Vesting of Directors' Awards Under the Randgold Resources Ltd. Restricted Share Scheme

The Company announces that on 15 June 2016, 3 205 ordinary shares in the Company were issued and allotted by the Company to Mark Bristow, a director of the Company, and 677 ordinary shares in the Company were issued and allotted by the Company to Graham Shuttleworth, a director of the Company, at their nominal value ($0.05) in satisfaction of the partial vesting of the third and final one-third tranche of the awards granted on the 13 June 2011 under the Randgold Resources Ltd. Restricted Share Scheme (the "Award") in respect of 38 456 ordinary shares and 8 121 ordinary shares to Mark Bristow and Graham Shuttleworth respectively. 

The Awards are subject to performance conditions which measure earnings per share growth, absolute total shareholder return, additional reserve growth and absolute reserve growth. 

The performance conditions have been met in part in respect of the third and final one-third tranche of the Awards and accordingly the respective ordinary shares have been issued. The remaining shares comprised in the third tranche of the Awards have lapsed in accordance with the rules of the Randgold Resources Ltd. Restricted Share Scheme.

Mark Bristow's shareholding in the Company is now 788 534 ordinary shares or 0.84% of the current issued share capital of the Company.

Graham Shuttleworth's shareholding in the Company is now 83 878 ordinary shares or 0.09% of the current issued share capital of the Company.

The Randgold Resources Ltd. Restricted Share Scheme, which has been approved by shareholders, is designed to reward sustainable long term performance subject to the achievement of stretching operational and financial performance targets.