CHANGES TO LOGISTICAL ARRANGEMENTS FOR THE RANDGOLD AGM TO BE HELD ON FRIDAY, 29 MAY 2020
Shareholders are referred to the announcement published on SENS on Monday, 23 March 2020 advising shareholders, inter alia, of the date, time and venue of the Company’s
upcoming annual general meeting (“AGM”).
Due to the disruptions caused by COVID-19 and the resultant restrictions placed on public gatherings, the AGM will no longer be held in person and will only be accessible through
electronic participation, as permitted by the JSE Limited and the provisions of the Companies Act, No. 71 of 2008, as amended (“Companies Act”), and the Company’s memorandum of
incorporation. The AGM will continue to take place at 11:00 on Friday, 29 May 2020.
Shareholders who wish to participate in and/or vote electronically at the AGM should contact 4 Africa Exchange Registry (“4AXR”) on firstname.lastname@example.org or on +27 11 100 8389 as
soon as possible and by no later than 11h00 on Thursday, 28 May 2020. Shareholders may still register to participate in and/or vote electronically at the AGM after this date, provided,
however, that those shareholders are fully verified (as required in terms of section 63(1) of the Companies Act) and are registered at the commencement of the AGM. Dematerialised
shareholders would still need to submit proxies via the Central Securities Depository Participants (“CSDP”) or obtain a letter of representation to attend the AGM. 4AXR will assist
shareholders with all the requirements for electronic participation and is obliged to validate the information of each shareholder’s entitlement to participate in and/or vote at the AGM before
providing it with the necessary means to access the AGM electronically and/or the electronic voting platform.
Aside from the costs incurred by Randgold as a result of the hosting by 4AXR of the AGM by way of a remote interactive electronic platform, which shareholders can choose to access,
shareholders will be liable for their own network charges in relation to electronic participation in and/or voting at the AGM. Any such charges will not be for the account of the JSE, Randgold
and/or 4AXR. None of the JSE, Randgold or 4AXR can be held accountable in the case of loss of network connectivity or other network failure due to insufficient airtime, internet
connectivity, internet bandwidth and/or power outages which prevents any such shareholder from participating in and/or voting at the AGM.
Notwithstanding the availability of the electronic voting platform, shareholders may still submit forms of proxy to 4AXR (in the case of certificated shareholders and dematerialised
shareholders with “own-name” registration) or provide instructions to their appointed CSDP or broker (in the case of dematerialised shareholders without “own-name” registration) by no later
than 11h00 on Wednesday, 27 May 2020 or the time and date stipulated by the CSDP or broker, respectively. For the avoidance of doubt, forms of proxy submitted to 4AXR or the Transfer Secretary in respect of the AGM prior to this announcement, remain valid.
13 May 2020