Results of Annual General Meeting of Gold Fields Limited
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 2023
Shareholders are advised that at the Annual General Meeting of Gold Fields
Limited held on Wednesday, 24 May 2023, all resolutions, except Ordinary
resolution number 5.2(for more details, please refer to information below the
table), were passed by the requisite majority at the Company’s Annual General
Meeting (AGM) held at 150 Helen Road, Sandown, Sandton and through electronic
participation. In accordance with recommended practices, a poll was conducted on
each resolution during the meeting.
Details of the results of the voting are as follows:
Total issued share capital: 893 527 657
Total number of shares present/represented
including proxies at the meeting: 756 837 504
being 84.70% of the total votable shares
Ordinary % of votes % of votes Number of % of shares % of
resolutions for the against the shares voted voted shares
resolution resolution abstained
ORDINARY RESOLUTION – RE-ELECTION OF EXTERNAL AUDITORS AND DESIGNATED AUDIT PARTNER
1: Appointment of 99.96% 0.04% 755 584 078 84.56% 0.14%
PwC as external
auditors
ORDINARY RESOLUTIONS ELECTION AND RE-ELECTION OF DIRECTORS
2.1: Election of 99.86% 0.14% 755 542 721 84.56% 0.14%
director – M Preece
2.2: Re- Election 95.45% 4.55% 751 352 372 84.09% 0.61%
of director – YGH
Suleman
2.3: Re-election of 91.77% 8.23% 755 549 615 84.56% 0.14%
director – TP
Goodlace
2.4: Re-election of 97.48% 2.52% 755 550 817 84.56% 0.14%
director – PG
Sibiya
ORDINARY RESOLUTIONS – ELECTION AND RE- ELECTION OF AUDIT CHAIRPERSON AND AUDIT
COMMITTEE MEMBERS
3.1: Election of a 98.23% 1.77% 755 551 203 84.56% 0.14%
member and
chairperson of the
Audit Committee –
PG Sibiya
3.2: Re-election of 98.35% 1.65% 755 548 564 84.56% 0.14%
Ordinary % of votes % of votes Number of % of shares % of
resolutions for the against the shares voted voted shares
resolution resolution abstained
Audit committee
member – A Andani
3.3: Re-election of 98.02% 1.98% 755 553 322 84.56% 0.14%
Audit committee
member – PJ Bacchus
ORDINARY RESOLUTION – APPROVAL FOR THE ISSUE OF AUTHORISED BUT UNISSUED SHARES
4: Approval for the 92.01% 7.99% 755 063 304 84.50% 0.20%
issue of authorised
but unissued
ordinary shares
ORDINARY RESOLUTIONS – ADVISORY ENDORSEMENTS OF REMUNERATION POLOCY AND REMUNERATION
IMPLEMENTATION REPORT
5.1: Advisory 91.52% 8.48% 754 995 551 84.50% 0.21%
endorsement
of the Remuneration
Policy
5.2: * Advisory 64.38% 35.62% 754 945 756 84.49% 0.21%
endorsement
of the Remuneration
Implementation
Report
*Engagement with Shareholders is required in respect of ordinary resolution 5.2, the
Remuneration Implementation Report, in terms of the JSE Listings Requirements 3.84(j) and
in line with King Code IV, due to the fact that more than 25% of the voting rights
exercised voted against the Company’s Remuneration Implementation Report. As such,
dissenting shareholders who wish to engage with Gold Fields can do so by e-mailing the
Company Secretary at the email address Anre.Weststrate@goldfields.com, from 24 May 2023 to
23 June 2023.
The Company, through the Remuneration Committee, will address all legitimate objections
and concerns raised in writing, and if required, engage further with shareholders.
Special Resolutions % of votes %of votes Number of % of % of
for the against the shares voted shares shares
resolution resolution voted abstained
SPECIAL RESOLUTION – APPROVAL FOR THE ISSUING OF EQUITY SECURITIES FOR CASH
1: Approval for issue 88.98% 11.02% 755 478 199 84.55% 0.15%
of shares for cash
SPECIAL RESOLUTIONS REMUNERATION OF NON-EXECUTIVE DIRECTORS
2.1: The Chairperson of 99.80% 0.20% 754 923 318 84.49% 0.21%
the Board (all-
inclusive fee)
2.2: The Lead 98.78% 1.22% 754 959 174 84.49% 0.21%
Independent Director of
the Board (all-
inclusive fee)
2.3: Approval of the 99.22% 0.78% 754 975 101 84.49% 0.21%
remuneration of NEDs -
Members of the Board
(excluding the
Chairperson and Lead
Independent Director of
the Board)
2.4:The Chairperson of 99.81% 0.19% 755 412 774 84.54% 0.16%
the Audit Committee
2.5: The Chairpersons 99.37% 0.63% 755 405 421 84.54% 0.16%
of the Capital
Projects, Control and
Review Committee,
Nominating and
Governance Committee,
Remuneration Committee,
Risk Committee, SET
Committee and
SHSD Committee
(excluding the
Chairperson and Lead
Independent Director of
the Board)
2.6: Members of the 99.82% 0.18% 755 374 041 84.54% 0.16%
Audit Committee
(excluding the
Chairperson of the
Audit Committee and
Lead Independent
Director of the Board)
2.7: Members of the 99.75% 0.25% 755 375 177 84.54% 0.16%
Capital Projects,
Control and Review
Committee, Nominating
and Governance
Committee,
Remuneration Committee,
Risk
Committee, SET
Committee and SHSD
Committee (excluding
the Chairpersons of
these
Committees, Chairperson
and Lead Independent
Director of the Board)
2.8: Chairperson of an 99.29% 0.71% 755 370 322 84.54% 0.16%
adhoc committee (per
meeting chaired)
2.9: Member of an ad- 99.29% 0.71% 755 372 271 84.54% 0.16%
hoc committee (per
meeting attended)
SPECIAL RESOLUTION – GRANT INTER GROUP FINANCIAL ASSISTANCE IN TERMS OF SECTION 44 AND 45
OF THE ACT
3: Approval for the 98.03% 1.97% 755 409 626 84.54% 0.16%
Company to grant inter-
group financial
assistance in terms of
section 44 and 45 of
the Act
SPECIAL RESOLUTION – ACQUISITION OF THE COMPANY’S OWN SHARES
4: Approval for the 83.74% 16.26% 755 493 046 84.55% 0.15%
Acquisition of the
Company’s own shares
24 May 2023
Sponsor
J.P. Morgan Equities South Africa (Pty) Ltd
Date: 24-05-2023 05:38:00
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