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Results of Gold Fields annual general meeting

Friday, 9 May 2014

Johannesburg, 9 May 2014: Gold Fields Limited (Gold Fields) (JSE, NYSE, NASDAQ Dubai: GFI) shareholders are advised that all the results of the business conducted at the annual general meeting held on Friday 9 May 2014 in Sandown, Sandton, South Africa (including a percentage of the total number of shares voted) are as follows:

1.

Reappointment of auditors Resolved that KPMG Inc., upon the recommendation of the current Audit Committee of the Company, be reappointed as the auditors of the Company until the conclusion of the next AGM.

 

For: 99.59%; Against 0.41%

2.

Re-election of a director – K Ansah Resolved that Mr K Ansah, who was first appointed to the Board on 2 February 2004 and who retires in terms of the Company’s Memorandum of Incorporation, and who is eligible and available for re-election, is re-elected as a director of the Company.

 

For: 98.35%; Against 1.65%

3.

Re-election of a director – NJ Holland Resolved that Mr NJ Holland, who was first appointed to the Board on 14 April 1998 as an executive director and who retires in terms of the Company’s Memorandum of Incorporation, and who is eligible and available for re-election, is re-elected as a director of the Company.

 

For: 99.90%; Against 0.10%

4.

Re-election of a director – PA Schmidt Resolved that Mr PA Schmidt, who was first appointed to the Board on 6 November 2009 as an executive director and who retires in terms of the Company’s Memorandum of Incorporation, and who is eligible and available for re-election, is re-elected as a director of the Company.

 

For: 97.77%; Against 2.23%

5.

Re-election of a member of the Audit Committee – GM Wilson Resolved that Ms GM Wilson is re-elected as a member of the Audit Committee with effect from the end of this AGM, in terms of section 94(2) of the Act.

 

For: 93.54%; Against 6.46%

6.

Re-election of a member of the Audit Committee – RP Menell Resolved that Mr RP Menell is re-elected as a member of the Audit Committee with effect from the end of this AGM, in terms of section 95(2) of the Act.

 

For: 97.80%; Against 2.20%

7.

Re-election of a member of the Audit Committee – DMJ Ncube Resolved that Mr DMJ Ncube is re-elected as a member of the Audit Committee with effect from the end of the AGM, in terms of section 94(2) of the Act.

 

For: 99.98%; Against 0.02%

8.

Approval for the issue of authorized but unissued ordinary shares

 

For: 91.35%; Against 8.65%

9.

Advisory endorsement of the remuneration policy

 

For: 69.79%; Against 30.21%

10.

Special resolution number 1: Approval for the issuing of equity securities for cash

 

For: 90.99%; Against 9.01%

11.

Special resolution number 2: Approval of the remuneration of non-executive directors.

 

For: 87.56%; Against 12.44%

12.

Special resolution number 3: Approval of the Company to grant financial assistance in terms of section 44 and 45 of the Act.

 

For: 98.95%; Against 1.05%

13.

Special resolution number 4: Acquisition of the Company’s own shares. Although Gold Fields had put forward Special Resolution No 4 as set out in the notice of meeting and had received sufficient votes prior to the meeting to pass the special resolution as presented, in line with feedback from shareholders, it was proposed at the meeting to amend this resolution by reducing the 20% maximum down to 10% and the amendment was adopted.

 

For: 86.24%; Against 13.76%

 

Over 81.69% of votable shares were represented at the AGM.


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