1 SHARE OPTION SCHEME
The directors granted options to senior employees in accordance with the provisions of the Randgold Resources Ltd Share Option Scheme (the “scheme”). The summary below is included in this report as required in accordance with the rules of the scheme. No share options are awarded at a discount because the scheme rules provide that the exercise price be determined as the closing price of the shares on the trading day preceding that on which a person is granted the option. The scheme provides that all options may be exercised early in the event of an acquisition of the company that would require an offer to be made to all shareholders.

2 ELECTION OF DIRECTORS
In terms of Article 85.1 of the articles of association, directors appointed to the board during the year shall retire at the next annual general meeting of the company following such appointment. Accordingly, Messrs Christopher Coleman and Jon Walden do so retire and as retiring directors are eligible and have offered themselves for re-election. Mr Coleman is London based and is currently co-head of banking and a director of N M Rothschild & Sons Ltd as well as chairman of Rothschild Bank International Ltd in the Channel Islands. Mr Walden is managing director of Lex Vehicle Leasing, a subsidiary of HBOS, is a non-executive and senior independent director of Morgan Sindall plc and until 2005 was a director of RAC plc.

In terms of Randgold Resources Share Option Scheme, as approved by shareholders, the number of unissued shares that may be reserved for the scheme should not exceed 15% of the company’s issued share capital. At 31 December 2008, based on a fixed 10-year period as suggested by Association of British Insurers, the percentage of shares used by the scheme totalled 11.3%. Other than these share options, management (excluding executive directors) do not participate in any other incentive schemes.