We have audited the accompanying financial statements of Randgold Resources Limited (the “company”) which comprise the balance sheet of the company as of 31 December 2008 and the statement of changes in equity and cash flow statement for the year then ended and consolidated balance sheet of the company and its subsidiaries (the “group”) as of 31 December 2008 and the consolidated income statement, consolidated statement of changes in equity and consolidated cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory notes.

Our report has been prepared for pursuant to the requirements of Article 110 of the Companies (Jersey) Law 1991 and for no other purpose. No other person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of Article 110 of the Companies (Jersey) Law 1991 or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

DIRECTORS’ RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as endorsed by the European Union and with the requirements of Companies (Jersey) Law 1991.

This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

AUDITORS’ RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the company and the group as of 31 December 2008, the cash flows of the group and company and of the financial performance of the group for the year then ended in accordance with International Financial Reporting Standards as endorsed by the European Union and with the requirements of Companies (Jersey) Law 1991.

SEPARATE OPINION IN RELATION TO IFRS
As explained in Note 2 to the consolidated financial statements, the group, in addition to complying with its obligation to prepare consolidated financial statements in accordance with IFRS as adopted by the European Union, has also complied with IFRS as issued by the IASB. In our opinion the consolidated financial statements give a true and fair view of the financial position of the group as of 31 December 2008, and of the cash flows and financial performance of the group for the year then ended in accordance with International Financial Reporting Standards as issued by the IASB.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

We review whether the corporate governance statement reflects the company’s compliance with the nine provisions of the 2006 Combined Code specified for our review by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not required to consider whether the board’s statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the group’s corporate governance procedures or its risk and control procedures.

/s/BDO Stoy Hayward LLP
Chartered Accountants
London
18 March 2009