4 questions lodged at 2025 Gold Road Resources hybrid AGM

Q1. Many thanks for once again offering a best practice hybrid AGM this year which allows your 13,000 retail shareholders to participate from all over Australia. Please do the same with the upcoming scheme meeting. It is also good that the full webcast of last year's AGM is available on your website. Please continue that practice. The only two minor improvements would be disclosing the proxy votes earlier to the ASX along with the formal addresses and embracing scheme-like voting disclosure in the poll outcome announcement so we can see how many shareholders voted for and against each item. Can you do that today as a practice run for the upcoming scheme vote? Our own share registry provider Computershare embraced this change at its own AGM last year.

Answer: The question wrangler butchered this although I was late back from a vets cricket lunch and therefore lobbed this into the LTI grant resolution which wasn't actually relevant. Watch video of exchange via Twitter.

Q2. Gold Fields has a market cap of $28.3 billion and is listed on the NYSE and the JSE. Did we think about asking for a scrip option, board representation or for the company to add an ASX listing so that Australian investors in Gold Road Resources can remain exposed to our assets and not face a big capital gains tax event from this all cash $3.7 billion takeover.

Answer: The chair Tim Netscher claimed Australian investors didn't want to be exposed to a South African listed company so they didn't push for this. Watch video of exchange via Twitter.

Q3. It is very unusual to have 4 institutional shareholders - Unisuper, Yarra Capital, First Sentier and Perpetual - enter into side agreements with Gold Fields committing to sell their combined 7.5% stake in Gold Roads to Gold Fields before the agreed deal was announced to the ASX on May 5. Could the chair please explain whether any of our directors or management were involved in facilitating these discussions and whether these pre-commitments were influential in persuading the board to agree to the scheme at $3.40 per share. Were we surprised that Gold Fields was able to rustle up so many willing sellers at a time when the universe of ASX listed companies is rapidly shrinking with this unprecedented recent deluge of takeovers.

Answer: The chair said the board had no involvement with these side deals which are not unusual in takeover situations. Watch video of exchange via Twitter, plus these additional comments from the chair saying he was "mildly surprised" they did this.

Q4. Do we really need to approve this with a full takeover in the works? Why not just abandon this item of business as redundant?

Answer: The chair said there had been many failed takeover proposals in the past so this was a sensible protection until the Gold Fields deal actually completes. Watch video of exchange via Twitter.

Copyright © 2025 The Mayne Report. All rights reserved

• share
  Share
  • 
    Facebook
  • 
    Twitter
  • email
    Email
  • print
    Print
  • link
    Copy Link
  • cancel
    Cancel