30th Apr 2008 18:04
Randgold Resources Ld30 April 2008 RANDGOLD RESOURCES LIMITEDIncorporated in Jersey, Channel IslandsReg. No. 62686LSE Trading Symbol: RRSNasdaq Trading Symbol: GOLD Results of voting at 2008 Randgold Resources Annual General Meeting 30 April 2008The annual general meeting of Randgold Resources was held on 28 April 2008. The final proxy voting figures are shown below. FOR AGAINST ABSTENTIONSORDINARY RESOLUTIONS1. 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 director (Resolution 3)4. Adoption of the Report of the Remuneration ADJOURNED Committee (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) SPECIAL RESOLUTIONS7(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 association (Special Resolution number 2)7(c) Amend article 4.1 of the articles of 69,457,194 48,341 35,170 association (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 28April 2008, a decision was taken by the members present to adjourn considerationof two resolutions, namely ordinary resolution number 4 and special resolutionnumber 7(d). The adjournment was proposed to afford our shareholders theopportunity to reconsider their proxy relating to these two resolutions. Thedirectors considered this to be appropriate, in light of certain voting agencieshaving indicated that the performance criteria for the award of restrictedshares in terms of the proposed new scheme and for the payment of bonuses wereunclear, and that the members of the remuneration committee were deemed not tobe independent, by virtue of their long membership of the board. Consequently, the directors have communicated with holders of a majority of ourshares and now believe that these shareholders have a better understanding ofboth the performance criteria for the share and bonus schemes, and the report ofthe remuneration committee, and that the adjourned resolutions will now receivean informed response from shareholders. The directors can confirm that specific performance criteria are set by theremuneration committee in consultation with the executives and approved by theboard, and the management contracts specify minimum targets required to earnbonus payments. Bonus payments are also capped as to the amount that can beearned. Furthermore, all members of the remuneration committee are consideredby the board to be independent. The current board is small, consisting of twoexecutive and six non-executive directors. Since 2006, two new independentdirectors have been appointed and a phased succession plan is in place. The adjourned annual general meeting will take place on Thursday 15 May 2008 at11h00 (UK time) and the required notice of the adjourned annual general meetingand 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: [email protected] Website: www.randgoldresources.com This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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