SENS Announcement – Changes to the Board and Board Committees

In accordance with paragraph 3.59 of the JSE Limited Listings Requirements, the board of directors of the Company (“the Board”) wishes to advise shareholders of the following changes to the Board and its committees with effect from 18 November 2020:

Board

Mr Tembani Samuel Dube (“Mr Dube”) has been appointed as an independent non-executive director of the Company.

Mr Van Zyl Botha (“Mr Botha”) has resigned as a non-executive director of the Company.

Audit and risk committee of the Company (“Audit Committee”)

Mr Dube has been appointed as a member of the Audit Committee.

Remuneration committee of the Company (“RemCom”)

Mr Dube has been appointed as a member of the RemCom.
Nomination committee of the Company (“NomCom”)

Mr Dube has been appointed as a member of the NomCom.

Social and Ethic committee of the Company (“S&E Committee”)

Mr Botha has resigned as a member of the S&E Committee.

Mr Dube is a successful business man with over 45 years of experience in the public and private sectors. Along with his late partner, Mr Dube established Jubelie Project Management Proprietary Limited (“Jubelie”) which has grown into a successful development company completing numerous housing projects for municipalities, provincial and national government. Prior to establishing Jubelie, he served as the black economic empowerment partner for the Power group of companies as well as a director of the Small Business Development Corporation (now known as Business Partners).

The Board would like to thank Mr Botha for his valuable contribution to the Company and wishes him well in his future endeavours. The Board further welcomes Mr Dube and looks forward to his contribution to the Company.

Johannesburg
18 November 2020
Sponsor
PSG Capital

SENS Announcement – Summarised Group Interim Results for the six months ended 30 June 2020

  1. SALIENT FEATURES

    Operating loss decreased by 2.4% to R16.0 million, from R16.4 million in the prior corresponding period.
    Loss per share and headline loss per share increased by 13.75% to 16.46 cents per share, from 14.47 cents per share in the prior corresponding period.
    Net asset value per share decreased by 17.74% to 168.04 cents per share, from 204.29 cents per share in the prior corresponding period. The net asset value as at 31 December 2019 was 184 cents per share.

  2. SHORT-FORM ANNOUNCEMENT

    This short-form announcement is the responsibility of the directors of the Company. It contains only a summary of the information in the full announcement (“Full Announcement”) and does not contain full or complete details. The Full Announcement can be found at:
    https://senspdf.jse.co.za/documents/2020/JSE/ISSE/RNG/FY20INT.pdf

Copies of the Full Announcement is also available for viewing on the Company’s website at https://www.randgoldexp.co.za/announcements-media/ or may be requested in person, at the Company’s registered office or the office of the sponsor, at no charge, during office hours.

Any investment decisions by investors and/or shareholders should be based on consideration of the Full Announcement, as a whole.

31 August 2020
Sponsor
PSG Capital

SENS – Resignation of Director

In accordance with paragraph 3.59(b) of the JSE Limited Listings Requirements, the board of directors of the Company (“the Board”) wishes to advise that Mr. John Hulme Scholes (“Mr. Scholes”) has resigned as an independent non-executive director of the Company, as chairman and member of the audit & risk, remuneration and social & ethics committees, and as member of the nomination committee, all with effect from 13 August 2020. The Board would like to extend its appreciation to Mr. Scholes for his commitment and service to the Company over the years.

The Board has commenced a process of identifying a suitable replacement and shareholders will be advised as soon as such appointment has been made.

Johannesburg
13 August 2020
Sponsor
PSG Capital

SENS – Results of Annual General Meeting

Shareholders are hereby advised that at the annual general meeting of the Company held
entirely by electronic communication at 11:00 today, 29 May 2020 (“AGM”), all of the
resolutions were passed by the requisite majorities of the Company’s shareholders.

Details of the results of the voting at the AGM are as follows:

Resolutions proposed at the AGM Votes for resolution as a percentage of total number of shares voted at AGM Votes against resolution as a percentage of total number of shares voted at AGM Number of shares voted at AGM Number of shares voted at AGM as a percentage of shares in issue Number of shares abstained as a percentage of shares in issue
Ordinary resolution number 1: To re-elect DC Kovarsky as director 98.60% 1.40% 53 053 314 71,13% 0,26%
Ordinary resolution number 2: To re-elect JH Scholes as director 98.17% 1.83% 40 618 990 54,46% 16,93%
Ordinary resolution number 3: To confirm appointment of H Gischen as a director 99,94% 0,06% 52 873 694 70,89% 0,50%
Ordinary resolution number 4: To re-appoint DC Kovarsky as member of the audit and risk committee 98,34% 1,66% 52 520 256 70,42% 0,98%
Ordinary resolution number 5: To re-appoint JH Scholes as member of the audit and risk committee 99,48% 0,52% 40 085 932 53,75% 17,65%
Ordinary resolution number 6: To re-appoint P Burton as member of the audit and risk committee 99,61% 0,39% 52 520 256 70,42% 0,98%
Ordinary resolution number 7: To re-appoint KPMG Inc. as the auditor of the Company 98,28% 1,72% 53 225 830 71,36% 0,03%
Ordinary resolution number 8: To pass a nonbinding advisory vote on the Company’s remuneration policy 98,61% 1,39% 53 045 507 71,12% 0,27%
Ordinary resolution number 9: To pass a nonbinding advisory vote on the Company’s implementation report on the remuneration policy 98,28% 1,72% 53 225 127 71,36% 0,03%
Special resolution number 1: Approval of remuneration of non-executive directors 99,28% 0,72% 52 692 069 70,65% 0,75%
Special resolution number 2: Approval of right to provide financial assistance as contemplated in section 45 of the Companies Act 99,95% 0,05% 52 520 256 70,42% 0,98%

Note:

Total number of shares in issue as at the date of the AGM was 74 585 065.

Johannesburg
29 May 2020
Sponsor PSG Capital

SENS – Logistical arrangements for the AGM

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 admin@4axregistry.co.za 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.

Johannesburg
13 May 2020
Sponsor
PSG Capital

SENS announcement – Summarised Group Financial Statements for the year ended 31 December 2019

1. SALIENT FEATURES

Operating loss increased by 312% to R35.5 million, from R8.6 million in the prior corresponding period.
Headline earnings per share (“HEPS”) decreased by 793% to a loss of 33.41 cents per share, from earnings of 4.82 cents per share in the prior corresponding period.
Earnings per share (“EPS”) decreased by 793% to a loss of 33.41 cents per share, from earnings of 4.82 cents per share in the prior corresponding period.
Net asset value per share (“NAVPS”) decreased by 16% to 184 cents per share, from 219 cents per share in the prior corresponding period.

2. SHORT-FORM ANNOUNCEMENT

This short-form announcement is the responsibility of the directors of the Company. It contains only a summary of the information in the full announcement (“Full Announcement”) and does not contain full or complete details. The Full Announcement can be found at:

https://senspdf.jse.co.za/documents/2020/JSE/ISSE/RNG/FY19.pdf

Copies of the Full Announcement is also available for viewing on the Company’s website at https://www.randgoldexp.co.za/announcements-media/annual-reports/ or may be requested in person, at the Company’s registered office or the office of the sponsor, at no charge, during office hours.

Any investment decisions by investors and/or shareholders should be based on consideration of the Full Announcement, as a whole.

These annual results for the year ended 31 December 2019 have been audited by the Company’s auditors, KPMG Inc., who expressed an unmodified audit opinion thereon. The audit opinion also includes communication of key audit matters. The audit opinion is available, along with the annual financial statements, and the summary financial results, on the Company’s website at https://www.randgoldexp.co.za/announcements-media/annual-reports/.

23 March 2020
Sponsor
PSG Capital

Notice of Annual General Meeting and Summarised Financial Statements

Randgold & Exploration Company Limited (“the Company”) hereby advises shareholders of the Company (“Shareholders”) that the Company’s Notice to Shareholders (“the Notice”) regarding its annual general meeting (“Annual General Meeting”), incorporating the summarised consolidated annual financial statements of the Company for the year ended 31 December 2019, was dispatched to Shareholders today, Monday, 23 March 2020.

The following documents will also be available on the Company’s website, as from today, Monday, 23 March 2020:

  1. the Notice to Shareholders: Annual General Meeting;
  2. the Integrated Annual Report; and
  3. the audited consolidated annual financial statements of the Company for the year ended 31 December 2019.

NOTICE OF AGM

Notice is hereby given that the Annual General Meeting will be held at 11:00 a.m. on Friday, 29 May 2020 at The Westin Cape Town, Convention Square, Lower Long Street, Cape Town, to transact the business as set out in the Notice to Shareholders: Annual General Meeting.

The date on which Shareholders must be recorded as such in the share register of the Company to be eligible to vote at the Annual General Meeting is Friday, 22 May 2020, with the last day to trade being Tuesday, 19 May 2020.

Johannesburg
23 March 2020
Sponsor
PSG Capital