RANDGOLD & EXPLORATION COMPANY LIMITED - Results of the Annual General Meeting

Results of the Annual General Meeting

Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1992/005642/06)
Share Code: RNG
ISIN: ZAE000008819
(“the Company”)

RESULTS OF THE ANNUAL GENERAL MEETING

Shareholders are hereby advised that at the annual general meeting of the Company held
entirely by electronic communication at 11:00 a.m. today, Monday, 8 May 2023 (“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:

                                      Votes
                         Votes for    against
                         resolution   resolution
                         as a         as a                        Number of      Number of
                         percentage   percentage                  shares         shares
                         of total     of total                    voted at       abstained
                         number of    number of     Number of     AGM as a       as a
 Resolutions             shares       shares        shares        percentage     percentage
 proposed at the         voted at     voted at      voted at      of shares in   of shares in
 AGM                     AGM          AGM           AGM           issue*         issue*
 
 Ordinary resolution     100.00%      0.00%         42 154 936    56.52%         6.32%
 number 1:
 To re-elect PE
 Burton as director


 Ordinary resolution     100.00%      0.00%         42 154 936    56.52%         6.32%
 number 2:
 To re-elect JM
 Kesler as director


 Ordinary resolution     100.00%      0.00%         42 154 936    56.52%         6.32%
 number 3:
 To appoint RJ
 Fehrsen as
 member of the
 audit and risk
 committee


 Ordinary resolution     100.00%      0.00%         42 154 936    56.52 %        6.32%
 number 4:
 To re-appoint PE
 Burton as member
 of the audit and risk
 committee

 Ordinary resolution     97.16%       2.84%         43 384 971    58.17%         4.67%
 number 5:
 To re-appoint TS
 Dube as member of
 the audit and risk
 committee


 Ordinary resolution    97.16%        2.84%         43 384 971    58.17%        4.67%
 number 6:
 To reappoint
 KPMG Inc. as the
 auditor of the
 Company


 Ordinary resolution    97.13%        2.87%         43 384 971    58.17%        4.67%
 number 7:
 To pass a non-
 binding advisory
 vote on the
 Company’s
 remuneration policy


 Ordinary resolution    97.13%        2.87%         43 384 971    58.17%        4.67%
 number 8:
 To pass a non-
 binding advisory
 vote on the
 Company’s
 implementation
 report on the
 remuneration policy


 Special resolution     97.14%        2.86%         43 380 120    58.16%        4.68%
 number 1:
 Approval of
 remuneration of
 non-executive
 directors


 Special resolution     99.97%        0.03%         43 384 971    58.17%        4.67%
 number 2:
 Approval of right to
 provide financial
 assistance as
 contemplated in
 section 45 of the
 Companies Act

Note:
*Total number of shares in issue as at the date of the AGM was 74 585 065, of which 2 999
893 were treasury shares.

Johannesburg
8 May 2023

Sponsor
PSG Capital

Date: 08-05-2023 02:15:00
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