Gold Fields Limited

Notice of Annual General Meeting for the year ended 31 December 2023

Dear shareholder

I have pleasure in inviting you to attend the hybrid Annual General Meeting (AGM) of the Company, which will be held in person and by electronic participation at Gold Fields' corporate office at 150 Helen Road, Sandown, Sandton, at 13:30 on Thursday, 30 May 2024.

Virtual access to the AGM - with full voice integration - will be offered, allowing shareholders who cannot attend in person the opportunity to view the proceedings, speak and ask questions in real time and cast their votes on the shareholder resolutions.

In addition, shareholders who are unable to attend the AGM in person may submit a Form of Proxy.

The following documents are enclosed:

  • • Notice of AGM setting out the resolutions to be proposed at the meeting

  • • A Form of Proxy

Gold Fields supports the use of electronic communication and, as such, the 2023 Integrated Annual Report (IAR) will be published in electronic format only. Should you wish to receive a printed copy of the 2023 IAR, kindly email your request to Gold Fields' Company Secretary atanre.weststrate@goldfields.com.

The 2023 IAR, the full consolidated audited Annual Financial Statements (AFS) of the Company and its subsidiaries (included in the Annual Financial Report (AFR)), the Governance and Remuneration Report, the Independent Auditors' Report, and the Directors' Report will be published on our website,www.goldfields.comon or about 28March 2024.

Environmental, social and governance (ESG) related matters will be included in the IAR, Climate Change Report and Report to Stakeholders, which will also be published on our website on or about 28March 2024.

I look forward to welcoming you at the meeting.

Yunus Suleman

Chairperson

28 March 2024

Board of Directors

Yunus Suleman (66)

Independent non-executive Chairperson

Appointed in September 2016

Chairperson of the Nominating and Governance Committee

Standing invitee to Audit; Risk; Safety, Health and Sustainable Development (SHSD); Capital Projects, Control and Review (CAPRO); Remuneration; and Social, Ethics and Transformation (SET) Committees

Member of the Strategy and Investment Committee

Skills: Mergers and acquisitions, financial performance management, ethics and governance and stakeholder management

Steven Reid (68)

Lead Independent Director (LID)

Appointed in February 2016

Chairperson of the Remuneration Committee

Standing invitee to Audit, Risk, CAPRO, and SET Committees

Member of Nominating and Governance, SHSD, and Strategy and Investment Committees

Skills: Mining industry, ethics and governance, financial performance management, health and safety, environmental performance

Alhassan Andani (63)

Independent non-executive director (NED)

Appointed in August 2016

Chairperson of the CAPRO Committee

Member of the Audit, Remuneration, SET, and Strategy and Investment Committees

Skills: Financial performance management, human resources, health and safety, information and communications technology, ethics and governance and stakeholder management

Peter Bacchus (55)

Independent NED

Appointed in September 2016

Chairperson of the Risk Committee and Strategy and Investment Committee

Member of the Audit, CAPRO, and Remuneration Committees

Skills: Mining industry, mergers and acquisitions, financial performance management, environmental sustainability, climate change management, ethics and governance

Cristina Bitar (54)

Independent NED

Appointed in May 2022

Member of the Risk, SHSD, Remuneration, and SET Committees

Skills: Mergers and acquisitions, human resources, ethics and governance and stakeholder management

Terence Goodlace (65)

Independent NED Appointed in July 2016

Chairperson of the SHSD Committee

Member of the Risk, CAPRO, and Nominating and Governance Committees

Skills: Mining industry, mergers and acquisitions, financial performance management, operational and supply chain management, health and safety, environmental sustainability, climate change management and ethics and governance

For a more detailed view of directors' skills and expertise, refer to the Governance and Remuneration Report.

1

Board of Directors continued

Jacqueline McGill (56)

Independent NED Appointed in November 2021 Chairperson of the SET Committee

Member of the SHSD, CAPRO, Remuneration, and Nominating and Governance Committees

Skills: Mining industry, human resources, operational and supply chain management, health and safety, environmental sustainability, climate change management, ethics and governance and stakeholder management

Philisiwe Sibiya (47)

Independent NED Appointed in March 2021 Chairperson of the Audit Committee

Member of the Risk, SET, and Nominating and Governance Committees

Skills: Mergers and acquisitions, financial performance management, operational and supply chain management, information and communications technology, ethics and governance and stakeholder management

Carel Smit (61)

Independent NED Appointed in June 2023

Member of the Audit, CAPRO, Risk, and Strategy and Investment Committees

Skills: Financial performance management, human resources, environmental sustainability, ethics and governance and stakeholder management

Michael Fraser (58)

Chief Executive Officer (CEO)

Appointed in January 2024 Member of the SET Committee

Skills: Mining industry, mergers and acquisitions, human resources, health and safety, environmental sustainability, climate change management, ethics and governance and stakeholder management

Paul Schmidt (56)

Chief Financial Officer (CFO)

Appointed in August 2009

Skills: Mining industry, mergers and acquisitions, financial performance management, operational and supply chain management, information and communications technology, ethics and governance and stakeholder management

For a more detailed view of directors' skills and expertise, refer to the Governance and Remuneration Report.

Notice of Annual General Meeting

Gold Fields Limited

(Incorporated in the Republic of South Africa) (Registration number 1968/004880/06)

ISIN: ZAE000018123

Share code: GFI

(hereinafter referred to as Gold Fields, the Company or the Group)

Introduction

Notice is hereby given to shareholders that Gold Fields' AGM for the year ended

31 December 2023 will be held in person at 150 Helen Road, Sandown, Sandton on Thursday, 30 May 2024 at 13:30 and by electronic participation via the electronic meeting platform as permitted by the JSE Listing Requirements, the provisions of the Companies Act 71 of 2008, as amended (the Companies Act) and the Company's Memorandum of Incorporation (MoI) to conduct the following resolutions with or without modifications:

Social, Ethics and Transformation Committee

In accordance with Regulation 43(5)(c) of the Companies Act, the Chairperson of the SET Committee will report to shareholders at the AGM.

Ordinary resolution number 1

Appointment of auditors

"Resolved that PricewaterhouseCoopers Inc (PwC) be appointed as the auditors of the Company, with Mr S Masondo as the Lead Independent Audit Partner, until the conclusion of the next AGM."

Reason for and effect of ordinary resolution number 1

In terms of section 90(1) of the Companies Act, each year at its AGM, the Company must appoint an auditor who complies with the requirements of section 90(2) of the Companies Act. Gold Fields' Audit Committee reviewed PwC's independence and performance as external auditors and resolved to recommend its reappointment as the Company's auditors to the Board and shareholders.

Mr PC Hough, the Company's current individual registered Lead Independent Audit Partner, will rotate at the end of his term following the completion of the audit of the year ended 31 December 2023. Mr S Masondo becomes Lead Independent Audit Partner on 30 May 2024 until the conclusion of the next AGM.

Ordinary resolution number 2.1 to 2.3

Election and re-election of directors

"Resolved to elect, by way of separate resolutions, the following directors who were appointed in accordance with the provisions of clauses 18.1.2 read with 20.8 of the Company's MoI, and who are eligible and available for election as directors of the Company:

  • 2.1 Election of Mr MJ Fraser (first appointed to the Board on 1 January 2024)

  • 2.2 Election of Mr CAT Smit (first appointed to the Board on 1 June 2023)

  • 2.3 Re-election of Mr SP Reid (first appointed to the Board on 1 February 2016)"

Michael J Fraser (58)

Qualifications: BCom; MBA, University of South Africa

Experience and expertise: Mining industry, mergers and acquisitions, human resources, health and safety, environmental sustainability, climate change management and stakeholder management

Mr Fraser joined Gold Fields as CEO on 1 January 2024. Following an early career in industrial services, Mr Fraser joined the mining sector in 2001 in BHP's human resources function. He rose through the ranks at BHP to become Asset President for the Mozal aluminium smelter project, based in Melbourne. When BHP created South32 in 2015, Mr Fraser became President and Chief Operating Officer of its global aluminium, nickel and South African manganese and energy coal business. In 2022, he was appointed CEO of Chaarat Gold, an AIM-listed junior gold miner.

Carel AT Smit (61)

Qualifications: Higher Diploma in Tax Law, University of the Witwatersrand; BCompt and CTA, University of the Free State; CA(SA)

Experience and expertise: Financial performance management, human resources, environmental sustainability, ethics and governance and stakeholder management

Mr Smit was appointed as a director of Gold Fields on 1 June 2023. He spent 35 years with KPMG and has extensive experience in audit, tax and advisory services with a strong focus on the mining sector across Africa, South America and Australia. Mr Smit was KPMG Head of Energy and Natural Resources in Africa and also lead partner on the Gold Fields audit from 2010 to 2017. He retired from KPMG in 2019 and has since been working as an independent consultant.

Steven P Reid (68)

Qualifications: Bachelor of Science (Mineral Engineering), South Australian Institute of Technology; MBA, Trium Global Executive, Directors' ICD.D, Institute of Corporate Directors

Experience and expertise: Mining industry, ethics and governance, financial performance management, environmental sustainability and health and safety

Mr Reid has 47 years of international mining experience and has held senior leadership roles in numerous countries. He has served as a director of SSR Mining between January 2013 and September 2020 and a director of Eldorado Gold since May 2013. He served as COO of Goldcorp from January 2007 until his retirement in September 2012 and, prior to that, was the company's Executive Vice-President in Canada and the US. Before joining Goldcorp, Mr Reid spent 13 years at Placer Dome in numerous corporate, mine management and operational roles. He also held leadership positions at Kingsgate Consolidated and Newcrest Mining, where he was responsible for the Asian and Australian operations.

Reason for and effect of ordinary resolutions number 2.1 to 2.3

In terms of the Company's MoI, 1/3 (one third) of the directors shall retire from office at each AGM. The directors retiring at each AGM will include first the vacancies filled or additional directors appointed since the last AGM, followed by those who have been in office the longest since their last election. In addition, in terms of the Company's MoI, at the date of an AGM, a director who will have held office for a period not greater than 3 (three) years since such director's last election or appointment shall retire at such AGM. Retiring directors shall be eligible for re-election.

The Board announced to shareholders the appointment of Mr Fraser as executive director and CEO effective 1 January 2024. Mr Preece, who was appointed interim CEO and executive director effective 1 January 2023, stepped down from his role effective 31 December 2023.

The Board, through the Nominating and Governance Committee, evaluated the past performance and contribution of the retiring directors and recommends them for re-election.

Ordinary resolution number 3.1 to 3.4

Election of Audit Committee Chairperson and members

"Resolved to elect, by way of separate resolutions, the following independent non-executive directors, as Chairperson and members of the Company's Audit Committee:

  • 3.1 Election of Ms PG Sibiya (Chairperson)

  • 3.2 Election of Mr A Andani

  • 3.3 Election of Mr PJ Bacchus

  • 3.4 Election of Mr CAT Smit, subject to the approval of ordinary resolution number 2.2"

Philisiwe Sibiya (47)

Qualification: BCom (Hons), University of KwaZulu-Natal (UKZN); CA(SA)

Experience and expertise: Mergers and acquisitions, financial performance management, operational and supply chain management, information and communications technology, ethics and governance and stakeholder management

Ms Sibiya, a seasoned business executive, has nearly 21 years of management experience across Africa. After holding various senior financial roles, including CFO at MTN South Africa, she successfully transitioned into the role of CEO for MTN Cameroon - the first female appointed into a CEO position within the MTN group. She is the founder and CEO of Shingai Group and a non-executive board member of JSE-listed AECI Limited, Investec PLC and Investec Limited.

Alhassan Andani (63)

Qualification: BSc Agriculture, University of Ghana; MA Banking and Finance, Finafrica Institute, Italy

Experience and expertise:Financial performance management, human resources, health and safety, information and communications technology, ethics and governance and stakeholder management

Mr Andani is a Founding Partner at LVSafrica Limited. He is the Chairperson of Ghana Association of Bankers Health Insurance and a Board member at Stanbic Holdings and Teachers Fund of the Ghana National Association of Teachers (GNAT). He holds an honorary doctorate from the University of Development Studies, Ghana. He is an Honorary Fellow at the following institutions: Chartered Institute of Directors (IOD)) Ghana; Chartered Institute of Credit Management and Institute of Public Relations-Ghana

Peter J Bacchus (55)

Qualification: MA Economics, Cambridge University; member of the Institute of Chartered Accountants, England and Wales

Experience and expertise: Mining industry, mergers and acquisitions, financial performance management, environmental sustainability, climate change management, ethics and governance

Mr Bacchus was appointed a director of Gold Fields on 1 September 2016. He is Chairperson of the independent investment banking and ventures boutique Bacchus Capital Advisers and an advisory board member of Esan Eczacibasi, based in Istanbul, effective 1 March 2024. He previously acted as the global Head of Mining and Metals and joint Head of European Investment Banking at investment bank Jefferies, a position he held until 2016. Before this he served as global Head of Mining and Metals at Morgan Stanley, and Head of Investment Banking Industrials and Natural Resources at Citigroup. Mr Bacchus has spent 30 years in investment and corporate banking with a focus on the global natural resources sector.

He is also a director of Trident Royalties PLC, as well as Chairman of BG Gold, Green14 Limited, 308 Services Limited and a trustee of Space of Giants, an African focused conservation charity. He was an NED of UK-listed mining group NordGold and Australian listed Galaxy Resources.

Carel AT Smit (61)

Refer to p4.

Reason for and effect of ordinary resolutions number 3.1 to 3.4

The members of the Audit Committee have been nominated by the Board for election as members of this Committee in terms of section 94(2) of the Companies Act.

The Board reviewed the proposed composition of the Audit Committee against the requirements of the Companies Act and its Regulations, and confirmed that the Committee will comply with the relevant requirements and have the necessary knowledge, skills and experience to enable it to perform its duties in terms of the Companies Act if all the individuals referred to above are elected and re-elected and Mr Smit is appointed as an additional member of the Audit Committee, subject to the approval of ordinary resolution number 2.2 above.

Ordinary resolution number 4

Approval for the issue of authorised but unissued ordinary shares

"Resolved that, as required by the Company's MoI, and subject to the provisions of section 41 of the Companies Act and the requirements of any recognised stock exchange on which the shares in the capital of the Company may from time to time be listed, the directors are authorised, as they in their discretion think fit to allot and issue or grant options over shares representing not more than 5% (five percent) of the number of 895,024,247 ordinary shares in the issued share capital of the Company as at the date of this notice, constituting 44,751,212 ordinary shares (for which purposes any shares approved to be allotted and issued by the Company in terms of any share plan or incentive scheme for the benefit of employees shall be excluded) and such authority will endure until the next AGM of the Company (whereupon this authority shall lapse unless it is renewed at the aforementioned AGM)."

Reason for and effect of ordinary resolution number 4

In terms of the Company's MoI, read with the JSE Listings Requirements, the shareholders of the Company may authorise the directors to, inter alia, issue any unissued ordinary shares and/or grant options over them as the directors in their discretion think fit.

The existing authority granted by the shareholders at the previous AGM is proposed to be renewed at this AGM. The authority will be subject to the provisions of the Companies Act and the JSE Listings Requirements. The aggregate number of ordinary shares capable of being allotted and issued in terms of this resolution, other than in terms of the Company's share or other employee incentive schemes, shall be limited to 5% (five percent) of the number of ordinary shares in issue as at the date of this notice (constituting 44,751,212 ordinary shares).

The directors decided to seek annual renewal of this authority in accordance with best practice. The directors have no current plans to make use of this authority but wish to ensure that, by having it in place, the Company has some flexibility to take advantage of any business opportunities that may arise in the future.

Ordinary resolution number 5.1 and 5.2

Advisory endorsement of the Remuneration Policy 5.1 "Resolved to endorse, through a non-binding advisory vote, the Company's Remuneration

Policy (excluding the remuneration of the NEDs for their services as directors and members of the Board or statutory committees), as set out in the Remuneration Report contained in the Governance and Remuneration Report."

Advisory endorsement of the Remuneration Implementation Report 5.2 "Resolved to endorse, through a non-binding advisory vote, the Company's Remuneration

Implementation Report, as set out in the Remuneration Report contained in the Governance and Remuneration Report."

Reason for and effect of ordinary resolutions number 5.1 and 5.2

In terms of the King IV Report on Corporate Governance for South Africa, 2016 (King IV)*, shareholders of the Company are provided with an opportunity to pass non-binding advisory votes on the Remuneration Policy and the remuneration implementation report. The vote allows shareholders to express their views on the remuneration policies adopted and the implementation thereof, but will not be binding on the Company.

* Copyright and trademarks are owned by the Institute of Directors in South Africa NPC and all of its rights are reserved

In terms of the JSE Listings Requirements, an ordinary resolution supported by a 75% (seventy-five percent) majority of the votes exercised by all equity security holders present or represented by proxy at the AGM is required to approve this resolution. Since this is the Company's threshold for special resolutions, the resolution is instead proposed as a special resolution.

Furthermore, the JSE Listings Requirements and King IV recommend that the Remuneration Policy should record the measures that the Board commits to if either the Remuneration Policy or the Remuneration Implementation Report, or both, have been voted against by 25% or more of the voting rights exercised by its shareholders. Gold Fields will engage with stakeholders should our Remuneration Policy or the Remuneration Implementation Report, or both, receive less than the required 75% votes in favour.

Note: Special resolutions

For each special resolution to be adopted, the support of 75% (seventy-five percent) of the total number of voting rights exercised on the special resolution is required.

Special resolution number 1

Approval for the issuing of equity securities for cash

"Resolved that, subject to the passing of ordinary resolution number 4, the directors are authorised until the next AGM (whereupon this authority shall lapse unless it is renewed at the aforementioned AGM), provided that it shall not extend beyond 15 (fifteen) months of the date of this AGM, to allot and issue ordinary shares for cash, subject to the Companies Act and the JSE Listings Requirements, on the following basis:

  • (i) The allotment and issue of ordinary shares for cash shall be made only to persons qualifying as public shareholders as defined in the JSE Listings Requirements and not to related parties

  • (ii) Ordinary shares, which are the subject of general issues for cash, in the aggregate, may not exceed 5% (five percent) of the Company's relevant number of ordinary shares in issue as at the date of this notice, constituting 44,751,212 ordinary shares

  • (iii) Any number of ordinary shares issued under this authority must be deducted from the number of ordinary shares authorised to be issued in terms of ordinary resolution number 4

  • (iv) The maximum discount at which ordinary shares may be issued is 10% (ten percent) of the weighted average traded price on the JSE of such ordinary shares 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

  • (v) The Company shall publish such announcements (if any) as may be required by the JSE Listings Requirements pursuant to the issue of shares under this authority"

Reason for and effect of special resolution number 1

In terms of ordinary resolution number 4, the shareholders authorise the directors to allot and issue a portion of the authorised but unissued shares as the directors in their discretion think fit.

In terms of the JSE Listings Requirements, when shares are issued, or considered to be issued, for cash (including the extinction of liability, obligation or commitment, restraint or settlement of expenses), the shareholders must authorise such issue with a 75% (seventy-five percent) majority of votes cast in favour of the resolution.

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Gold Fields Ltd. published this content on 27 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2024 08:31:08 UTC.