GFI 201705240047A
Results of AGM and changes to the board
Gold Fields Limited
Incorporated in the Republic of South Africa)
Registration Number 1968/004880/06)
JSE, NYSE, DIFX Share Code: GFI
ISIN: ZAE000018123
"Gold Fields" or “the Company”)
RESULTS OF ANNUAL GENERAL MEETING OF GOLD FIELDS LIMITED HELD ON 24 MAY
2017 AND CHANGES TO THE BOARD
Shareholders are advised that at the Annual General Meeting of Gold Fields
Limited held on Wednesday 24 May 2017, the ordinary and special
resolutions, as well as advisory endorsement of the company’s remuneration
policy, as set out in the notice of the annual general meeting dispatched
to shareholders on 21 April 2017 were passed, on a poll, by the requisite
majorities.
Details of the results of the voting are as follows:
Total issued share capital: 821,532,707
Total number of shares present/
represented including proxies at the meeting: 702,751,750
being 86% of the total votable shares
Ordinary Number of Shares Shares Shares
resolutions shares voted for: voted abstained:
voted against:
1.Re- 702,088,126 701,227,480 860,646 663,624
appointment of
auditors % of total % of shares % of % of total
issued voted shares issued
shares voted shares
100% 99.88% 0.12% 0.08%
701,858,256 701,357.870 500,386 893,494
2.1 Re-election % of total % of shares % of % of total
of a director: issued voted shares issued
TP Goodlace shares voted shares
100% 99.93% 0.07% 0.11%
701,855,526 701,330,479 525,047 896,224
2.2 Re-election % of total % of total % of total % of total
of a director: issued issued issued issued
A Andani shares shares shares shares
100% 99.93% 0.07% 0.11%
701,855,302 701,351,801 503,501 896 448
2.3 Re-election % of total % of total % of total % of total
of a director: issued issued issued issued
PJ Bacchus shares shares shares shares
100% 99.93% 0.07% 0.11%
2.4 Re-election 701,861,017 701,361,912 499,105 890,733
of a director: % of total % of total % of total % of total
YGH Suleman issued issued issued issued
shares shares shares shares
100% 99.93% 0.07% 0.11%
701,850,662 701,406,993 443,669 901,088
2.5 Re-election % of total % of total % of total % of total
of a director:C issued issued issued issued
Letton shares shares shares shares
100% 99.94% 0.06% 0.11%
701,851,482 701,222,543 628,939 900,268
2.6 Re-election % of total % of total % of total % of total
of a director: issued issued issued issued
NJ Holland shares shares shares shares
100% 99.91% 0.09% 0.11%
701,858,264 701,260,525 597,739 893,486
2.7 Re-election % of total % of total % of total % of total
of a director: issued issued issued issued
PA Schmidt shares shares shares shares
100% 99.91% 0.09% 0.11%
701,853,481 701,367,409 486,072 898,269
3.1. Re-
election of
% of total % of shares % of % of total
Audit Committee
issued voted shares issued
member: YGH
shares voted shares
Suleman
100% 99.93% 0.07% 0.11%
3.2. Re- 701,836,148 701,333,326 502,822 915,602
election of a
member of the % of total % of shares % of % of total
Audit issued voted shares issued
Committee:A shares voted shares
Andani 100% 99.93% 0.07% 0.11%
3.3 Re-election 701,840,435 697,644,470 4,195,965 911,315
of a member of % of total % of total % of total % of total
the Audit issued issued issued issued
Committee: PJ shares shares shares shares
Bacchus 100% 99.40% 0.60% 0.11%
3.4 Re-election 701,843,576 701,402,749 440,827 908,174
of a member of % of total % of total % of total % of total
the Audit issued issued issued issued
Committee: RP shares shares shares shares
Menell 100% 99.94% 0.06% 0.11%
3.5 Re-election 701,827,431 696,920,863 4,906,568 924,319
of the member % of total % of total % of total % of total
of the Audit issued issued issued issued
Committee: DMJ shares shares shares shares
Ncube 100% 99.30% 0.70% 0.11%
4. Approval for 701,833,129 618,735,631 83,097,498 918,621
the issue of
authorised but % of total % of shares % of % of total
unissued issued voted shares issued
ordinary shares shares voted shares
100% 88.16% 11.84% 0.11%
Special Number of Shares Shares Shares
resolutions shares voted for: voted abstained:
voted against:
1.Approval for 701,811,391 632,889,913 68,921,478 940,359
the conversion % of total % of total % of total % of total
of par value issued issued issued issued
shares to no shares shares shares shares
par value share 100% 90.18% 9.82% 0.11%
2. Approval for 701,854,052 618,402,653 83,451,399 897,698
the increase in % of total % of shares % of % of total
the authorised issued voted shares issued
share capital shares voted shares
100% 88.11% 11.89% 0.11%
3.Approval for 701,896,058 618,236,418 83,659,640 855,692
the issuing of % of total % of total % of total % of total
equity issued issued issued issued
securities for shares shares shares shares
cash 100% 88.08% 11.92% 0.10%
Advisory 690,150,036 669,299,397 20,850,639 12,601,714
endorsement of
the % of total % of shares % of % of
remuneration issued voted shares shares
policy shares voted voted
100% 96.98% 3.02% 1.53%
4. Approval for 701,700,805 697,414,370 4,286,435 1,050,945
the
remuneration of % of total % of shares % of % of total
non-executive issued voted shares issued
directors shares voted shares
100% 99.39% 0.61% 0.13%
5. Approval for 701,666,714 699,382,194 2,284,520 1,085,036
the Company to
grant inter- % of total % of shares % of % of total
group financial issued voted shares issued
assistance in shares voted shares
terms of 100% 99.67% 0.33% 0.13%
section 44 and
45 of the Act
701,807,710 643,281,709 58,526,001 944,040
6. Acquisition
of the % of total % of shares % of % of
Company’s own issued voted shares shares
shares shares voted voted
100% 91.66% 8.34% 0.11%
701,677,723 620,945,786 80,731,937 1,074,027
7.Amendments to
the existing % of total % of shares % of % of
Memorandum of issued voted shares shares
Incorporation shares voted voted
100% 88.49% 11.51% 0.31%
Over 86% of votable shares were represented at the AGM.
The special resolutions will be filed with the Companies and Intellectual
Property Commission in accordance with the requirements of the Companies
Act, No 71 of 2008.
In terms of paragraph 3.59 of the JSE Limited’s Listings Requirements,
shareholders are advised that Ms Gayle Wilson, who is the current chair of
the Audit Committee, has retired as a non-executive director of the Gold
Fields board of directors (“the Board”), with effect from this AGM. The
Board would like to thank Ms Wilson for her valuable contribution to the
Company over the past 9 years and wish her everything of the best in her
future endeavours.
Mr YGH Suleman will serve as the new Chair of the Audit Committee with
effect from this AGM.
24 May 2017
Sponsor
J.P. Morgan Equities South Africa (Pty) Ltd
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