EUR 500.00 For Business Accounts Only

Randgold Resources - 2018, 5 november

Item 1: To approve a Scheme of Arrangement

The Board is seeking shareholder approval for a merger with Barrick Gold Corporation (Barrick) pursuant to which Barrick will acquire the entire issued, and to be issued, ordinary share capital of the Company. As a result of the merger, the Company will become a wholly owned subsidiary of Barrick and will no longer be a publicly held corporation.

Barrick is incorporated and headquartered in Toronto, Canada with shares are listed on the NYSE and the TSX. They are focused on the production and sale of gold and copper with assets and interests in mines in Africa, Asia, North and South America, and the Middle East. In Africa, Asia, North and South America, and the Middle East. If the merger is completed, the Company’s shareholders will be entitled to receive 6.12 new Barrick shares for each scheme share held while Barrick shareholders will retain the shares they hold, but will not receive any additional compensation. Approval of the scheme will result in the issue of up to 586,609,277 new Barrick shares. Following completion of the merger, Barrick shareholders will own approximately 66.6% and company shareholders will own approximately 33.4% of the new Barrick Group. 6.12 new Barrick shares for each scheme share held while Barrick shareholders will retain the shares they hold, but will not receive any additional compensation. Approval of the scheme will result in the issue of up to 586,609,277 new Barrick shares. Following completion of the merger, Barrick shareholders will own approximately 66.6% and company shareholders will own approximately 33.4% of the new Barrick Group.

This exchange ratio was agreed based on the volume-weighted average prices of Barrick Shares (on the NYSE) and Randgold ADSs (on NASDAQ) respectively over the 20 trading days ended on 21 September 2018 (being the last Business Day before the announcement). Randgold shareholders have not been offered a premium on their shares. Randgold shareholders have not been offered a premium on their shares.

There are concerns over the strategic, financial and governance aspects of the deal. In our view the strategic benefits of a merger over other alternatives have not been clearly demonstrated, the lack of a premium for Randgold shareholders is not aligned with the structure of the proposed group and the governance structure does not meet best practice and raises concerns over the capacity to successfully manage the integration.