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Randgold Resources (RRS)

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Wednesday 30 April, 2008

Randgold Resources

Result of AGM

Randgold Resources Ld
30 April 2008

Incorporated in Jersey, Channel Islands
Reg. No. 62686
LSE Trading Symbol: RRS
Nasdaq Trading Symbol: GOLD

Results of voting at 2008 Randgold Resources Annual General Meeting

30 April 2008
The annual general meeting of Randgold Resources was held on 28 April 2008.

The final proxy voting figures are shown below.

                                                               FOR              AGAINST        ABSTENTIONS
1.       Receipt of reports and financial statements           68,968,186       555,435             17,084
         (Resolution 1)
2.       Re-election of D Mark Bristow as a director           69,405,107       123,825             11,773
         (Resolution 2)
3.       Election of Graham P Shuttleworth as a                69,404,971       123,869             11,865
         (Resolution 3)
4.       Adoption of the Report of the Remuneration            ADJOURNED
         (Resolution 4)
5.       Approve fees payable to directors                     68,929,228       495,211            116,266
         (Resolution 5)
6.       Re-appoint BDO Stoy Hayward LLP as auditors           68,971,438       104,369            464,899
         of the company
         (Resolution 6)

7(a)     Increase of authorised share capital                  69,462,454        53,973             24,278
         (Special Resolution number 1)
7(b)     Amend paragraph 4 of memorandum of                    69,046,995       458,215             35,495
         (Special Resolution number 2)
7(c)     Amend article 4.1 of the articles of                  69,457,194        48,341             35,170
         (Special Resolution number 3)
7(d)     Approve Restricted Share Scheme                       ADJOURNED
         (Special Resolution number 4)

At the annual general meeting of Randgold Resources Limited held on Monday 28
April 2008, a decision was taken by the members present to adjourn consideration
of two resolutions, namely ordinary resolution number 4 and special resolution
number 7(d). The adjournment was proposed to afford our shareholders the
opportunity to reconsider their proxy relating to these two resolutions.  The
directors considered this to be appropriate, in light of certain voting agencies
having indicated that the performance criteria for the award of restricted
shares in terms of the proposed new scheme and for the payment of bonuses were
unclear, and that the members of the remuneration committee were deemed not to
be independent, by virtue of their long membership of the board.

Consequently, the directors have communicated with holders of a majority of our
shares and now believe that these shareholders have a better understanding of
both the performance criteria for the share and bonus schemes, and the report of
the remuneration committee, and that the adjourned resolutions will now receive
an informed response from shareholders.

The directors can confirm that specific performance criteria are set by the
remuneration committee in consultation with the executives and approved by the
board, and the management contracts specify minimum targets required to earn
bonus payments.  Bonus payments are also capped as to the amount that can be
earned.  Furthermore, all members of the remuneration committee are considered
by the board to be independent.  The current board is small, consisting of two
executive and six non-executive directors.  Since 2006, two new independent
directors have been appointed and a phased succession plan is in place.

The adjourned annual general meeting will take place on Thursday 15 May 2008 at
11h00 (UK time) and the required notice of the adjourned annual general meeting
and proxy form will be posted to shareholders shortly.

Randgold Resources Enquiries:

  Chief Executive     Financial Director      Investor & Media Relations
  Dr Mark Bristow     Graham Shuttleworth     Kathy du Plessis
  +223 675 0122       +44 779 614 4438        +44 20 7557 7738
  +44 788 071 1386    +44 1534 735 333        Email:


                      This information is provided by RNS
            The company news service from the London Stock Exchange