Gold Fields Supplementary notice of Annual General Meeting for the year ended 31 December 2021
5
Summary of holders’ rights in respect of proxy appointments as set out in sections 56 and 58 of the Companies Act and notes to
the Form of Proxy
• Section 56 grants voting rights to holders of beneficial interest in certain circumstances, namely if the beneficial interest includes the right to vote on the matter,
and the person’s name is on the Company’s register of disclosures as the holder of a beneficial interest. A person who has a beneficial interest in any securities
that are entitled to be voted on by him/ her, may demand a proxy appointment from the registered holder of those securities, to the extent of that person’s
beneficial interest, by delivering such a demand to the registered holder, in writing, or as required by the applicable requirements of a central securities
depository
• A proxy appointment must be in writing, dated and signed by the person appointing the proxy
• Forms of Proxy must be delivered to the Company before a proxy may exercise any voting rights at the AGM, either by returning them to Computershare at
Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, or proxy@computershare.co.za; or to Link Group, 10th Floor, Central Square,
29 Wellington Street, Leeds, LSI 4 DL, England or shareholderenquiries@linkgroup.co.uk. The Forms of Proxy must be received on or before 13:00
on Monday, 30 May 2022. Forms can be emailed to anre.weststrate@goldfields.com, to be received at the aforementioned time and date
• Each person entitled to exercise any voting rights at the AGM may appoint a proxy or proxies to attend, speak, vote or abstain from voting in place of that holder
• A person entitled to vote may insert the name of a proxy or the name of an alternative proxy of the holder’s choice in the space provided, with or without
deleting the Chairperson of the AGM. Any such deletion must be initialled. The person whose name stands first on the Form of Proxy and who is present at the
AGM shall be entitled to act as proxy to the exclusion of the person whose name follows as an alternative. In the event that no names are indicated, the proxy
shall be exercised by the Chairperson of the AGM
• An ‘X’ in the appropriate box indicates that all your voting rights are exercisable by that holder. If no instructions are provided in the Form of Proxy, in
accordance with the above, then the proxy shall be entitled to vote or abstain from voting at the AGM, as the proxy deems fit in respect of all your voting rights
exercisable thereat, but if the proxy is the Chairperson, failure to provide instructions to the proxy in accordance with the above will be deemed to authorise the
proxy to vote only in favour of the resolution
• You or your proxy are not obliged to exercise all your voting rights exercisable, but the total of the voting rights cast may not exceed the total of the voting rights
exercisable by you
• Your authorisation to the proxy, including the Chairperson of the AGM, to vote on your behalf, shall be deemed to include the authority to vote on procedural
matters at the AGM
• The completion and lodging of this Form of Proxy will not preclude you from attending the AGM and speaking and voting in person thereat, to the exclusion of
any proxy appointed in terms hereof, in which case the appointment of any proxy will be suspended to the extent that you choose to act in person in the
exercise of your voting rights at the AGM
• The Company’s MoI does not permit delegation by a proxy
• Documentary evidence establishing the authority of a person attending the AGM on your behalf in a representative capacity or signing this Form of Proxy in a
representative capacity must be attached to this form
• The Company will accept an original and valid ID and/or passport and/or driver’s licence as satisfactory identification
• Any insertions, deletions or alterations to this form must be initialled by the signatory (signatories)
• The appointment of a proxy is revocable unless you expressly state otherwise in the Form of Proxy
• You may revoke the proxy appointment by:
–
Cancelling it in writing, or making a later, inconsistent appointment of a proxy, and
–
Delivering a copy of the revocation instrument to the proxy and to the Company at its premises, or at Rosebank Towers, 15 Biermann Avenue, Rosebank,
Johannesburg, or posted to PO Box 61051, Marshalltown, 2107, or emailed to proxy@computershare.co.za for the attention of Computershare, or to
Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LSI 4 DL, England, or emailed to shareholdersenquiries@linkgroup.co.uk to be
received before the replacement proxy exercises any of your rights at the AGM, or by presenting it to a representative of Computershare;
electronically before the commencement of the AGM at proxy@computershare.co.za; alternatively at anre.weststrate@goldfields.com before the
electronic AGM
•
The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on your behalf at the later of (i) the date
stated in the revocation instrument, if any; or (ii) the date on which the revocation instrument is delivered as aforesaid
•
If this Form of Proxy has been delivered to the Company in accordance with the third paragraph of these instructions then, as long as that appointment remains
in effect, any notice that is required by the Companies Act or the Company’s MoI to be delivered by the Company to the holder of the voting rights must be
delivered by the Company to:
a) The holder, or
b) The proxy, if the holder has:
(i) Directed the Company to do so, in writing, and
(ii) Paid any reasonable fee charged by the Company for doing so
•
In terms of section 56 of the Companies Act, the registered holder of any shares in which any person has a beneficial interest, must deliver to each such person
a notice of any meeting of the Company at which those shares may be voted on, within two business days after receiving such a notice from the Company
NOTES
• The content of the Original Notice will remain in all respects valid, and save as expressly set out in this supplementary notice, has not changed.
• The notes and instructions on participating and voting and appointing a proxy contained in the Original Notice continue to apply,
• Shareholders who are entitled to attend, participate in and vote at the AGM to be held by electronic communication are reminded that they are entitled to
appoint a proxy to attend, participate in and vote at the AGM in place of such shareholder, provided that, in doing so, such shareholder completes the Form of
Proxy (at pages
3 and 4 of the Supplementary Notice) and follows the prescribed procedures in respect thereof at page 5 of the Supplementary Notice. A proxy
need not also be a shareholder of the Company.
• Every person entitled to vote who is present at the AGM shall be entitled to: (i) one vote on a show of hands, irrespective of the number of shares such person
holds or represents, provided that a proxy shall, irrespective of the number of shareholders they represent, have only one vote; and (ii) that proportion of the
total votes in the Company which the aggregate amount of the nominal value of the shares held by the shareholder bears to the aggregate amount of the
nominal value of all shares issued by the Company in respect of every matter that may be decided by polling.
By order of the directors
Anré Weststrate
Secretary
Johannesburg
6 May 2022