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NOTICE OF ANNUAL GENERAL MEETING

Gold Fields Limited (Registration number 1968/004880/06)
Share code: GFI
Issuer code: GOGOF
ISIN: ZAE000018123

Notice is hereby given that the annual general meeting of shareholders of Gold Fields Limited will be held at 150 Helen Road, Sandown, Sandton on Wednesday, 4 November 2009 at 09:00, to consider and, if deemed fit, to pass, with or without modification, the following ordinary and special resolutions in the manner required by the Companies Act, 61 of 1973, as amended, and subject to the Listings Requirements of JSE Limited and other stock exchanges on which the company’s ordinary shares are listed.

Ordinary Resolution Number 1

Adoption of financial statements

“Resolved that the consolidated audited annual financial statements of the company and its subsidiaries, incorporating the auditors’ and directors’ reports for the year ended 30 June 2009, be received and adopted.”

Ordinary Resolution Number 2

Re-election of director

“Resolved that Ms CA Carolus who was appointed to the Board on 10 March 2009 and who retires in terms of the articles of association, and who is eligible and available for re-election, is hereby re-elected as a director of the company.” A brief CV is set out on page 17 of the annual report.

Ordinary Resolution Number 3

Re-election of director

“Resolved that Mr R Dañino who was appointed to the Board on 10 March 2009 and who retires in terms of the articles of association, and who is eligible and available for re-election, is hereby re-elected as a director of the company.” A brief CV is set out on page 17 of the annual report.

Ordinary Resolution Number 4

Re-election of director

“Resolved that Mr AR Hill who was appointed to the Board on 21 August 2009 and who retires in terms of the articles of association, and who is eligible and available for re-election, is hereby re-elected as a director of the company.” A brief CV is set out on page 17 of the annual report.

Ordinary Resolution Number 5

Re-election of director

“Resolved that Mr NJ Holland who retires in terms of the articles of association, and who is eligible and available for re-election, is hereby re-elected as a director of the company.” A brief CV is set out on page 16 of the annual report.

Ordinary Resolution Number 6

Re-election of director

“Resolved that Mr RP Menell who was appointed to the Board on 1 October 2008 and who retires in terms of the articles of association, and who is eligible and available for re-election, is hereby re-elected as a director of the company.” A brief CV is set out on page 16 of the annual report.

Ordinary Resolution Number 7

Placement of ordinary shares under the control of the directors

“Resolved that, the entire authorised but unissued ordinary share capital of the company from time to time, after setting aside so many shares as may be required to be allotted and issued by the company in terms of any share plan or scheme for the benefit of employees and/or directors (whether executive or non-executive), be and is hereby placed under the control of the directors of the company until the next annual general meeting, on the basis that such directors be and are hereby authorised in terms of section 221(2) of the Companies Act 61 of 1973, as amended (Companies Act), to allot and issue all or part thereof in their discretion, subject to the provisions of the Companies Act and the Listings Requirements of JSE Limited.”

Ordinary Resolution Number 8

Placement of non-convertible redeemable preference shares under the control of the directors

“Resolved that the non-convertible redeemable preference shares in the authorised but unissued share capital of the company be and they are hereby placed under the control of the directors for allotment and issue at the discretion of the directors of the company, subject to all applicable legislation, the requirements of any recognised stock exchange on which the shares in the capital of the company may from time to time be listed and with such rights and privileges attached thereto as the directors may determine.”

Ordinary Resolution Number 9

Issuing equity securities for cash

“Resolved that, pursuant to the articles of association of the company, and subject to the passing of ordinary resolution number 7, the directors of the company be and are hereby authorised until the forthcoming annual general meeting of the company (whereupon this authority shall lapse unless it is renewed at the aforementioned annual general meeting, provided that it shall not extend beyond 15 (fifteen) months of the date of this meeting), to allot and issue equity securities for cash subject to the Listings Requirements of JSE Limited (JSE) and subject to the Companies Act, 61 of 1973, as amended on the following basis:

(a)
the allotment and issue of equity securities for cash shall be made only to persons qualifying as public shareholders as defined in the Listings Requirements of the JSE and not to related parties;
   
(b)

equity securities which are the subject of issues for cash:

i. in the aggregate in any one financial year may not exceed 10 per cent of the company’s relevant number of equity securities in issue of that class;
   
ii. of a particular class, will be aggregated with any securities that are compulsorily convertible into securities of that class, and, in the case of the issue of compulsorily convertible securities, aggregated with the securities of that class into which they are compulsorily convertible;
   
iii. as regards the number of securities which may be issued (the 10 per cent number), shall be based on the number of securities of that class in issue added to those that may be issued in future (arising from the conversion of options/ convertible securities), at the date of such application, less any securities of the class issued, or to be issued in future arising from options/convertible securities issued, during the current financial year, plus any securities of that class to be issued pursuant to a rights issue which has been announced, is irrevocable and is fully underwritten or acquisition (which had final terms announced) may be included as though they were securities in issue at the date of application;
   
(c) the maximum discount at which equity securities may be issued is 10 (ten) per cent of the weighted average traded price on the JSE of such equity securities over the 30 (thirty) business days prior to the date that the price of the issue is determined or agreed by the directors of the company;
   
(d) after the company has issued equity securities for cash which represent, on a cumulative basis within a financial year, 5 (five per cent or more of the number of equity securities of that class in issue prior to that issue, the company shall publish an announcement containing full details of the issue, including the effect of the issue on the net asset value and earnings per share of the company; and
   
(e) the equity securities which are the subject of the issue for cash are of a class already in issue or where this is not the case, must be limited to such securities or rights that are convertible into a class already in issue.”

In terms of the Listings Requirements of the JSE, a 75 per cent majority is required of votes cast in favour of such resolution by all equity securities holders present or represented by proxy at the general meeting convened to approve the above resolution regarding the waiver of the pre-emptive rights.

Ordinary Resolution Number 10

Amendments to the Gold Fields Limited 2005 Share Plan

“Resolved that, the Gold Fields Limited 2005 Share Plan adopted by the company at its Annual General Meeting on 17 November 2005 (the Share Plan) be and is hereby amended in accordance with the Deed of Amendment tabled at the Annual General Meeting and initialled by the Chairman for the purpose of identification.”

Explanatory note on Resolution Number 10

The Deed of Amendment provides for the following two amendments to the Share Plan:

(i) The Share Plan affords eligible employees the opportunity of acquiring Performance Allocated Share Appreciation Rights. The current rules of the Share Plan provide that even if an eligible employee ceases to be employed by the Group as a result of his lawful summary dismissal or his dismissal on the grounds of his proven dishonest, fraudulent or grossly negligent conduct he is able to retain his Share Appreciation Rights which have vested in him at the time of such dismissal. However, this provision is not aligned with Gold Fields’ ethics policy or the provisions of the previous option scheme, which provides that if an employee ceases to be employed by the Group as a result of his lawful summary dismissal or his dismissal on the grounds of his proven dishonest, fraudulent or grossly negligent conduct, he would forfeit his vested options. The proposed amendment will, if adopted by shareholders, have the effect that all Share Appreciation Rights allocated to an employee, who ceases to be employed by the Group as a result of his lawful summary dismissal or his dismissal on the grounds of his proven dishonest, fraudulent or grossly negligent conduct, will be forfeited, whether or not such Share Appreciation Rights have vested in such employee;
   
(ii)
The current rules of the Share Plan provide that in the event of a no-fault termination of employment, the maximum number of Performance Vesting Restricted Shares to be settled to such employee shall be adjusted as if the Group had met the Target Performance Criteria. The proposed amendment will, if adopted by shareholders, have the effect that where the Board has already determined, prior to the date of termination of employment, that the Performance Criteria in respect of an Award have not been satisfied or exceeded, the number of Performance Vesting Restricted Shares to be settled to such employee shall be adjusted in the manner set out in the relevant Award Letter.

In terms of the Listings Requirements of the JSE, a 75 per cent majority is required of votes cast in favour of the above resolution by all equity securities holders present or represented by proxy at the general meeting convened to approve the above resolution regarding the amendment of the Share Plan.

Ordinary Resolution Number 11

Award of rights to non-executive directors under The Gold Fields Limited 2005 Non-executive Share Plan

“Resolved that:

(a)

The following non-executive directors are awarded rights to the following numbers of shares in terms of The Gold Fields Limited 2005 Non-executive Share Plan:

(i). AJ Wright – 6,300;
(ii.) K Ansah – 4,100;
(iii.) CA Carolus – 4,100;
(iv.) R Dañino – 4,100;
(v.) JG Hopwood – 4,100;
(vi.) RP Menell – 4,100;
(vii.) DN Murray – 4,100;
(viii.) DMJ Ncube – 4,100;
(ix.) RL Pennant-Rea – 4,100;
(x.) CI von Christierson – 4,100;
(xi) GM Wilson – 4,100.
   
(b) So many unissued ordinary shares in the capital of the company as are necessary to allot and issue the shares in respect of which rights have been awarded to non-executive directors under this ordinary resolution number 11, be and are hereby placed under the control of the directors of the company who are specifically authorised in terms of section 221(2) of the Companies Act 61 of 1973, as amended, to allot and issue all and any of such shares, in accordance with the terms and conditions of The Gold Fields Limited 2005 Non-executive Share Plan, as same may be amended from time to time.”

Explanatory note on Resolution Number 11

The reasons for and effect of ordinary resolution number 11 are set out in the directors’ report which forms part of the annual financial statements of the company, which accompany this notice of annual general meeting. This resolution relates to The Gold Fields Limited 2005 Non-executive Share Plan. Copies of The Gold Fields Limited 2005 Non-executive Share Plan are available for inspection at the registered office of the company from 08:00 to 17:00 until the date of the annual general meeting.

Ordinary Resolution Number 12

Increase of non-executive directors’ fees

“Resolved that the following remuneration shall be payable to non-executive directors of the company with effect from 1 January 2010;

Retainer fee for:      
  • The Chairman of the Board
R1,325,000   per annum
  • The Chairman of the Audit Committee
R195,000   per annum
  • The Chairman of the Capital Projects Control and Review Committee, Nominating and Governance Committee, Remuneration Committee and Safety, Health and Sustainable Development Committee
R150,000   per annum
       
Retainer fee for:      
  • Members of the Board (excluding the Chairman of the Board)
R275,000   per annum
  • Members of the Audit Committee
R120,000   per annum
  • Members of the Capital Projects Control and Review Committee, Nominating and Governance Committee, Remuneration Committee and Safety, Health and Sustainable Development Committee
R95,000   per annum
       
Travel allowance payable to directors who travel internationally to attend meetings US$5,400   per international trip required

Explanatory note on Resolution Number 12

It has become necessary to change the basis on which the remuneration of non-executive directors has been determined. The role of non-executive directors is under increasing focus of late with greater accountability and risk attached to the position. As Gold Fields is a global company and thus requires directors of international stature, its remuneration structure should take account of international as well as local norms in determining the appropriate remuneration for its directors. There is also an increasing practice of paying a single annual fee to directors, adjusted depending on their roles and participation in the Board and its various sub-committees.

It is therefore proposed that a flat fee be paid to all non-executive directors, as per the resolution above, which would be a 12 per cent increase on the fees approved and shares awarded at the last annual general meeting.

It is further proposed that the travel allowance payable to directors who travel internationally to attend meetings be increased from US$5,000 per international trip required to US$5,400 per international trip required.

Special Resolution Number 1

Acquisition of company’s own shares

“Resolved that, pursuant to the articles of association of the company, the company or any subsidiary of the company is hereby authorised by way of general approval, from time to time, to acquire ordinary shares in the share capital of the company in accordance with the Companies Act, 61 of 1973 and the JSE Listings Requirements, provided that:

(i) the number of ordinary shares acquired in any one financial year shall not exceed 20 per cent of the ordinary shares in issue at the date on which this resolution is passed;
   
(ii) this authority shall lapse on the earlier of the date of the next annual general meeting of the company or the date 15 months after the date on which this resolution is passed;
   
(iii) the repurchase must be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counter party;
   
(iv) the company only appoints one agent to effect any repurchase (s) on its behalf;
   
(v) the price paid per ordinary share may not be greater than 10 per cent above the weighted average of the market value of the ordinary shares for the five business days immediately preceding the date on which a purchase is made;
   
(vi) the number of shares purchased by subsidiaries of the company shall not exceed 10 per cent in the aggregate of the number of issued shares in the company at the relevant times;
   
(vii) the repurchase of shares by the company or its subsidiaries may not be effected during a prohibited period, as defined in the JSE Listings Requirements;
   
(viii) after a repurchase, the company will continue to comply with all the JSE Listings Requirements concerning shareholder spread requirements; and
   
(ix) an announcement containing full details of such acquisitions of shares will be published as soon as the company and/or its subsidiaries have acquired shares constituting, on a cumulative basis 3 per cent of the number of shares in issue at the date of the general meeting at which this special resolution is considered and if approved, passed, and for each 3 per cent in aggregate of the initial number acquired thereafter.”

Explanatory note on Special Resolution Number 1

The reason for and effect of this special resolution is to allow the company and/or its subsidiaries by way of a general authority to acquire its own issued shares, thereby reducing the total number of ordinary shares of the company in issue. At the present time, the directors have no specific intention with regard to the utilisation of this authority which will only be used if the circumstances are appropriate. Any decision by the directors, after considering the effect of a repurchase of up to 20 per cent of the company’s issued ordinary shares, to use the general authority to repurchase shares of the company or Group will be with regard to the prevailing market conditions and other factors and provided that, after such acquisition, the directors are of the opinion that:

(i) the company and its subsidiaries will be able to pay their debts in the ordinary course of business for a period of 12 months after the date of this notice;
   
(ii) recognised and measured in accordance with the accounting policies used in the latest audited annual Group financial statements, the assets of the company and its subsidiaries will exceed the liabilities of the company and its subsidiaries for a period of 12 months after the date of this notice;
   
(iii) the ordinary capital and reserves of the company and its subsidiaries will be adequate for the purposes of the business of the company and its subsidiaries for the period of 12 months after the date of this notice; and
   
(iv) the working capital of the company and its subsidiaries will be adequate for the purposes of the business of the company and its subsidiaries for the period of 12 months after the date of this notice.

The company will ensure that its sponsor will provide the necessary letter on the adequacy of the working capital in terms of the JSE Listings Requirements, prior to the commencement of any purchase of the company’s shares on the open market.

The JSE Listings Requirements require, in terms of section 11.26, the following disclosure requirements, which appear in the annual report of which this notice will be a part:

  • Directors and management – refer to pages 16 to 19 of the annual report
  • Major beneficial shareholders – refer to page 214 of the annual financial report
  • Directors’ interests in ordinary shares – refer to page 116 of the annual financial report
  • Share capital of the company – refer to page 112 of the annual financial report

The directors of the company are not aware of any legal or arbitration proceedings, including proceedings that are pending or threatened, that may have or have had in the recent past, being at least the previous 12 months, a material effect on the Group’s financial position, save for the summons received on 21 August 2008, by Gold Fields Operations Limited (formerly known as Western Areas Limited) (Gold Fields Operations), a subsidiary of the company. The summons was received from Randgold & Exploration Company Limited (Randgold) and African Strategic Investments (Holdings) Limited. The summons claims that during the period that Gold Fields Operations was under the control of Mr Brett Kebble, Mr Roger Kebble and others, Gold Fields Operations was allegedly part of a scam whereby JCI Limited unlawfully disposed of shares owned by Randgold in Randgold Resources Limited (RRL) and Afrikander Lease Limited, now Uranium One.

Gold Fields Operations’ preliminary assessment was that it had strong defences to these claims and accordingly, Gold Fields Operations’ attorneys were instructed to vigorously defend the claims. Werksmans Attorneys have been so instructed. Much of the preparatory work is still being undertaken and pleadings have not yet closed.

The claims have been computed in various ways. The highest claims have been computed on the basis of the highest prices of RRL and Uranium One between the dates of the alleged thefts and March 2008 (approximately R11 billion). The alternative claims have been computed on the basis of the actual amounts allegedly received by Gold Fields Operations to fund its operations (approximately R519 million).

It should be noted that claims lie only against Gold Fields Operations, whose only interest is 50 per cent stake in the South Deep Mine.

The directors jointly and severally accept full responsibility for the accuracy of information pertaining to the special resolution and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the resolution contains all information required by the JSE Listings Requirements.

Other than the facts and developments reported on in the annual report, there have been no material changes in the affairs or financial position of the company and its subsidiaries between the date of signature of the audit report and the date of this notice.

A shareholder entitled to attend and vote at the meeting may appoint a proxy or proxies to attend, speak and vote in his/her stead. A proxy need not be a shareholder of the company. Proxy forms must reach the registered office, or the London secretaries, or the Johannesburg or London transfer office of the company at least 24 hours before the time of the meeting.

By order of the directors

C Farrel
Corporate Secretary

Johannesburg
10 September 2009