall be in the form prescribed by
  Exco and shall specify -

  
	
   

  	
   

  
	
  4.2.1

  	
  the number of Restricted Shares awarded to the Eligible Applicant;

  
	
   

  	
   

  
	
  4.2.2

  	
  the Award Date; and

  
	
   

  	
   

  
	
  4.2.3

  	
  the Release Date.

  
					



 


9





















 


	
  4.3

  	
  Subject to 4.7 and 7.1, an Award is (and Restricted Shares are)
  personal to an Eligible Applicant and shall not be capable of being ceded,
  assigned, transferred or otherwise disposed of or encumbered by an Eligible
  Applicant.

  
	
   

  	
   

  
	
  4.4

  	
  There shall be no consideration payable for the grant of an Award.

  
	
   

  	
   

  
	
  4.5

  	
  Acceptance by an Eligible Applicant of an Award shall be communicated
  to Exco, in writing and in such form as Exco may from time to time prescribe,
  by not later than thirty days after the date of delivery of the relevant
  Award Letter to such Eligible Applicant; provided that the acceptance shall
  embody therein the provisions of 8, 9.2 and 19.3. An Award which is not
  accepted by an Eligible Applicant as aforesaid shall automatically be deemed
  to have been reacquired, subject to re-instatement or extension by Exco in
  its discretion.

  
	
   

  	
   

  
	
  4.6

  	
  An Award may be cancelled and cease to be of any force and effect
  after the date of acceptance thereof in terms of 4.5 if Exco and Eligible
  Applicants so agree in writing.

  
	
   

  	
   

  
	
  4.7

  	
  An Eligible Applicant may, with the prior written consent of Exco and
  subject to such conditions as Exco may in its discretion determine, cede,
  assign or transfer his rights in and to an Award (or Restricted Shares) to a
  Family Entity. Without derogating from the generality of the aforegoing, Exco
  may impose a condition that the Eligible Applicant bind himself as surety
  for, and co-principal debtor in solidum with, the Family Entity for the
  fulfilment of its obligations in terms of this Plan.

  
	
   

  	
   

  
	
  5

  	
  SETTLEMENT OF RESTRICTED SHARES

  
	
   

  	
   

  
	
  5.1

  	
  Restricted Shares awarded to Eligible Applicants in terms of 4 shall
  be Settled to the Eligible Applicant concerned on the Release Date.

  
					



 


10





















 


	
  5.2

  	
  The Company may, on the Release Date, discharge, in whole or in part,
  its obligation to Settle Restricted Shares by paying to the Eligible
  Applicant a cash amount equal to the Fair Market Value of the Shares
  otherwise available for release to an Eligible Applicant on the Release Date,
  calculated as at the Release Date.

  
	
   

  	
   

  
	
  5.3

  	
  An Award shall be reacquired -

  
	
   

  	
   

  
	
  5.3.1

  	
  on the Eligible Applicant making application for the voluntary
  surrender of his estate or his estate being otherwise sequestrated or on any
  attachment of any interest of an Eligible Applicant under the Plan, unless
  Exco passes a resolution to the contrary; or

  
	
   

  	
   

  
	
  5.3.2

  	
  in the circumstances detailed in 7.

  
	
   

  	
   

  
	
  5.4

  	
  If the Company is placed in final liquidation, the Secretary shall
  notify the Eligible Applicant thereof in writing and he shall be entitled to
  require that he be Settled all or any of his Restricted Shares within
  21 days of such notification, failing which such Restricted Shares shall
  be deemed to have been reacquired.

  
	
   

  	
   

  
	
  PART 4 - GENERAL

  
	
   

  	
   

  
	
  6

  	
  ADJUSTMENTS

  
	
   

  	
   

  
	
  6.1

  	
  Notwithstanding anything to the contrary contained herein but subject
  to 6.3, if the Company makes a Special Distribution and/or restructures its
  capital in that it -

  
	
   

  	
   

  
	
  6.1.1

  	
  undertakes a rights offer; or

  
	
   

  	
   

  
	
  6.1.2

  	
  is placed in liquidation for purposes of reorganisation; or

  
	
   

  	
   

  
	
  6.1.3

  	
  is party to a scheme of arrangement affecting the structuring of its
  share capital;

  
				



 


11





















 


	
  6.1.4

  	
  undertakes a subdivision or consolidation of its ordinary share
  capital; or

  
	
   

  	
   

  
	
  6.1.5

  	
  undertakes a bonus or capitalisation issue,

  
	
   

  	
   

  
	
   

  	
  such adjustments shall be made to the rights of
  Eligible Applicants under this Plan as may be determined to be fair and
  reasonable to the Eligible Applicants concerned by an independent firm of
  auditors of international repute or a merchant bank of international repute
  appointed by Exco; provided that any adjustments pursuant to this 6.1 should
  give an Eligible Applicant the entitlement to the same proportion of the
  equity capital as he was previously entitled. No adjustments shall be
  required in terms of this 6.1 if the provisions of 6.3 are applicable or in
  the event of an issue by the Company of any securities or securities
  convertible into shares as consideration for an acquisition.

  
	
   

  	
   

  
	
  6.2

  	
  For the purposes of 6.1, the Company shall be deemed to make a “Special Distribution” if it distributes
  Shares or any other asset (including cash) to its shareholders -

  
	
   

  	
   

  
	
  6.2.1

  	
  in the course of, and as part of any unbundling, reorganisation,
  rationalisation, compromise, arrangement or reconstruction (including the
  amalgamation of two or more companies or entities);

  
	
   

  	
   

  
	
  6.2.2

  	
  in the course of, or as part of, a reduction of capital (including a
  share repurchase);

  
	
   

  	
   

  
	
  6.2.3

  	
  as a special dividend or other payment in terms of section 90 of
  the Act; and/or

  
	
   

  	
   

  
	
  6.2.4

  	
  in the course or in anticipation of the deregistration or liquidation
  of a company for any of the above purposes;

  
			



 


12





















 


	
   

  	
  provided that, this 6.2 shall not apply to normal
  annual interim and final cash or scrip dividends declared by a Company.

  
	
   

  	
   

  
	
  6.3

  	
  If the Company undergoes a Change of Control after an Award Date,
  then the Release Date in respect of such Award shall be deemed to fall on the
  Implementation Date of such Change of Control; on the basis that the Company
  shall discharge its obligation to Settle to an Eligible Applicant any Shares
  by, at the election in writing of the Eligible Applicant, and if such
  election is not prohibited by Applicable Laws, either -

  
	
   

  	
   

  
	
  6.3.1

  	
  paying to an Eligible Applicant an amount equal to the Fair Market
  Value, on the Implementation Date, of the Shares which would otherwise be
  available for Settlement to the Eligible Applicant on the Implementation Date
  calculated as at the Implementation Date; or

  
	
   

  	
   

  
	
  6.3.2

  	
  Settling to the Eligible Applicant concerned that number of Shares
  available for Settlement to the Eligible Applicant on the Implementation
  Date.

  
	
   

  	
   

  
	
  7

  	
  TERMINATION OF OFFICE

  
	
   

  	
   

  
	
  7.1

  	
  If an Eligible Applicant dies, the Restricted Shares Awarded to him
  in accordance with 4 shall be Settled, as soon as is reasonably practicable
  after his death, to his heirs, executor, trustee or other representative. Any
  Award in respect of which Restricted Shares are not so Settled shall be
  deemed to be reacquired.

  
	
   

  	
   

  
	
  7.2

  	
  If an Eligible Applicant ceases to be a non-executive director of the
  Company in the event that he -

  
	
   

  	
   

  
	
  7.2.1

  	
  is removed from office by way of a resolution of shareholders of the
  Company pursuant to his proven dishonest, fraudulent, grossly negligent or
  other misconduct;

  
					



 


13





















 


	
  7.2.2

  	
  becomes disqualified from holding appointment as a director of the
  Company;

  
	
   

  	
   

  
	
  7.2.3

  	
  tenders his resignation at the request of a majority of the Board in
  circumstances of the nature contemplated in 7.2.1,

  
	
   

  	
   

  
	
   

  	
  his award shall be deemed to have been reacquired.

  
	
   

  	
   

  
	
  7.3

  	
  If an Eligible Applicant ceases to be a non-executive director of the
  Company for any reason other than the reasons specified in 7.1 and 7.2, the
  Restricted Shares Awarded to him shall, unless Exco, in its discretion
  resolves otherwise, be settled on the Release Date in accordance with 5.

  
	
   

  	
   

  
	
  8

  	
  REACQUISITION

  
	
   

  	
   

  
	
   

  	
  If, in terms of any provision of this Plan, any
  Award or Restricted Share is deemed to have been reacquired, the Company is
  hereby irrevocably and in rem suam nominated, constituted and appointed as
  the sole attorney and agent of the Eligible Applicant concerned in that
  Eligible Applicant’s name, place and stead to sign and execute all such
  documents and do all such things as are necessary for that purpose.

  
	
   

  	
   

  
	
  9

  	
  TAX LIABILITY

  
	
   

  	
   

  
	
  9.1

  	
  Notwithstanding any other provision in this Deed, if the Company is
  obliged (or would suffer a disadvantage of any nature if it were not) to
  account for, withhold or deduct any (a) Tax in any jurisdiction which is
  payable in respect of, or in connection with the making of any Award, the
  Settlement to an Eligible Applicant of Shares, the payment of a cash amount
  and/or otherwise in connection with the Plan and/or (b) any amount in
  respect of any social security or similar contributions which would be
  recoverable from an Eligible Applicant in respect of the making of any Award,
  Settlement to an Eligible Application of Shares, the payment of a cash amount
  and/or otherwise in connection with the Plan (the obligations referred to in (a) and
  (b) hereinafter 

  
				



 


14





















 


	
   

  	
  referred to as a “Tax/Social
  Liability”), then the Company shall be entitled to account for,
  withhold or deduct such Tax/Social Liability or the Company shall be relieved
  from the obligation to Settle any Shares to an Eligible Applicant or to pay
  any amount to an Eligible Applicant in terms of the Plan until that Eligible
  Applicant has either -

  
	
   

  	
   

  
	
  9.1.1

  	
  made payment to the Company of an amount equal to the Tax/Social
  Liability; or

  
	
   

  	
   

  
	
  9.1.2

  	
  entered into an arrangement which is acceptable to the Company to
  secure that such payment is made (whether by authorising the sale of some or
  all of the Shares to be Settled to him and the payment of the relevant person
  of the amounts out of the proceeds of the sale or otherwise).

  
	
   

  	
   

  
	
  9.2

  	
  The Company is hereby irrevocably and in rem suam nominated,
  constituted and appointed as the sole attorney and agent of an Eligible
  Applicant, in that Eligible Applicant’s name, place and stead to sign and
  execute all such documents and do all such things as are necessary to give
  effect to the provisions of 9.1.2.

  
	
   

  	
   

  
	
  10

  	
  LISTINGS AND LEGAL REQUIREMENTS
  AND VOTING RIGHTS

  
	
   

  	
   

  
	
  10.1

  	
  Notwithstanding any other provision of this Plan -

  
	
   

  	
   

  
	
  10.1.1

  	
  no Shares shall be Settled to any Eligible Applicant or acquired
  pursuant to this Plan if Exco determines that such Settlement will or may
  violate any Applicable Laws or the listings requirements of any securities
  exchange on which the Shares are listed;

  
	
   

  	
   

  
	
  10.1.2

  	
  no Eligible Applicant shall be entitled to exercise the voting rights
  attached to any Shares until the Shares have been Settled to him in
  accordance with the provisions of this Plan; and

  
					



 


15





















 


	
  10.1.3

  	
  the Company shall apply for the listing of all Shares which are
  settled to Eligible Applicants on the JSE. It is recorded that the Company
  shall not be obliged to apply for, or procure, the listing of Shares which
  have been Settled to Eligible Applicants on any securities exchange other
  than the JSE.

  
	
   

  	
   

  
	
  11

  	
  AMENDMENT OF THE PLAN

  
	
   

  	
   

  
	
   

  	
  It shall be competent for Exco to amend any
  provisions of this Plan subject to the prior approval (if required) of every
  stock exchange on which the Shares are for the time being listed; provided
  that -

  
	
   

  	
   

  
	
  11.1

  	
  no such amendment shall affect the vested rights of any Eligible
  Applicants without his written consent; and

  
	
   

  	
   

  
	
  11.2

  	
  no such amendment affecting any of the following matters shall be
  competent unless it is sanctioned by the Company in general meeting -

  
	
   

  	
   

  
	
  11.2.1

  	
  the eligibility of Eligible Applicants under this Plan;

  
	
   

  	
   

  
	
  11.2.2

  	
  the definition of Fair Market Value;

  
	
   

  	
   

  
	
  11.2.3

  	
  the calculation of the total number of Shares which may be acquired
  for the purpose of or pursuant to this Plan;

  
	
   

  	
   

  
	
  11.2.4

  	
  the maximum number of Shares which may be acquired by any Eligible
  Applicant in terms of this Plan; and

  
	
   

  	
   

  
	
  11.2.5

  	
  the provisions of this 11.

  
	
   

  	
   

  
	
  12

  	
  ADMINISTRATION

  
	
   

  	
   

  
	
  12.1

  	
  Subject to the provisions of the Plan and to the approval of the
  Board, Exco shall be entitled to make and establish such rules and regulations,
  and to amend the same from time to time, as they may 

  
					



 


16





















 


	
   

  	
  deem necessary or expedient for the proper implementation and
  administration of the Plan.

  
	
   

  	
   

  
	
  12.2

  	
  The Company shall -

  
	
   

  	
   

  
	
  12.2.1

  	
  bear all costs of and incidental to the implementation and
  administration of the Plan and shall, as and when necessary, provide all
  requisite funds and facilities for that purpose; and

  
	
   

  	
   

  
	
  12.2.2

  	
  provide all secretarial, accounting, administrative, legal and financial
  advice and services, office accommodation, stationery and so forth for the
  purposes of the Plan.

  
	
   

  	
   

  
	
  13

  	
  ANNUAL FINANCIAL STATEMENTS

  
	
   

  	
   

  
	
   

  	
  Exco shall ensure that a summary appears in the
  annual financial statements of the Company of the number of Shares Awarded to
  Eligible Applicants in terms of Awards, the number of Shares that may be
  utilised for the purposes of this Plan, any changes in such numbers during
  the financial year under review, the number of Shares which may be acquired
  by Eligible Applicants and the number of Shares then under the control of the
  Board for Settlement to Eligible Applicants in terms of this Plan.

  
	
   

  	
   

  
	
  14

  	
  STRATE

  
	
   

  	
   

  
	
   

  	
  Notwithstanding any provision in this Deed, neither
  Exco nor the Company shall be obliged to deliver the Eligible Applicant’s
  share certificates in respect of the Shares settled to him in terms of this
  Deed but shall instead be obliged to procure such electronic transactions
  and/or entries and to deliver to the Eligible Applicant such documents (if
  any) as may be required to reflect his rights in and to such Shares pursuant
  to the provisions of the Act, the Security Services Act 36 of 2004, the Rules of
  the Central Securities Depository (being Share Transactions Totally
  Electronic Limited) and the requirements of the JSE.

  
				



 


17





















 


	
  15

  	
  DISPUTES

  
	
   

  	
   

  
	
  15.1

  	
  Save as otherwise expressly provided in this Deed, should any dispute
  of whatever nature arise in regard to the interpretation or effect, or the
  validity, enforceability or rectification (whether in whole or in part) of,
  or the respective rights or obligations of the parties under, or a breach or
  termination or cancellation of, this Deed, then the dispute shall, unless the
  parties thereto otherwise agree in writing, be referred for determination to
  an expert (“Expert”) in
  accordance with the remaining provisions of this 15.

  
	
   

  	
   

  
	
  15.2

  	
  The Expert shall -

  
	
   

  	
   

  
	
  15.2.1

  	
  if the matter in issue is primarily an accounting matter, be an
  independent practising chartered accountant of not less than fifteen years
  standing;

  
	
   

  	
   

  
	
  15.2.2

  	
  if the matter in issue is primarily a legal matter, be a practising
  senior counsel of not less than five years’ standing as such and practising
  at the Johannesburg bar;

  
	
   

  	
   

  
	
  15.2.3

  	
  if the matter in issue is any other matter, be an independent
  accountant or be a senior counsel as envisaged in 15.2.1 or 15.2.2 or be any
  other independent person,

  
	
   

  	
   

  
	
   

  	
  agreed upon by the parties to the dispute or,
  failing agreement within fourteen days after the dispute arises, appointed by
  the President for the time being of the South African Institute of Chartered
  Accountants or his successor-in-title at the request of any party to the
  dispute.

  
	
   

  	
   

  
	
  15.3

  	
  The Expert selected as aforesaid shall in all respects act as an
  expert and not as an arbitrator.

  
	
   

  	
   

  
	
  15.4

  	
  The Expert shall be vested with entire discretion as to the procedure
  to be followed in arriving at his decision. It shall not be necessary for the
  Expert to observe or carry out either the strict rules of evidence or 

  
				



 


18





















 


	
   

  	
  any other legal formalities or procedures, but the Expert shall be
  bound to follow principles of law in deciding matters submitted to him.

  
	
   

  	
   

  
	
  15.5

  	
  The Expert shall have the power, inter alia, to -

  
	
   

  	
   

  
	
  15.5.1

  	
  investigate or cause to be investigated any matter, fact or thing
  which he considers necessary or desirable in connection with the dispute and,
  for that purpose, shall have the widest powers of investigating all the
  books, records, documents and other things in the possession of any party to
  the dispute or the Company, the right to take copies and/or make extracts
  therefrom and the right to have them produced and/or delivered at any place
  reasonably required by him for the aforesaid purposes;

  
	
   

  	
   

  
	
  15.5.2

  	
  interview and question under oath any of the parties to the dispute
  or other parties, including the right to cross examine such parties;

  
	
   

  	
   

  
	
  15.5.3

  	
  summon witnesses;

  
	
   

  	
   

  
	
  15.5.4

  	
  record evidence;

  
	
   

  	
   

  
	
  15.5.5

  	
  make an interim award;

  
	
   

  	
   

  
	
  15.5.6

  	
  make an award regarding legal fees/costs and the Expert’s
  remuneration. If he fails or declines to do so, then each of the parties to
  the dispute shall bear and pay its own costs. Until such time as the Expert’s
  decision is given, the parties to the dispute shall bear and pay such costs
  in equal shares;

  
	
   

  	
   

  
	
  15.5.7

  	
  call for the assistance of any other person who he may deem necessary
  to assist him in arriving at his decision;

  
	
   

  	
   

  
	
  15.5.8

  	
  exercise any additional powers which may be exercised by an
  arbitrator in terms of the Arbitration Act as amended.

  
			



 


19





















 


	
  15.6

  	
  Any hearing by the Expert shall be held in Johannesburg unless the
  Expert determines that it is more convenient or equitable that the hearing or
  any part thereof (including, but without limitation, the taking of evidence)
  be held elsewhere, in which event the hearing (or the relevant part thereof)
  shall be held in the place so determined by the Expert.

  
	
   

  	
   

  
	
  15.7

  	
  The parties shall use their best endeavours to procure that the
  decision of the Expert shall be given within thirty days or so soon
  thereafter as is possible after it has been demanded.

  
	
   

  	
   

  
	
  15.8

  	
  The decision of the Expert shall be final and binding on all parties
  affected thereby, shall be carried into effect and may be made an order of
  any competent court at the instance of any party to the dispute.

  
	
   

  	
   

  
	
  15.9

  	
  This clause constitutes an irrevocable consent by the Company and all
  Eligible Applicants to any proceedings in terms thereof and no such party
  shall be entitled to withdraw therefrom or to claim at any such proceedings
  that it is not bound by this clause.

  
	
   

  	
   

  
	
  15.10

  	
  This clause shall not preclude any party from obtaining relief by way
  of motion proceedings on an urgent basis or from instituting any interdict,
  injunction or any similar proceedings in any court in the RSA (and not in any
  other jurisdiction) pending the decision of the Expert.

  
	
   

  	
   

  
	
  15.11

  	
  Subject to 15.5.8, the provisions of the Arbitration Act as amended
  shall not apply in respect of this clause or any other provision of this
  Deed.

  
	
   

  	
   

  
	
  15.12

  	
  This clause is severable from the rest of this Deed and shall remain
  in effect even if this Deed is terminated for any reason.

  



 


20





















 


	
  16

  	
  TERMINATION OF THE PLAN

  
	
   

  	
   

  
	
   

  	
  The Plan shall terminate as soon as there are no
  longer any Eligible Applicants and Exco so resolves.

  
	
   

  	
   

  
	
  17

  	
  DOMICILIUM AND NOTICES

  
	
   

  	
   

  
	
  17.1

  	
  The parties choose domicilium citandi et executandi for all purposes
  arising from the Plan, including the giving of any notice, the payment of any
  sum, the serving of any process, as follows -

  
	
   

  	
   

  
	
  17.1.1

  	
  the Company and Exco

  	
  :

  	
  The address and telefax number of the Registered Office of the
  Company from time to time;

  
	
   

  	
   

  	
   

  
	
  17.1.2

  	
  each Eligible Applicant

  	
  :

  	
  The physical address, telefax number and electronic address from time
  to time reflected as being his address, telefax number and/or electronic
  address in the Company’s records from time to time.

  
	
   

  	
   

  
	
  17.2

  	
  Each of the parties shall be entitled from time to time, by written
  notice to the other, to vary its domicilium to any other physical address
  and/or its facsimile number and/or (in the case of an Eligible Applicant) his
  electronic address.

  
	
   

  	
   

  
	
  17.3

  	
  Any notice given and any payment made by any party to the other
  which -

  
	
   

  	
   

  
	
  17.3.1

  	
  is delivered by hand during the normal business hours of the
  addressee at the addressee’s domicilium for the time being shall be
  rebuttably presumed to have been received by the addressee at the time of
  delivery;

  
	
   

  	
   

  
	
  17.3.2

  	
  is posted by prepaid registered post from an address within the
  Republic of South Africa to the addressee at the addressee’s domicilium for
  the time being shall be rebuttably presumed to 

  
							



 


21





















 


	
   

  	
  have been received by the addressee on the seventh day after the date
  of posting.

  
	
   

  	
   

  
	
  17.4

  	
  Any notice given by any party to any other party which is transmitted
  by electronic mail and/or facsimile to the addressee at the addressee’s
  electronic address and/or facsimile address (as the case may be) for the time
  being shall be presumed, until the contrary is proved by the addressee, to
  have been received by the addressee on the date of successful transmission
  thereof.

  
	
   

  	
   

  
	
  17.5

  	
  For the sake of clarity and the avoidance of any doubt it is recorded
  that an Eligible Applicant shall not be entitled to give any notice or serve
  any process on the Company and/or Exco by electronic mail.

  
	
   

  	
   

  
	
  18

  	
  COMPLIANCE

  
	
   

  	
   

  
	
  18.1

  	
  The Company shall comply with all Applicable Laws. The Plan shall at
  all times be operated and administered subject to all Applicable Laws.

  
	
   

  	
   

  
	
  18.2

  	
  Without derogating from the generality of the aforegoing, the Company
  shall -

  
	
   

  	
   

  
	
  18.2.1

  	
  appoint the Secretary as Compliance Officer of the Plan in terms of section 144A
  of the Act and comply with the provisions of section 144A of the Act;

  
	
   

  	
   

  
	
  18.2.2

  	
  comply with section 93 of the Act.

  
	
   

  	
   

  
	
  19

  	
  GENERAL PROVISIONS

  
	
   

  	
   

  
	
  19.1

  	
  The rights and obligations of any Eligible Applicant under the terms
  of his office shall not be affected by his participation in the Plan or any
  right which he may have to participate in it.

  
						



 


22





















 


	
  19.2

  	
  The Plan shall be governed and construed in accordance with the laws
  of the RSA.

  
	
   

  	
   

  
	
  19.3

  	
  Subject to the provisions of 15, the Company and all Eligible Applicants
  hereby consent and submit to the jurisdiction of the Witwatersrand Local
  Division of the High Court in respect of any dispute or claim arising out of
  or in connection with this Plan.

  



 


 


	
  Signed
  at Johannesburg 

  	
  on
  

  	
  18 November 2005

  
	
   

  	
   

  	
   

  
	
   

  	
  for
  Gold Fields Limited

  	
   

  



 


 


	
   

  	
    /s/
  Ian D. Cockerill

  
	
   

  	
    who warrants that he is duly
  authorised hereto

  



 


 


The Gold
Fields 2005 Non-Executive Share Plan was duly adopted at a meeting of the Company
held at Johannesburg on 17 November 2005.


 


 


	
  Signed
  at Johannesburg 

  	
  on
  

  	
  17 November 2005

  



 


 


	
   

  	
    /s/
  Christopher M. T. Thompson

  
	
   

  	
    Chairman

  



 


23