40 Annual
Report 2005 Randgold Resources
Directors’ report
FOR THE YEAR ENDED 31 DECEMBER 2005
1 SHARE OPTION SCHEME
The directors granted options to senior employees in accordance with the
provisions of the Randgold Resources Limited Share Option Scheme (the
“Scheme”). The summary on the facing page is included in this report as required
in accordance with the rules of the Scheme.
2 ELECTION OF DIRECTORS
At the last annual general meeting of the company, Messrs Israel and Liétard
were re-elected as directors. No changes to the board of directors of the
company (the “board”) took place during the year. In accordance with Article
90.1 of the company’s Articles of Association, Dr Paverd and Mr Asher retire by
rotation and as retiring directors are eligible, have offered themselves for re-
election.
3 SPECIAL RESOLUTIONS
The directors have considered, approved and unanimously recommend to the
shareholders the special resolutions in the form attached to the notice of annual
general meeting (the “Notice”), as summarised below and incorporated into this
report by reference (the “Special Resolutions”).
In the opinion of all the directors, the adoption of these Special Resolutions would
be in the best interests of the company and of the shareholders as a whole.
Accordingly, all the directors who own shares in the company – (being
DM Bristow (728 400 shares), BH Asher (14 614 shares), J-A Cramer (2 148
shares), RI Israel (14 614 shares), AL Paverd (40 014 shares), P Liétard (27 548
shares) and RA Williams (160 000 shares) – have indicated their intention to vote
their shares in favour of the Special Resolution.
(a) Company’s purchase of its own shares
The board recommends to the shareholders that a Special Resolution be passed
at the annual general meeting approving a general authority for the company
to purchase its own shares in accordance with the terms set out in Annexure 3
of the Notice. The authority will be subject to the requirements of the Companies
(Jersey) Law 1991, as amended, the United Kingdom Financial Services Authority,
the United States Securities and Exchange Commission, the London Stock
Exchange and The NASDAQ Stock Market.
The directors intend to use this authority at such time or times, in respect of such
number of shares, at such price and on such terms as they may consider
appropriate from time to time. Accordingly, the method by which the company
intends to acquire its shares, the exact number(s) to be acquired and the price(s)
and date(s) at which the acquisition(s) is(are) to take place are not presently
known.
However, the proposed authority is limited to a maximum of 14.9% of the
company’s issued ordinary share capital as at the date of the Special Resolution.
Additionally, maximum and minimum acquisition pricing mechanisms will apply
to the purchase by the company of its own shares, as set out in the Special
Resolution. The maximum acquisition price will not be more than 5% above the
weighted average of the listed price for the issued ordinary shares of the company
for the five business days preceding the date of acquisition of the shares by the
company. The minimum acquisition price will be par value.
It should be noted that the total number of outstanding options to subscribe for
shares in the company as at 13 March 2006 is 2 163 714. These options together
represent 3.17% of the issued share capital of the company as at 13 March 2006
and would, if the existing and proposed authority for the company to purchase
its own shares were to be used in full, together represent 18.03% of the issued
share capital of the company. There are no outstanding warrants to subscribe
for shares in the company as at 13 March 2006.
