Reports Tool + open

IN THIS SECTION
Notice of annual general meeting

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 Tuesday, 2 November 2010 at 10:00, 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, (Companies Act) and subject to the Listings Requirements of the 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 2010, be received and adopted.”

ORDINARY RESOLUTION NUMBER 2

Appointment of auditors

“Resolved that KPMG Inc. was appointed, in place of PricewaterhouseCoopers Inc., with effect from 1 July 2010, by the Board of Directors to fill a casual vacancy in terms of section 273 of the Companies Act, subject to the approval by the shareholders.

Resolved further that KPMG Inc. be hereby appointed to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting of the company.”

ORDINARY RESOLUTION NUMBER 3

Re-election of director

“Resolved that Dr MA Ramphele who was appointed to the Board on 1 July 2010 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 30 of the annual report.

ORDINARY RESOLUTION NUMBER 4

Re-election of director

“Resolved that Mr PA Schmidt who was appointed to the Board on 6 November 2009 and who retires in terms of the articles of association, and 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 30 of the annual report.

ORDINARY RESOLUTION NUMBER 5

Re-election of director

“Resolved that Mr RL Pennant-Rea who was appointed to the Board on 1 July 2002 and who retires in terms of the articles of association, and 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 31 of the annual report.

ORDINARY RESOLUTION NUMBER 6

Re-election of director

“Resolved that Mr DMJ Ncube who was appointed to the Board on 15 February 2006 and who retires in terms of the articles of association, and 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 31 of the annual report.

ORDINARY RESOLUTION NUMBER 7

Placement of ordinary shares under the control of the directors

“Resolved that the authorised but unissued ordinary share capital of the company, representing not more than 20% of the issued 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, be and is hereby placed under the control of the directors of the company 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), on the basis that such directors be and are hereby authorised in terms of section 221(2) of the 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 the 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 are hereby placed under the control of the directors for allotment and issue at the discretion of the directors of the company 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), 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 8, 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 the JSE Limited (JSE) and subject to the Companies Act 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% 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; and
   
(iii) as regards the number of securities which may be issued (the 10% limit referred to in (i)), same 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% 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) 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% 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 preemptive rights.

ORDINARY RESOLUTION NUMBER 10

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

“Resolved that, consistent with the King III Report on Governance for South Africa and the JSE Listings Requirements, the awarding of restricted shares to non-executive directors under The Gold Fields Limited 2005 Non-executive Share Plan be discontinued with immediate effect.”

EXPLANATORY NOTE ON RESOLUTION NUMBER 10

At the annual general meeting on 17 November 2005, shareholders approved the adoption of The Gold Fields Limited 2005 Non-executive Share Plan to replace the GF Non-executive Director Share Plan approved in 2001. The 2005 Non-executive Plan provides for the award, to non-executive directors, of restricted shares that ordinarily vest after a period of three years from the award thereof. Although permitted by the Companies Act, both the King III Report on Governance for South Africa and the JSE Listings Requirements, as amended, do not regard directors participating in share incentive/option schemes or who receive remuneration contingent upon the performance of the company as independent.

The JSE has ruled that section 3.84(f)(iii) of the Listings Requirements, as amended, will not be applied retrospectively. The restricted shares awarded to the non-executive directors before the amended JSE Listings Requirements became effective on 1 April 2010 will thus remain valid and the non-executive directors will be considered independent until the restricted shares have vested. The last restricted shares awarded to the non-executive directors under The Gold Fields Limited 2005 Non-executive Share Plan were approved at the AGM held on 4 November 2009 and they will vest on 4 November 2012. Due to the number of special prohibited periods which the company may be subject to, the vesting period of the restricted shares awarded under The Gold Fields Limited 2005 Non-executive Share Plan may be extended beyond 4 November 2012 so as not to prejudice the individuals affected. The Gold Fields Limited 2005 Non-executive Share Plan will be terminated after all restricted shares awarded before 1 April 2010 to non-executive directors have been settled and traded.

Subject to the approval of the shareholders of this resolution, the directors will therefore not be authorised to set aside, issue and or allot all or any of the company’s unissued shares for purposes of The Gold Fields Limited 2005 Non-executive Share Plan.

ORDINARY RESOLUTION NUMBER 11

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 2011:

   
Annual fee
 
  Retainer for    
  The Chair of the Board R2,100,000  
  The Chair of the Audit Committee R205,000  
  The Chair of the Capital Projects Control and Review Committee, Nominating and Governance Committee,    
  Remuneration Committee and Safety, Health and Sustainable Development Committee (excluding the Chair of the Board) R158,000  
  Retainer fee for    
  Members of the Board (excluding the Chair of the Board) R708,000  
  Members of the Audit Committee (excluding the Chair of the Board) R126,000  
  Members of the Capital Projects Control and Review Committee, Nominating and Governance Committee,    
  Remuneration Committee and Safety, Health and Sustainable Development Committee (excluding the Chair of the Board) R100,000  

EXPLANATORY NOTE ON RESOLUTION NUMBER 11

Gold Fields being a global company seeks to attract and retain non-executive directors of international stature who would steer the vision of the company and increase value for its shareholders. Accordingly, the proposed non-executive directors’ fees take into account the increasing demands on the role of the directors and potential risks attached to the position in terms of personal liability. The non-executive directors’ remuneration structure/package was revised to comply with the requirements of the amended JSE Listings Requirements and the recommendations in the King III Report on Governance for South Africa. The international and local norms were also considered in determining the appropriate remuneration structure for non-executive directors.

After considering the report from the Non-Executive Director Remuneration Committee based on the survey by LMO Executive Services, it is proposed that an increase of 9% be granted to the Chair of the Board and 5% to the members of the Board.

Subject to the approval of resolution number 10 above recommending that consistent with the King III Report on Governance for South Africa and the JSE Listings Requirements, the practice of share allocations to the non-executive directors be discontinued, it is proposed that the shortfall arising from the ensuing loss in value be paid in cash to ensure competitiveness with the total fees paid by the market. This will form part of the annual remuneration of the directors.

It is also recommended that the international travel allowance be discontinued as all travel costs are paid by the company.

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% 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 counterparty;
   
(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% 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% 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% 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% 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% of the company’s issued ordinary shares, to use the general authority to repurchase shares of the company or Group will be taken 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 disclosures, which appear in this annual report:

  • Directors and management – refer to pages 30 to 33 of the annual report
  • Major beneficial shareholders – refer to page 259 of the annual financial report
  • Directors’ interests in ordinary shares – refer to page 169 of the annual financial report
  • Share capital of the company – refer to page 165 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 (WAL)), a subsidiary of the company, of which the shareholders were informed.

It is asserted in the summons that during the period that WAL was under the control of Brett Kebble, Roger Kebble and others, WAL assisted in the unlawful disposal of shares owned by Randgold and Exploration Company Limited in Randgold Resources Limited (Randgold) and Afrikander Lease Limited, now known as Uranium One. WAL’s assessment remains that it has sustainable defences to these claims and it has instructed its attorneys to vigorously defend these claims. The claims have been computed in various ways. The highest claims have been computed on the basis of the highest prices of Randgold and Uranium One between the dates of the alleged unlawful acts and March 2008 (approximately R12 billion). The alternative claims have been computed on the basis of the actual amounts allegedly received by WAL to fund its operations (approximately R519 million). The claims lie only against WAL, which holds a 50% stake in the South Deep Mine. This alleged liability is historic and relates to a period of time prior to Gold Fields purchasing the company.

The update on the matter is that the plaintiffs have failed, to date, to prosecute their claims and the action remains in abeyance.

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 Companies Act, 61 of 1973 and 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 2010