GOLD FIELDS LIMITED - Results of Annual General Meeting of Gold Fields Limited

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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