Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1992/005642/06)
Share Code: RNG & ISIN: ZAE000008819
(“R&E” or “the company”)
RESULTS OF GENERAL MEETING OF SHAREHOLDERS
1.Shareholders are referred to the Company`s circular ("the Circular") to shareholders issued on 8 November 2010 relating to:
a distribution in specie of the R&E shareholding in Gold Fields Limited("Gold Fields"), comprising 2 270 687 ordinary shares in Gold Fields, as a specific payment to R&E shareholders in terms of section 90 of the Companies Act 61 of 1973, as amended; and
1.2 a special dividend of 90 cents per share to R&E shareholders.
2.Shareholders are also referred to the Company`s SENS announcement dated 30 November 2010 in which it was confirmed that the ordinary resolution and special resolution, as more fully set out in the notice of general meeting of R&E shareholders included in the Circular, were passed by the requisite majority of shareholders present and represented by proxy at the general meeting of shareholders held on 30 November 2010. Shareholders are also referred to the SENS announcement dated 9 December 2010 amending the finalisation date in view of the fact that the Company was still awaiting registration of the aforesaid special resolution ("the Special Resolution")by the Registrar of Companies.
3.Shareholders are hereby advised that the Special Resolution was registered on 10 December 2010 by the Registrar of Companies. Accordingly, all conditions precedent for the distribution in specie and the special dividend have now been fulfilled.
4.The salient dates and times for the distribution in specie and the special dividend are as follows:
Last day to trade in order to Friday, 7 January 2011
participate in the distribution in
specie and the special dividend on
Trade in the ordinary shares will Monday, 10 January 2011
commence trading ex distribution in
specie and ex special dividend on
Record date on which R&E Friday, 14 January 2011
shareholders must be recorded in
the register to be entitled to the
distribution in specie and the
Payment of the special dividend on Monday, 17 January 2011
Distribution in specie effected in Monday, 17 January 2011
respect of dematerialised R&E
Distribution in specie in respect Monday, 17 January 2011
of certificated R&E shareholders on
5. Share certificates may not be dematerialised or rematerialised between Monday, 10 January 2011 and Friday, 14 January 2011, both days inclusive.
6. US shareholders are referred to the Company`s website (www.randgoldexp.co.za), specifically the announcement published on 8 July 2010, for information regarding the US market.
10 December 2010