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Results of Gold Fields annual general meeting

Thursday, 7 May 2015

Johannesburg, 7 May 2015: Gold Fields Limited (Gold Fields) (JSE, NYSE, NASDAQ Dubai: GFI) shareholders are advised that the results of the business conducted at the annual general meeting held on Wednesday, 6 May 2015, in Sandown, Sandton, South Africa (including a percentage of the total number of shares voted) are as follows:

Ordinary Resolution 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: 99.98%; Against 0.02%

Ordinary Resolution 2: Re-election of a director – AR Hill Resolved that Mr AR Hill, who was first appointed to the Board on 21 August 2009, 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 until 31 December 2015.

For: 92.29%; Against 7.71%

Ordinary Resolution 3: Re-election of a director – RP Menell Resolved that Mr RP Menell, who was first appointed to the Board on 8 October 2008, 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: 96.74%; Against 3.26%

Ordinary Resolution 4: Re-election of a director – CA Carolus Resolved that Ms CA Carolus, who was first appointed to the Board on 10 March 2009, 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: 89.11%; Against 10.89%

Ordinary Resolution 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: 97.82%; Against 2.18%

Ordinary Resolution 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: 96.79%; Against 3.21%

Ordinary Resolution 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: 97.82%; Against 2.18%

Ordinary Resolution 8: Approval for the issue of authorised but unissued ordinary shares.

For: 91.05%; Against 8.95%

Ordinary Resolution 9: Approval for the issuing of equity securities for cash.

For: 91.09%; Against 8.91%

Advisory Endorsement: Advisory endorsement of the remuneration policy.

For: 77.33%; Against 22.67%

Special Resolution 1: Approval for the remuneration of non-executive directors.

For: 98.82%; Against 1.18%

Special Resolution 2: Approval of the Company to grant financial assistance in terms of section 44 and 45 of the Act.

For: 99.79%; Against 0.21%

Special Resolution 3: Acquisition of the Company’s own shares.

For: 85.86%; Against 14.14%

Over 81.48% 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.



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