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GOLD FIELDS LIMITED - Results of AGM of Gold Fields Limited held on 21 May 2019 and changes to the directors.

Release Date: 22/05/2019 14:51
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Results of AGM of Gold Fields Limited held on 21 May 2019 and changes to the directors.

Gold Fields Limited
Incorporated in the Republic of South Africa)
Registration Number 1968/004880/06)
ISIN: ZAE000018123
"Gold Fields" or “the Company”)


Shareholders are advised that at the Annual General Meeting of Gold Fields
Limited held on Tuesday 21 May 2019, the ordinary and special resolutions,
as well as advisory endorsement of the company’s remuneration policy, as
set out in the notice of the annual general meeting dispatched to
shareholders on 22 March 2019 were passed, on a poll, by the requisite

Details of the results of the voting are as follows:

Total issued share capital:                       828,637,707
Total number of shares present/
represented including proxies at the meeting:     712 867 074

being 86% of the total votable shares

Ordinary           Number of      Shares        Shares          Shares
resolutions        shares         voted for:    voted           abstained
                   voted                        against:        :
1.Re-appointment 712 218 458      712 000 398   218 060         648 616
of auditors      % of total       % of shares % of              % of
                 issued           voted       shares            total
                 shares                       voted             issued
                   100%           99,97%        0,03%           0.08%

                    710 585 666
                              710 227 935 357 731    2 281 408
2.1 Re-election    % of total % of shares %       of %      of
                   issued     voted       shares     total
of a director:
                   shares                 voted      issued
P Mahanyele-
Dabengwa                                             shares
                   100%           99.95%        0,05%           0,28%

                   710 585 666 710 227 935 357 731              2 281 408
2.2 Re-election
                   % of total % of total        % of total %      of
of a director:
                   issued     issued            issued     total
PA Schmidt
                   shares     shares            shares     issued
                   100%           99.81%        0.19%      0.27%
                  710 590 810 708 936 330 1 654 480     2 276 264

2.3 Re-election    of    total % of total   % of total %   0  of
of a director:    issued       issued       issued     total
A Andani          shares       shares       shares     issued
                  100%         99.77%       0.23%      0.27%

                  710 583 824 710 189 817 394 007       2 283 250

                   %of total   %of total    %of total   %of total
2.4 Re-election
                  issued       issued       issued      issued
of a director:
                  shares       shares       shares      shares
PJ Bacchus
                  100%         99.94%       0.06%       0.28%

                  710 587 265 710 224 348    362 917    2 279 809

                   of    total % of total   % of total %      of
2.5 Re-election
                  issued       issued       issued     total
of a director:
                  shares       shares       shares     issued
CE Letton
                  100%         99.95%       0.05%      0.28%

                 710 574 971 710 253 663    321 308     2 292 103
3.1. Re-election
of Audit
                 % of total  % of shares    % of        % of
                 issued      voted          shares      total
member: YGH
                 shares                     voted       issued
                 100%          99.95%       0.05%       0.17%
3.2. Re-election
of a member of   710 579 088   710 286 588 292 500      2 287 986
the Audit
Committee: A     % of total    % of shares % of         % of
Andani           issued        voted       shares       total
                 shares                    voted        issued
                  100%         99.96%       0.04%       0.28%

                  710 575 006 710 243 593 331 413       2 292 068
3.3 Re-election
of a member of
                  % of total   % of total   % of total % of
the Audit
                  issued       issued       issued     total
Committee: PJ
                  shares       shares       shares     issued
                  100%         99.95%       0.05%      0.28%
3.4 Re-election
of a member of     710 566 482 708 371 964 2 194 518        2 300 592
the Audit
Committee: RP      % of total    % of total    % of total % of
Menell             issued        issued        issued     total
                   shares        shares        shares     issued
                   100%          99.69%        0.31%      0.28%

4. Approval for    710 567 955 678 971 175     31 596 780 2 299 119
the issue of       % of total  % of shares     % of       % of
authorised but     issued      voted           shares     total
unissued           shares                      voted      issued
ordinary shares                                           shares
                   100%          99.55%        4.45%      0.28%

Special            Number   of Shares          Shares        Shares
resolutions        shares      voted for:      voted         abstained:
                   voted                       against:

1.Approval for     712 172 304   679 517 267   32 655 037    694 770
the issuing of
equity             % of total    % of total    % of total    % of total
securities for     issued        issued        issued        issued
cash               shares        shares        shares        shares
                   100%          95.41%        4.59%         0.08%

endorsement of     708 760 682   638 472 384   70 288 298    4 106 392
the remuneration
policy             % of total % of shares      %          of %          of
                   issued     voted            shares        shares
                   shares                      voted         voted
                   100%       90.08%           9.92%         0.50%

endorsement of     711 528 240   648 511 017   62 984 084    1 371 973
implementation     % of total % of shares      %          of %          of
policy             issued     voted            shares        shares
                   shares                      voted         voted
                   100%       91.15%           8.85%         0.17%

2. Approval for
the remuneration   711 528 240 708 228 123     3 300 117     1 338 834
of non-executive
directors          % of total    % of shares % of            % of total
                   issued        voted       shares          issued
                   shares                    voted           shares
                   100%          99.54%      0.46%           0.16%
3. Approval for
the Company to      711 488 044 710 540 013 948 031         1 379 030
grant inter-
group financial     % of total    % of shares % of          % of total
assistance in       issued        voted       shares        issued
terms of section    shares                    voted         shares
44 and 45 of the    100%          99.87%      0.13%         0.17%
                    710 511 712   710 024 096   487 616      2 355 362
4. Acquisition      % of total    % of shares %        of   %        of
of the Company’s    issued        voted       shares        shares
own shares          shares                    voted         voted
                    100%          99.93%%     0.07%%        0.28%

Over 86% 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.

Remarks by Gold Fields Chair Cheryl at the Gold Fields AGM, 21 May
Good afternoon – As has become customary I want to begin this AGM
with a few introductory remarks. Let me start out with the issue
that is most critical to Gold Fields – safety & health.

Gold Fields continues to show significant progress in improving our
safety performance and management practices. During 2018, the
fatality rate, the benchmark total recordable injury frequency rate
(TRIFR) and the total number of recordable injuries continued their
overall improvements of the past few years. At 1.83 incidents per
million hours worked, the Gold Fields 2018 TRIFR has improved by
55% since 2014.

The Board shares management's commitment to eliminate all
fatalities and serious injuries. It is therefore a major
disappointment that we experienced a fatality during 2018. I want
to express my sincerest condolences to the family, friends and
colleagues of Ananias Mosololi, a load haul dump truck operator at
South Deep.

On the health front, the Occupational Lung Disease Working Group,
representing the majority of gold mining companies in South Africa,
including Gold Fields, reached a historic settlement with attorneys
representing ex-mineworkers suffering from silicosis and
tuberculosis (TB). The settlement, once approved by the courts, is
set to see R5bn (US$380m) dedicated to compensating ex-mine workers
suffering from this dreadful disease. Gold Fields’ contribution is
almost R400m.

Turning to financial and operational matters, Gold Fields' mines
performed well during 2018 against a background of a volatile gold
price and the heavy investment in growth projects. All mines,
except South Deep, met, or improved on, their production and cost
guidance and generated sufficient cash to fund the bulk of the
investment spend and pay a modest dividend to shareholders. We had
to increase our debt to pay for the acquisition of Asanko Gold but
our balance sheet remains in good health. We have further
strengthened our debt profile with the successful US$1bn raised in
new bonds earlier this month (May 2019).

South Deep embarked on a fundamental restructuring in Q3 2018,
which saw management close loss-making areas, reduce the cost base
and embark on a section 189 retrenchment process. Unfortunately,
this meant that we had to retrench just over 1,500 employees and
contractors, despite the strong opposition by the unions, which led
to a 45-day strike. We could not avoid the retrenchments, as this
would have put the sustainability of South Deep, and the remaining
3,500 jobs, at risk.

I believe that the restructuring, the most comprehensive in South
Deep's history, will achieve a significant reduction in the cash
losses this year and set the mine up for long-term and sustainable
growth. So far this year the mine is meeting its targets and we are
confident that it will continue doing so.

Developments at Gold Fields in 2018 and in 2019 to date clearly
underscore the company’s strong, expanding and sustainable global
profile. Not only are our production and cash-flow already heavily
weighted towards our mines in Australia, Peru and Ghana, we have
increased our investment in these countries to enhance
sustainability of our business. The key developments here are:

  •   Our combined US$500m-plus investment over the past two years
      in the Damang mine in Ghana and the Gruyere project in
      Australia is beginning to bear fruit in 2019, with the
      potential to further boost our production and profitability in
      these regions
  •   During 2018, we acquired a 45% stake in the highly prospective
      Asanko gold mine in Ghana, further raising our profile in a
      jurisdiction in which we have operated for 25 years
  •   We have successfully completed a feasibility study for the
      Salares Norte project in Chile and declared a maiden Mineral
      Reserve. While we await the outcome of the Environmental
      Impact Assessment, expected in early 2020, we have also asked
      management to develop a funding plan for the project
  •   We have extended the life of our Cerro Corona mine in Peru to
      2030 and are working on a scoping study with the aim of
      extending it further to 2040
  •   Our substantial investments in near-mine exploration at our
      Australian mines continued to yield good results, with the
      mines not only making up annual depletion but adding net
      Mineral Reserves over the past four years

As a result of these developments we expect the production of our
portfolio in Australia, Ghana and Peru to approach 2Moz during 2019
and we believe that our global portfolio outside of South Africa
will be able to maintain a similar production level over the medium
to longer term (at the current gold price). Also noticeable is that
until two years ago, just over 70% of our Reserves were held by
South Deep. That profile has changed: at the end of 2018, over 40%
of the Group's attributable Mineral Reserves were now outside of
South Africa.

Not only has the cash generated by our mines enabled us to invest
in future growth, but also to create significant value for our key
stakeholders. During 2018, Gold Fields' total value distribution to
our stakeholders was US$2.7bn in the form of payments to
governments, capital providers, business suppliers and our

A particular focus in 2018 was strengthening our relations with
host communities, whose partnership is critical in sustaining our
mines. During 2018, almost a quarter of our total value creation,
almost US$700m, remained in our host communities through focused
job creation, procurement and investment in Shared Value projects.
Carmen Letton will expand on this in her SET Report back just now.

Before I conclude, I want to welcome Phuti Mahanyele-Dabengwa. She
joined the Gold Fields Board in September last year and this is her
first AGM. With these brief remarks let us please proceed with the
order of business.

Remarks by the Chair of the Gold Fields Social, Ethics and
Transformation Committee, Dr Carmen Letton, at the Gold Fields AGM,
21 May 2019:
Good afternoon Shareholders, members of the Gold Fields board and
management team and other guests
This is my first report back as Chair of the Social, Ethics, and
Transformation committee of Gold Fields. It’s a great honour and I
want to pay tribute to my predecessor, Don Ncube, who retired from
the Board at last year’s AGM. Don set the tone and culture for this
committee and has provided a sound platform on which my fellow
directors and I can build. He was energised and passionate in
handing over, driving us to lead on modern policy and practices and
building strong foundations. He left me with foundations that I
constantly refer to and use. So a personal thank you to Don, who is
not here today.
Let’s talk a little about our foundations. This committee has a
wide-ranging mandate built around a number of responsible business
practices. We focus on:
     - Social and economic development
     - Good corporate citizenship
     - Sound stakeholder relations with our workforce, communities,
       governments and investors
     - Labour and employment practices
     - Transformation
     - Communication, reputation and branding
Our 2019 key strategic themes are drawn from these:
  • Globalisation of our SET Leading Practices with a focus on
     execution across all regions
  • Diversity and Inclusion with a      focus on Youth, Previously
     Disadvantaged groups and Women
  • Communication and Branding to ensure that we improve our
     stakeholder perceptions, strengthen our brand and talk openly
     about collaboration, strategy and outcomes.
It is the responsibility of this Committee to ensure that Gold
Fields carries out these practices in line with industry-leading
guidelines, including the principles of the UN Global Compact, the
ten ICMM Principles as well as ILO Conventions.
Stakeholder engagement is at the heart of Gold Fields’ activities.
The Committee makes sure that the company engages its stakeholders,
discusses   and   negotiates   key  decisions   with   them   before
implementation, mitigates any adverse environmental and social
impacts and, most critically, shares the benefits of mining with
During 2018 Gold Fields generated revenue of almost US$2.6 billion,
which was distributed to key stakeholders as follows:
     - Our workforce: US$442 million
     - Our capital providers and shareholders: US$147 million
     - Governments, in the form of taxes and royalties: US$283
     - Our business partners: US$1.82 billion
     - Our communities in the form of Socio-Economic Development
       spending and Shared Value projects: US$26 million
However, our investment in communities goes well beyond socio-
economic development and compliance spending. Over the past few
years we have asked Gold Fields to prioritise sharing the value we
create with the communities surrounding our mines. The focus is to
alleviate unemployment and create sustainable economies through
community employment and procurement. We are making considerable
progress, and at the end of 2018, 56% of our workforce, or 9,259
people, were members of our host communities. Furthermore, 27% of
total supplier spend was with enterprises from these communities.
Quantifying this impact across Gold Fields shows that we distribute
25% of our total value creation – the equivalent of US$690 million
– in our host communities. This is significant and our management
teams at the mines have been incentivised to achieve further
sustainable host community job creation and procurement.
It is also critical to mention that our community investment
projects provide significant shared value both to our operations
and our communities. As I am speaking the finishing touches are
being applied to Gold Fields’ largest infrastructure investment to
date: the US$26m public road between Tarkwa and Damang in Ghana.
Not only will this make transport between our two mines faster and
safer, it created community jobs during construction and offers
almost 100,000 affected residents easier access to schools, markets
and public facilities.
Similarly, at our Cerro Corona mine in Peru, we have spent almost
US$3 million over the past three years on improving water supply to
the host communities. This has provided a large majority of
residents access to clean potable water.
Turning to one of our most critical stakeholders, our employees and
contractors. Our workforce is structured to support the delivery of
immediate and long-term strategic objectives so that our mines can
continue to operate sustainably and profitably. During 2018, the
two   most   significant  people-related   developments   were   the
restructuring exercise and related strike action at South Deep, as
well as the transition from owner to contractor mining at Tarkwa.
Due to the workforce restructuring at these mines, Gold Fields’
overall workforce numbers dropped 5% from 18,594 in 2017 to 17,611
in 2018. The number of direct employees declined by 37% to 5,601,
while the number of contractors rose 23% to 12,010.
The retrenchment of 1,082 employees and 420 contractors at South
Deep was particularly painful. The retrenchments were opposed by
the majority union, however, management was left with little option
to this course of action. The mine was losing R100 million a month
and, had we not proceeded with the retrenchments, the long-term
sustainability of the mine and the remaining 3,500 jobs would have
been at risk.
At Tarkwa, the maturity of the mine and the accompanying costs
would have made the previous owner mining model unsustainable.
While the switch to contractor mining was opposed by the union, all
2,100 affected employees received generous retrenchment benefits in
line with Ghanaian labour laws. Almost 80% of them were rehired by
the two contractors, with most coming from our host communities.
We continued to focus on building a more diverse and inclusive
workforce, with particular emphasis on employing women, residents
from our host communities and, in South Africa, historically
disadvantaged people. This forms a key pillar of the SET and HR
strategy. A diversity policy was approved by the Board during the
year. In addition to increasing the attraction and retention of
female employees, this policy also emphasises the importance of
ensuring that all people are treated with dignity and respect.
Since last year’s AGM the Committee also approved:
     - A new Group Sexual Harassment Policy
     - An updated Group Disciplinary and Grievance Policy
     - An updated Human Rights policy
     - A new Materials and Supply Chain Stewardship Policy
Gold Fields remains committed to the training and development of
employees. In the past five years the company has invested US$77
million in human resources development programs which inter alia
consist of on-the-job skills training, learnerships,
apprenticeships, and the training of artisans.
I would like to express my deep appreciation and gratitude to my
co-directors and Gold Fields’ management teams for their support in
ensuring that the Social, Ethics and Transformation Committee meets
its key compliance and transformation performance objectives. By
doing so we contribute to strengthening our social licence to
operate and, ultimately, the success of Gold Fields.

22 May 2019

J.P. Morgan Equities South Africa (Pty) Ltd

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