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 for the six month period ended 31 December 2010, as a result of the change in year end from 30 June to 31 December, will be held at 150 Helen Road, Sandown, Sandton on Tuesday, 17 May 2011 at 09:00, to consider and, if deemed fit, to pass, with or without modification, the ordinary and special resolutions set out below under Part A or Part B, as the case may be, in the manner required by the applicable Companies Act and subject to the applicable Listings Requirements of JSE Limited (“JSE Listings Requirements”) and other stock exchanges on which the company’s ordinary shares are listed.

PART A - RESOLUTIONS IF THE COMPANIES ACT, 71 OF 2008, AS AMENDED (“2008 ACT”) HAS TAKEN EFFECT PRIOR TO OR ON THE DATE OF THE MEETING:

Presentation of annual financial statements

The consolidated audited annual financial statements of the company and its subsidiaries, incorporating the auditors’ and directors’ reports for the six month period ended 31 December 2010, have been distributed as required and will be presented.

ORDINARY RESOLUTION NUMBER 1

Re-appointment of auditors

“Resolved that KPMG Inc. be hereby re-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 2

Election of director

“Resolved that Mr MS Moloko, who was appointed to the Board on 24 February 2011 and who retires in terms of the Memorandum of Incorporation, 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 33 of the annual report.

ORDINARY RESOLUTION NUMBER 3

Re-election of director

“Resolved that Mr K Ansah, who was first appointed to the Board on 4 March 2004 and who retires in terms of the Memorandum of Incorporation, 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 32 of the annual report.

ORDINARY RESOLUTION NUMBER 4

Re-election of director

“Resolved that Mr DN Murray, who was first appointed to the Board on 1 January 2008 and who retires in terms of the Memorandum of Incorporation, 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 33 of the annual report.

ORDINARY RESOLUTION NUMBER 5

Re-election of director

“Resolved that Ms GM Wilson, who was first appointed to the Board on 1 August 2008 and who retires in terms of the Memorandum of Incorporation, 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 33 of the annual report.

ORDINARY RESOLUTION NUMBER 6

Election of the Audit Committee - Election of Ms GM Wilson (Chair)

“Resolved that GM Wilson, who was first appointed to the Board on 1 August 2008, be hereby elected a member and Chair of the Audit Committee with effect from the end of this meeting in terms of section 94(2) of the 2008 Act”

ORDINARY RESOLUTION NUMBER 7

Election of the Audit Committee - Election of Mr RP Menell

“Resolved that RP Menell, who was first appointed to the Board on 8 October 2008, be hereby elected a member of the Audit Committee with effect from the end of this meeting in terms of section 94(2) of the 2008 Act”

ORDINARY RESOLUTION NUMBER 8

Election of the Audit Committee - Election of Mr DMJ Ncube

“Resolved that DMJ Ncube, who was first appointed to the Board on 15 February 2006, be hereby elected a member of the Audit Committee with effect from the end of this meeting in terms of section 94(2) of the 2008 Act.”

ORDINARY RESOLUTION NUMBER 9

Election of the Audit Committee - Election of Mr RL Pennant-Rea

‘Resolved that RL Pennant-Rea, who was first appointed to the Board on 1 July 2002, be hereby elected a member of the Audit Committee with effect from the end of this meeting in terms of section 94(2) of the 2008 Act.”

EXPLANATORY NOTE ON ORDINARY RESOLUTIONS NUMBER 6 TO 9

In terms of the 2008 Act, the Audit Committee is no longer a committee of the Board but a committee elected by the shareholders at each annual general meeting. In terms of the draft regulations published in November 2010 (and assuming that the regulations when finally promulgated will not differ materially), at least one-third of the members of the company’s Audit Committee at any particular time must have academic qualifications, or experience, in economics, law, corporate governance, finance, accounting, commerce, industry, public affairs or human resource management. As can be seen from the CV’s of the proposed members, they have experience in audit, accounting, exploration and economics amongst others.

Brief CVs of each director standing for election as a member of the Audit Committee are set out on pages 32-33 of the annual report.

In terms of principle 3.10 of the King III report, the Audit Committee should report internally to the Board and shareholders on how it has discharged its duties.

ORDINARY RESOLUTION NUMBER 10

Approval for the issue of authorised but unissued ordinary shares

“Resolved that, as required by the company’s Memorandum of Incorporation, but subject to the provisions of section 41 of the 2008 Act and the JSE Listings Requirements, the directors be authorised to allot and issue from the authorised but unissued ordinary share capital of the company, shares representing not more than 10% (ten per cent) 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, such authority to endure 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).”

ORDINARY RESOLUTION NUMBER 11

Approval for the issue of authorised but unissued non-convertible redeemable preference shares

“Resolved that, as required by the company’s Memorandum of Incorporation, but subject to the provisions of section 41 of the 2008 Act and the JSE Listings Requirements, the directors be authorised to allot and issue all or any part of the authorised but unissued non-convertible redeemable preference shares of the company at their discretion, such authority to endure 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 12

Issuing equity securities for cash

“Resolved that, subject to the passing of ordinary resolutions numbers 10 and 11, 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 JSE Listings Requirements and the 2008 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 JSE Listings Requirements 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% (ten 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% (ten per cent) 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% (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) 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
   
(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 JSE Listings Requirements, a 75% (seventy-five per cent) majority is required of votes cast in favour of such ordinary 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.

NON-BINDING ORDINARY RESOLUTION NUMBER 13

Endorsement of the Remuneration Policy

“To endorse through a non-binding advisory vote, the company’s remuneration policy (excluding the remuneration of the nonexecutive directors and the members of Board committees for their services as directors and members of Board committees), as set out in the Remuneration Report contained in the annual financial statements.”

EXPLANATORY NOTE ON ORDINARY RESOLUTION NUMBER 13

In terms of King III, every year, the company’s remuneration policy should be tabled for a non-binding advisory vote at the annual general meeting. The essence of this vote is to enable the shareholders to express their views on the remuneration policies adopted and on their implementation.

Accordingly, the shareholders are requested to endorse the company’s remuneration policy as recommended by King III.

SPECIAL RESOLUTION NUMBER 1

Increase of Audit Committee non-executive directors’ fees

“Resolved that the fees payable to the Audit Committee members be increased with effect from 1 June 2011 as follows:

   
Annual fee
 
  Retainer for    
  The Chair of the Audit Committee From R205,000.00 to R256,000.00  
  Retainer for    
  A member of the Audit Committee From R126,000.00 to R133,000.00  

EXPLANATORY NOTE ON SPECIAL RESOLUTION NUMBER 1

The proposed increase in the Audit Committee fees take into account the increase in demands on the role of the Audit Committee members and potential risks attached to the position in terms of personal liability.

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 25% (twenty-five per cent) be granted to the Chair of the Audit Committee and 5.55% (five point five five per cent) to the members of the Committee.

SPECIAL RESOLUTION NUMBER 2

Acquisition of company’s own shares

“Resolved that, pursuant to the Memorandum of Incorporation 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 2008 Act and the JSE Listings Requirements, provided that:

(i) the number of ordinary shares acquired in any one financial year shall not exceed 20% (twenty 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 (fifteen) 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% (ten 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% (ten 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
   
(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% (three 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% (three per cent) in aggregate of the initial number acquired thereafter”

EXPLANATORY NOTE ON SPECIAL RESOLUTION NUMBER 2

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% (twenty per cent) 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 (twelve) 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 (twelve) 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 (twelve) months after the date of this notice
   
(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 (twelve) 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 32 to 39 of the annual report
Major shareholders – refer to page 316 of the annual financial report
Material change – there were no material changes in the annual financial report
Directors’ interests in securities – refer to page 223 of the annual financial report
Share capital of the company – refer to page 218 of the annual financial report
Responsibility Statement – refer to page 192 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 (twelve) 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), a subsidiary of the company, of which the shareholders were informed.

On 21 August 2008, Gold Fields Operations Limited, a subsidiary of Gold Fields Limited (“WAL”), received a summons from Randgold and Exploration Company Limited (“R&E”), and African Strategic Investment (Holdings) Limited. The summons claims 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 R&E in Randgold Resources Limited (“Resources”) and Afrikander Lease Limited, now known as Uranium One. WAL’s assessment remains that it has sustainable defences to these claims and, accordingly, WAL’s attorneys have been instructed to vigorously defend the claims. The claims have been computed in various ways. The highest claims have been computed on the basis of the highest prices of Resources 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% (fifty per cent) 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 plaintiffs have failed, to date, to prosecute their claims and the action remains in abeyance. Other than the summons described above, Gold Fields is not a party to any material legal or arbitration proceedings, nor is any of its property the subject of pending material legal proceedings.

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 2008 Act 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.

PART B - RESOLUTIONS IF THE COMPANIES ACT, 61 OF 1973, AS AMENDED (“1973 ACT”) IS STILL IN EFFECT AS AT THE DATE OF THE MEETING:

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 six month period ended 31 December 2010, be received and adopted.”

ORDINARY RESOLUTION NUMBER 2

Re-appointment of auditors

Resolved 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 Mr MS Moloko, who was appointed to the Board on 24 February 2011 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 33 of the annual report.

ORDINARY RESOLUTION NUMBER 4

Re-election of director

“Resolved that Mr K Ansah, who was appointed to the Board on 4 March 2004 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 32 of the annual report.

ORDINARY RESOLUTION NUMBER 5

Re-election of director

“Resolved that Mr DN Murray, who was appointed to the Board on 1 January 2008 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 33 of the annual report.

ORDINARY RESOLUTION NUMBER 6

Re-election of director

“Resolved that Ms GM Wilson, who was appointed to the Board on 1 August 2008 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 33 of the annual report.

ORDINARY RESOLUTION NUMBER 7

Placement of unissued ordinary shares under the control of the directors

“Resolved that the authorised but unissued ordinary share capital of the company, representing not more than 10% (ten per cent) 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 1973 Act Act, to allot and issue all or part thereof in their discretion, subject to the provisions of the Companies Act and the JSE Listings Requirements.”

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 resolutions number 7 and 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 JSE Listings Requirements and subject to the 1973 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% (ten 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% (ten per cent) 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% (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) 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
   
(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 JSE Listings Requirements, a 75% (seventy-five 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

Increase of Audit Committee non-executive directors’ fees

“Resolved that the fees payable to the Audit Committee members be increased with effect from 1 June 2011 as follows:

   
Annual fee
 
  Retainer for    
  The Chair of the Audit Committee From R205,000.00 to R256,000.00  
  Retainer for    
  A member of the Audit Committee From R126,000.00 to R133,000.00  

EXPLANATORY NOTE ON ORDINARY RESOLUTION NUMBER 10

The proposed increase in the Audit Committee fees take into account the increase in demands on the role of the Audit Committee members and potential risks attached to the position in terms of personal liability.

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 25% (twenty-five per cent) be granted to the Chair of the Audit Committee and 5.55% (five point five five per cent) to the members of the Committee.

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 new Companies Act and the JSE Listings Requirements, provided that:

(i) the number of ordinary shares acquired in any one financial year shall not exceed 20% (twenty 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 (fifteen) 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% (ten 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% (ten 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
   
(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% (three 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% (three 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% (twenty per cent) 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 (twelve) 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 (twelve) 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 (twelve) months after the date of this notice
   
(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 (twelve) 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 32 to 39 of the annual report
Major shareholders – refer to page 316 of the annual financial report
Material change – there were no material changes in the annual financial report
Directors’ interests in securities – refer to page 223 of the annual financial report
Share capital of the company – refer to page 218 of the annual financial report
Responsibility Statement – refer to page 192 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 (twelve) 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), a subsidiary of the company, of which the shareholders were informed.

On 21 August 2008, Gold Fields Operations Limited, a subsidiary of Gold Fields Limited (“WAL”), received a summons from Randgold and Exploration Company Limited (“R&E”), and African Strategic Investment (Holdings) Limited. The summons claims 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 R&E in Randgold Resources Limited (“Resources”) and Afrikander Lease Limited, now known as Uranium One. WAL’s assessment remains that it has sustainable defences to these claims and, accordingly, WAL’s attorneys have been instructed to vigorously defend the claims. The claims have been computed in various ways. The highest claims have been computed on the basis of the highest prices of Resources 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% (fifty per cent) 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 plaintiffs have failed, to date, to prosecute their claims and the action remains in abeyance. Other than the summons described above, Gold Fields is not a party to any material legal or arbitration proceedings, nor is any of its property the subject of pending material legal proceedings.

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 1973 Act 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 48 (forty-eight) hours before the time of the meeting.

By order of the directors

C Farrel
Corporate Secretary
Johannesburg
23 March 2011