| Tue 16 Nov 2004, 16:44 | | A Resounding Show of Support From Shareholders |
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Gold Fields` Annual General Meeting - A Resounding Show of Support From Gold
Fields` Shareholders
Gold Fields Limited
Registration number: 1968/004880/06
ISIN: ZAE000018123 JSE Code: GFI
(`Gold Fields` or the `company`)
MEDIA RELEASE
Gold Fields` Annual General Meeting - A Resounding Show of Support From Gold
Fields` Shareholders
Johannesburg, 16 November 2004. At today`s Annual General Meeting, held at the
company`s offices in Johannesburg, shareholders provided a strong endorsement to
the Gold Fields Board and its strategy, which has delivered more than a 200% per
share return to shareholders (including capital and dividends) since 1998.
All resolutions, with the exception of Ordinary Resolution 8 and Special
Resolution 2, were passed. More than 70% of the company`s 492,032,965 shares in
issue were represented and voted at the meeting.
Each of the directors proposed for re-election, including Chairman Chris
Thompson, were successfully re-elected, in each case receiving more than 98% of
the votes cast.
The two resolutions not passed required a 75% majority and, although approved by
a majority, did not reach the required threshold and therefore failed.
Ian Cockerill, Chief Executive Officer, addressing the shareholders present,
said:
`We are firmly committed to not only resisting this hostile bid, but to
continuing with our strategy of creating value for shareholders. The core issue
in this debate is that Harmony`s bid does not offer fair value for your shares
in this great South African company. I urge you to reject Harmony`s hostile
offer and not to tender your shares to them.`
Resolution For Against Shares Voted
Ord Res No 1 - Adoption of 242,896,022 3,411,789 246,307,811
financial statements
98.61% 1.39% 100.00%
Ord Res No 2 - Re-election 242,205,876 3,387,342 245,593,218
Of Mr K Ansah as a
director 98.62% 1.38% 100.00%
Ord Res No 3 - Re-election 242,227,969 3,365,563 245,593,532
Of Mr G R Parker as a
director 98.63% 1.37% 100.00%
Ord Res No 4 - Re-election 340,512,092 3,551,197 344,063,289
Of Mr TMG Sexwale as a
director 98.97% 1.03% 100.00%
Ord Res No 5 - Re-election 242,151,891 3,444,006 245,595,897
Of Mr C M T Thompson as a
director 98.60% 1.40% 100.00%
Ord Res No 6 - Re-election 242,252,898 3,357,352 245,610,250
Of Dr P J Ryan as a
director 98.63% 1.37% 100.00%
Ord Res No 7 - Placement 179,330,633 164,720,392 344, 051,025
of shares under the
control of directors 52.12% 47.88% 100.00%
Ord Res No 8 - Issuing 180,088,707 164,427,385 344,516,092
shares for cash
52.27% 47.73% 100.00%
Ord Res No 9 - Increase of 210,653,397 33,149,182 243,802,579
directors fees
86.40% 13.60% 100.00%
Ord Res No 10 - Special 307,246,757 34,961,453 342,208,210
retainer for current
Chairman on Board 89.78% 10.22% 100.00%
Spec Res No 1 - 315,098,946 29,494,185 344,593,131
Acquisition of company`s
own shares 91.44% 8.56% 100.00%
Spec Res No 2 - Amendment 237,525,287 105,502,913 343,028,200
of company`s Articles of
association 69.24% 30.76% 100.00%
ends
In the United States, Gold Fields Limited (`Gold Fields`) has filed a
Solicitation/Recommendation Statement with the US Securities and Exchange
Commission (the `SEC`) on Schedule 14D-9 and holders of the Gold Fields Ordinary
Shares and American Depositary Shares are advised to read it as it contains
important information. Copies of the Schedule 14D-9 and other related documents
filed by Gold Fields are available free of charge on the SEC`s website at
http://www.sec.gov. Any documents filed by Harmony Gold Mining Company Limited,
including any registration statement on Form F-4 (including any prospectus
contained therein) and related exchange offer materials as well as its Tender
Offer Statement on Schedule TO, will also be available free of charge on the
SEC`s website.
The directors of Gold Fields accept responsibility for the information contained
in this document. To the best of their knowledge and belief (having taken all
reasonable care to ensure that such is the case) the information contained in
this document is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Copies of this document are not being made available, and must not be mailed,
forwarded, transmitted or otherwise distributed or sent in or into Australia,
Canada, Japan, the Republic of Ireland or any other jurisdiction in which it is
illegal to make this document available and persons receiving this document
(including custodians, nominees and trustees) must not distribute, forward,
mail, transmit or send it in or into or from Australia, Canada, Japan, the
Republic of Ireland or any such other jurisdiction.
Date: 16/11/2004 04:25:48 PM
Produced by the JSE SENS Department
