68 Annual Report 2005 Randgold Resources
Notice is hereby given that the annual general meeting
of the company will be held in the Conference Room
of the Atlantic Hotel, St. Brelade, Jersey, JE3 8HE,
Channel Islands on Tuesday, 2 May 2006 at 14h15 for the
purpose of conducting the following business.
ORDINARY BUSINESS OF THE COMPANY
1 To receive and adopt the company’s financial
statements for the year ended 31 December 2005
and the reports of the directors and the auditors
thereon.
2 To re-elect Dr Aubrey Laurence Paverd (who retires
as a director by rotation in accordance with the articles
of association of the company) as a director of the
company, as recommended by the board of directors
of the company.
Dr Paverd was initially appointed to the board of
directors of the company on 29 July 1996 and serves
on the company’s audit committee. In terms of the
definitions of the Combined Code and Sarbanes-
Oxley Act, Dr Paverd is deemed a non-executive
director.
3 To re-elect Mr Bernard Harry Asher (who retires as a
director by rotation in accordance with the articles of
association of the company) as a director of the
company, as recommended by the board of directors
of the company.
Mr Asher was initially appointed to the board of
directors of the company on 12 June 1997 and serves
as the company’s senior independent non-executive
director, chairman of the audit committee and as a
member of the remuneration committee. In terms of
the definitions of the Combined Code and Sarbanes-
Oxley Act, Mr Asher is deemed a non-executive
director.
4 To receive and adopt the report of the remuneration
committee.
5 To approve fees payable to directors as follows:
(a) A general annual retainer to all non-executive
directors of US$45 000;
(b) An annual committee assignment fee of
US$25 000, with an additional premium
for membership of the audit committee of
US$10 000;
(c) The chairman of a board committee to receive a
committee assignment fee of US$40 000;
(d) The senior independent director, in addition to
the general annual retainer but in lieu of any
committee assignment fee, to receive an additional
US$75 000;
(e) The non-executive chairman, in addition to
the general annual retainer but in lieu of any
committee assignment fee, to receive an
additional US$90 000;
(f) An annual award to each director of US$30 000
to be translated into a number of “restricted”
shares. The shares are to vest over a three year
period from the date of the award. Vesting would
accelarate on the following conditions:
(i) Termination other than resignation or
dismissal;
(ii) Voluntary retirement after the age of 65 with
a minimum of three years service as a director;
and
(iii) Change in control of the company.
6 To re-appoint PricewaterhouseCoopers LLP as auditors
of the company.
7 SPECIAL BUSINESS OF THE COMPANY
To consider and, if thought fit, pass a special resolution
in the form attached as annexure 1 to this notice to
the effect that the company be authorised to purchase
certain ordinary shares of US$0.05 each in the
company on the terms set out in annexure 1.
NOTES
1 The register of directors’ interests and copies of all
service contracts of the company will be available
from the date of this notice until the conclusion of the
annual general meeting, and in the Conference Room
of the Atlantic Hotel, St. Brelade, Jersey, JE3 8HE,
Channel Islands for at least 15 minutes prior to and
during the annual general meeting.
2 A member entitled to attend and vote at the meeting
is entitled to appoint one or more proxies to attend
and, on a poll, vote in his/her stead. A proxy need
not be a member of the company.
3 For the convenience of members who are unable to
attend the meeting but wish to be represented at it,
a proxy form is attached. Attention is drawn to the
fact that, if it is to be valid, the instrument appointing
a proxy and the power of a attorney or other authority
(if any) under which it is signed or a copy of such
authority certified notarially must reach Computershare
Investor Services (Channel Island) Limited not less
than 48 hours before the time appointed for the
meeting.
ANNEXURE 1
Special Resolution
authorising the purchase by the company of its own shares
IT IS RESOLVED THAT:
The company be authorised pursuant to Article 57 of
the Companies (Jersey) Law 1991, as amended (the
“Law”), to purchase from time to time such number
of ordinary shares of US$0.05 each of the company
at such price or prices and on such other terms and
Notice of the annual general meeting
