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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549








FORM 20-F










| |  ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------------



OR



| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER
31, 2013
| | - | --------------------------------------------------------------------------------------------------------------------------------



OR



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



OR



| |  ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | -------------------------------------------------------------------------------------------



Date of event requiring this shell company
report

For the transition period from                     to

Commission file number: 000-49888








RANDGOLD RESOURCES LIMITED

(Exact name of Registrant as specified in
its charter)










Not Applicable

(Translation of Registrant’s name into
English)



JERSEY, CHANNEL ISLANDS

(Jurisdiction of incorporation or organization)



3rd Floor Unity Chambers, 28 Halkett Street,
St. Helier, Jersey JE2 4WJ, Channel Islands

(Address of principal executive offices)



Securities registered or to be registered
pursuant to Section 12(b) of the Act.



|Title of each class                                               | Name of each exchange on whichregistered
|----------------------------------------------------------------- | ----------------------------------------
|                                                                  |                                         
|Ordinary Shares, par value US $0.05 per Share*                    | NASDAQ Global Select Market             
|                                                                  |                                         
|American Depositary Shares each represented by one Ordinary Share



| | * | Not for trading, but only in connection with the listing of American Depositary Shares on the NASDAQ Global Select Market pursuant
to the requirements of the Securities and Exchange Commission.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











Securities registered or to be registered
pursuant to Section 12(g) of the Act.

None

(Title of Class)



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)










Indicate the number of
outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the
Annual Report.



As of December 31,
2013, the Registrant had outstanding 92,245,531 ordinary shares, par value $0.05 per share.



Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  x    Yes   ̈    No



If the report is an annual
or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.   ̈    Yes  
x    No



Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.  x    Yes   ̈    No



Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).  x  Yes   ̈    No



Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):





---



|Large accelerated filer   x | Accelerated filer   ̈ | Non-accelerated filer |  ̈
|--------------------------- | -------------------- | --------------------- | -



Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:



|U.S. GAAP   ̈ | International Financial ReportingStandards as issued by the 
International Accounting Standards
 Board  x | Other   ̈
|------------ | --------------------------------------------------------------------------------------------------------- | --------



If “Other” has been checked in
response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.   ̈    Item
17  ̈    Item 18



If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   ̈    Yes  x    No

|
|











TABLE OF CONTENTS



|Index                                                                                |  | PageNo.
|------------------------------------------------------------------------------------ |  | -------
|                                                                                     |  |        
|Item 1. Identity of Directors, Senior Management and Advisers                        |  | 7      
|Item 2. Offer Statistics and Expected Timetable                                      |  | 7      
|Item 3. Key Information                                                              |  | 7      
|Item 4. Information on the Company                                                   |  | 24     
|Item 4A. Unresolved Staff Comments                                                   |  | 83     
|Item 5. Operating and Financial Review and Prospects                                 |  | 84     
|Item 6. Directors, Senior Management and Employees                                   |  | 96     
|Item 7. Major Shareholders and Related Party Transactions                            |  | 113    
|Item 8. Financial Information                                                        |  | 114    
|Item 9. The Offer and Listing                                                        |  | 115    
|Item 10. Additional Information                                                      |  | 116    
|Item 11. Quantitative and Qualitative Disclosures About Market Risk                  |  | 134    
|Item 12. Description of Securities Other Than Equity Securities                      |  | 136    
|Item 13. Defaults, Dividend Arrearages and Delinquencies                             |  | 138    
|Item 14. Material Modification to the Rights of Security Holders and Use of Proceeds |  | 138    
|Item 15. Controls and Procedures                                                     |  | 138    
|Item 16. Reserved                                                                    |  | 140    
|Item 16A. Audit Committee Financial Expert                                           |  | 140    
|Item 16B. Code of Ethics                                                             |  | 140    
|Item 16C. Principal Accountant Fees and Services                                     |  | 140    
|Item 16D. Exemptions from the Listing Standards for Audit Committees                 |  | 141    
|Item 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers      |  | 141    
|Item 16F. Change in Registrant’s Certifying Accountant                               |  | 142    
|Item 16G. Corporate Governance                                                       |  | 142    
|Item 17. Financial Statements                                                        |  | 142    
|Item 18. Financial Statements                                                        |  | 142    
|Item 19. Exhibits                                                                    |  | 142    








Table of Contents




GLOSSARY OF MINING TECHNICAL TERMS



The following explanations are not intended as technical definitions,
but rather are intended to assist the reader in understanding some of the terms as used in this annual report (“Annual Report”).



|Albite:                   | A  mineral within the Feldspar Group which is the sodium rich end member of the Albite-Anorthite Series. It is a common type of hydrothermal alteration.                                    
|------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                          |                                                                                                                                                                                             
|Alteration:               | The chemical change in a rock due to hydrothermal and other fluids.                                                                                                                         
|                          |                                                                                                                                                                                             
|Archaean:                 | A geological eon before 2.5 Ga.                                                                                                                                                             
|                          |                                                                                                                                                                                             
|Arsenopyrite:             | An iron arsenic sulfide mineral.                                                                                                                                                            
|                          |                                                                                                                                                                                             
|Assay:                    | A chemical test performed on a sample of ores or minerals to determine the amount of valuable metals contained.                                                                             
|                          |                                                                                                                                                                                             
|Banded iron formation:    | A bedded deposit of iron minerals.                                                                                                                                                          
|                          |                                                                                                                                                                                             
|Basalt:                   | An extrusive volcanic rock composed primarily of plagioclase, pyroxene and some olivine.                                                                                                    
|                          |                                                                                                                                                                                             
|bcm:                      | A measure of volume representing a cubic meter of in-situ rock.                                                                                                                             
|                          |                                                                                                                                                                                             
|Birimian:                 | Geological time era, about 2.1 billion years ago.                                                                                                                                           
|                          |                                                                                                                                                                                             
|Breccia:                  | A rock in which angular fragments are surrounded by a mass of fine-grained minerals.                                                                                                        
|                          |                                                                                                                                                                                             
|Cage:                     | The conveyance used to transport men and equipment between the surface and the mine levels.                                                                                                 
|                          |                                                                                                                                                                                             
|Carbonate:                | A mineral salt typically found in quartz veins and as a product of hydrothermal alteration of sedimentary rock.                                                                             
|                          |                                                                                                                                                                                             
|Cemented Aggregate Fill:  | A backfill method for filling open stopes that uses cement and rock aggregate.                                                                                                              
|                          |                                                                                                                                                                                             
|Clastic:                  | Rocks built up of fragments of pre-existing rocks which have been produced by the processes of weathering and erosion.                                                                      
|                          |                                                                                                                                                                                             
|                          |                                                                                                                                                                                             
|Concentrate:              | A fine, powdery product of the milling process containing a high percentage of valuable metal.                                                                                              
|                          |                                                                                                                                                                                             
|Cut-off grade:            | The lowest grade of material that can be mined and processed considering all applicable costs, without incurring a loss or gaining a profit.                                                
|                          |                                                                                                                                                                                             
|Cyanidation:              | A method of extracting exposed gold or silver grains from crushed or ground ore by dissolving it in a weak cyanide solution.  Carried out in tanks inside a mill or in heaps of ore outside.
|                          |                                                                                                                                                                                             
|Decline:                  | A sloping underground opening for machine access from level to level or from surface, also called a ramp.                                                                                   
|                          |                                                                                                                                                                                             
|Development:              | Underground work carried out for the purpose of opening up a mineral deposit which includes shaft sinking, crosscutting, drifting and raising.                                              
|                          |                                                                                                                                                                                             
|Diamond Drilling (“DDH”): | A rotary type of rock drilling that cuts a core of rock that is recovered in long cylindrical sections, two cm or more in diameter.                                                         






Table of Contents




|Dilution (mining):  | Rock that is, by necessity, removed along with the ore in the mining process, subsequently lowering the grade of the ore.                                                                                                                                                                                                                                      
|------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |                                                                                                                                                                                                                                                                                                                                                                
|Dip:                | The angle at which a vein, structure or rock bed is inclined from the horizontal as measured at right angles to the strike.                                                                                                                                                                                                                                    
|                    |                                                                                                                                                                                                                                                                                                                                                                
|Discordant:         | Structurally unconformable.                                                                                                                                                                                                                                                                                                                                    
|                    |                                                                                                                                                                                                                                                                                                                                                                
|EEP:                | Exclusive EP.                                                                                                                                                                                                                                                                                                                                                  
|                    |                                                                                                                                                                                                                                                                                                                                                                
|EP:                 | Exploration permit.                                                                                                                                                                                                                                                                                                                                            
|                    |                                                                                                                                                                                                                                                                                                                                                                
|Exploration:        | Prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore.                                                                                                                                                                                                                                                                 
|                    |                                                                                                                                                                                                                                                                                                                                                                
|Fault:              | A break in the Earth’s crust caused by tectonic forces which have moved the rock on one side with respect to the other.                                                                                                                                                                                                                                        
|                    |                                                                                                                                                                                                                                                                                                                                                                
|Feasibility Study:  | A comprehensive study of a mineral deposit in which all geological, engineering, legal, operating, economic, social, environmental and other relevant factors are considered in sufficient detail that it could reasonably serve as the basis for a final decision by a financial institution to finance the development of the deposit for mineral production.
|                    |                                                                                                                                                                                                                                                                                                                                                                
|Felsic:             | Term used to describe light-coloured rocks containing feldspar, feldspathoids and silica.                                                                                                                                                                                                                                                                      
|                    |                                                                                                                                                                                                                                                                                                                                                                
|Felsic:             | A light colored igneous rock composed of quartz, feldspar and muscovite.                                                                                                                                                                                                                                                                                       
|                    |                                                                                                                                                                                                                                                                                                                                                                
|Feldspar:           | An alumino-silicate mineral.                                                                                                                                                                                                                                                                                                                                   
|                    |                                                                                                                                                                                                                                                                                                                                                                
|Footwall:           | The underlying side of a fault, orebody or stope.                                                                                                                                                                                                                                                                                                              
|                    |                                                                                                                                                                                                                                                                                                                                                                
|g/t:                | Grams of gold per metric tonne.                                                                                                                                                                                                                                                                                                                                
|                    |                                                                                                                                                                                                                                                                                                                                                                
|Gabbro:             | A dark, coarse-grained igneous rock.                                                                                                                                                                                                                                                                                                                           
|                    |                                                                                                                                                                                                                                                                                                                                                                
|Geophysical survey: | A scientific method of prospecting that measures the physical properties of rock formations. Common properties investigated include magnetism, specific gravity, electrical conductivity and radioactivity.                                                                                                                                                    
|                    |                                                                                                                                                                                                                                                                                                                                                                
|Gneiss:             | A coarse-grained, foliated rock produced by metamorphism.                                                                                                                                                                                                                                                                                                      
|                    |                                                                                                                                                                                                                                                                                                                                                                
|Gold reserves:      | The gold contained within proven and probable reserves on the basis of recoverable material (reported as tonnes we expect to be delivered to the mill and head grade).                                                                                                                                                                                         
|                    |                                                                                                                                                                                                                                                                                                                                                                
|Gold sales:         | Represents the sales of gold at spot and the gains/losses on hedge contracts which have been delivered into at the designated maturity date. It excludes gains/losses which have been rolled forward to match future sales. This adjustment is considered appropriate because no cash is received/paid in respect of such contracts.                           
|                    |                                                                                                                                                                                                                                                                                                                                                                
|Grade:              | The quantity of metal per unit mass of ore expressed as a percentage or, for gold, as grams of gold per tonne of ore.                                                                                                                                                                                                                                          
|                    |                                                                                                                                                                                                                                                                                                                                                                
|Granite:            | A coarse-grained intrusive igneous rock consisting of quartz, feldspar and mica.                                                                                                                                                                                                                                                                               



- 2 -


Table of Contents




|Greenstone belt:   | An area underlain by metamorphosed volcanic and sedimentary rocks, usually in a continental shield.                                   
|------------------ | --------------------------------------------------------------------------------------------------------------------------------------
|                   |                                                                                                                                       
|Greywacke:         | A dark gray, coarse grained, indurated sedimentary rock consisting essentially of quartz, feldspar, and fragments of other rock types.
|                   |                                                                                                                                       
|Hangingwall:       | The rock on the upper side of a vein or ore deposit.                                                                                  
|                   |                                                                                                                                       
|Head grade:        | The grade of the ore as delivered to the metallurgical plant.                                                                         
|                   |                                                                                                                                       
|Hematite:          | An oxide of iron, and one of that metal’s most common ore minerals                                                                    
|                   |                                                                                                                                       
|Hydrothermal:      | Relating to hot fluids circulating in the earth’s crust.                                                                              
|                   |                                                                                                                                       
|Igneous rocks:     | Rocks formed by the solidification of molten material from far below the earth’s surface.                                             
|                   |                                                                                                                                       
|In situ:           | In place or within unbroken rock or still in the ground.                                                                              
|                   |                                                                                                                                       
|Kibalian:          | A geological time era.                                                                                                                
|                   |                                                                                                                                       
|Lode:              | A mineral deposit in solid rock.                                                                                                      
|                   |                                                                                                                                       
|Logging:           | The process of recording geological observations of drill core either on paper or on computer disk.                                   
|                   |                                                                                                                                       
|Lower proterozoic: | Era of geological time between 2.5 billion and 1.8 billion years before the present.                                                  
|                   |                                                                                                                                       
|Magnetite:         | Black, magnetic iron ore, an iron oxide.                                                                                              
|                   |                                                                                                                                       
|Measures:          | Conversion factors from metric units to US units are provided below:                                                                  



| | Metric Unit        |  |           |  | US Equivalent           | 
| | ------------------ |  | --------- |  | ----------------------- | 
| |                    |  |           |  |                         | 
| | 1 tonne            |  | = 1 t     |  | 1.10231 tons            | 
| | 1 gram             |  | = 1 g     |  | 0.03215 ounces          | 
| | 1 gram per ton     |  | = 1 g/t   |  | 0.02917 ounces per ton  | 
| | 1 kilogram per ton |  | = 1 kg/t  |  | 29.16642 ounces per ton | 
| | 1 kilometer        |  | = 1 km    |  | 0.621371 miles          | 
| | 1 meter            |  | = 1 m     |  | 3.28084 feet            | 
| | 1 centimeter       |  | = 1 cm    |  | 0.3937 inches           | 
| | 1 millimeter       |  | = 1 mm    |  | 0.03937 inches          | 
| | 1 square kilometer |  | = 1 sq km |  | 0.3861 square miles     | 



|Metamorphism:          | The process by which the form or structure of rocks is changed by heat and pressure.                                                                                                                                                         
|---------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |                                                                                                                                                                                                                                              
|Mill delivered tonnes: | A quantity, expressed in tonnes, of ore delivered to the metallurgical plant.                                                                                                                                                                
|                       |                                                                                                                                                                                                                                              
|Milling/mill:          | The comminution of the ore, although the term has come to cover the broad range of machinery inside the treatment plant where the gold is separated from the ore/a revolving drum used for the grinding of ores in preparation for treatment.
|                       |                                                                                                                                                                                                                                              
|Mineable:              | That portion of a mineralized deposit for which extraction is technically and economically feasible.                                                                                                                                         



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Table of Contents




|Mineralization:       | The presence of a target mineral in a mass of host rock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Mineralized material: | A mineralized body which has been delineated by appropriately spaced drilling and/or underground sampling to support a sufficient tonnage and average grade of metals to warrant further exploration. A deposit of mineralized material does not qualify as a reserve until a comprehensive evaluation based upon unit cost, grade, recoveries, and other material factors conclude legal and economic feasibility.                                                                                                                                                                                                                                                     
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Moz:                  | Million troy ounces.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Mt:                   | Million metric tonnes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Nugget:               | A small mass of precious metal, found free in nature.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Open pit:             | A mine that is entirely on surface. Also referred to as open-cut or open-cast mine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Ore:                  | A mixture of ore minerals and gangue from which at least one of the metals can be extracted at a profit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Orebody:              | A natural concentration of valuable material that can be extracted and sold at a profit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Ounce:                | One troy ounce, which equals 31.10348 grams.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Outcrop:              | An exposure of rock or mineral deposit that can be seen on surface that is, not covered by soil or water.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Oxide Ore:            | Soft, weathered rock that is oxidized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Paste Backfill:       | A backfill method for filling open stopes that uses cement and tailings material.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Plutonic:             | Refers to rocks of igneous origin that have come from great depth.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Porphyry:             | Any igneous rock in which relatively large crystals, called phenocrysts, are set in a fine-grained groundmass.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Prefeasibility Study: | A comprehensive study of the viability of a mineral project that has advanced to a stage where the mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, has been established, and which, if an effective method of mineral processing has been determined and includes a financial analysis based on reasonable assumptions of technical, engineering, operating, economic, social and environmental factors and the evaluation of other relevant factors which are sufficient for a qualified person, acting reasonably, to determine if all or part of the mineral resource may be classified as a mineral reserve.
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Probable reserves:    | Reserves for which quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling; and the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.                                                                                                                                                                                                                                                                      
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Prospect:             | An area of land with insufficient data available on the mineralization to determine if it is economically recoverable, but warranting further investigation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Proven reserves:      | Reserves for which quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling; and the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.                                                                                                                                                                                                                                                                      



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Table of Contents




|Pyrite:            | A yellow iron sulphide mineral, normally of little value. It is sometimes referred to as “fool’s gold”.                                                                                                            
|------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |                                                                                                                                                                                                                    
|Pyrrhotite:        | A bronze-colored, magnetic iron sulphide mineral.                                                                                                                                                                  
|                   |                                                                                                                                                                                                                    
|Quartz:            | A mineral compound of silicon and oxygen.                                                                                                                                                                          
|                   |                                                                                                                                                                                                                    
|Quartzite:         | Metamorphic rock with interlocking quartz grains displaying a mosaic texture.                                                                                                                                      
|                   |                                                                                                                                                                                                                    
|Reconnaissance:    | A preliminary survey of ground.                                                                                                                                                                                    
|                   |                                                                                                                                                                                                                    
|Refining:          | The final stage of metal production in which final impurities are removed from the molten metal by introducing air and fluxes. The impurities are removed as gases or slag.                                        
|                   |                                                                                                                                                                                                                    
|Rehabilitation:    | The process of restoring mined land to a condition approximating its original state.                                                                                                                               
|                   |                                                                                                                                                                                                                    
|Reserve:           | That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.                                                                             
|                   |                                                                                                                                                                                                                    
|RP:                | Reconnaissance Permit.                                                                                                                                                                                             
|                   |                                                                                                                                                                                                                    
|Sampling:          | Selecting a fractional but representative sample for analysis.                                                                                                                                                     
|                   |                                                                                                                                                                                                                    
|Satellite deposit: | A smaller subsidiary deposit proximal to a main deposit.                                                                                                                                                           
|                   |                                                                                                                                                                                                                    
|Sedimentary:       | Pertaining to or containing sediment. Used in reference to rocks which are derived from weathering and are deposited by natural agents, such as air, water and ice.                                                
|                   |                                                                                                                                                                                                                    
|Shaft:             | A vertical or inclined excavation in rock for the purpose of providing access to an orebody. Usually equipped with a hoist at the top, which lowers and raises a conveyance for handling ore, workers or materials.
|                   |                                                                                                                                                                                                                    
|Shear zone:        | A zone in which shearing has occurred on a large scale.                                                                                                                                                            
|                   |                                                                                                                                                                                                                    
|Silica:            | Silicon dioxide. Quartz is a common example.                                                                                                                                                                       
|                   |                                                                                                                                                                                                                    
|Slag:              | The vitreous mass separated from the fused metals in the smelting process.                                                                                                                                         
|                   |                                                                                                                                                                                                                    
|Stockpile:         | Broken ore heaped on surface, pending treatment.                                                                                                                                                                   
|                   |                                                                                                                                                                                                                    
|Stope:             | An excavation in a mine from which ore is, or has been, extracted.                                                                                                                                                 
|                   |                                                                                                                                                                                                                    
|Strike length:     | The direction and length of a geological plane.                                                                                                                                                                    
|                   |                                                                                                                                                                                                                    
|Stripping:         | The process of removing overburden to expose ore.                                                                                                                                                                  
|                   |                                                                                                                                                                                                                    
|Sulfide:           | A mineral characterized by the linkages of sulfur with a metal or semi-metal, such as pyrite or iron sulfide. Also a zone in which sulfide minerals occur.                                                         
|                   |                                                                                                                                                                                                                    
|Sump:              | An excavation where water accumulates before being pumped to surface.                                                                                                                                              
|                   |                                                                                                                                                                                                                    
|Tailings:          | Material rejected from a mill after most of the recoverable valuable minerals have been extracted.                                                                                                                 



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Table of Contents




|Tonnage:                 | Quantities where the ton or tonne is an appropriate unit of measure. Typically used to measure reserves of gold-bearing material in situ or quantities of ore and waste material mined, transported or milled.                                                                     
|------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                         |                                                                                                                                                                                                                                                                                    
|Tonne:                   | One tonne is equal to 1,000 kilograms (also known as a “metric” ton).                                                                                                                                                                                                              
|                         |                                                                                                                                                                                                                                                                                    
|Total cash costs:        | Total cash costs, as defined in the Gold Institute standard, include mine production, transport and refinery costs, general and administrative costs, movement in production inventories and ore stockpiles, transfers to and from deferred stripping where relevant and royalties.
|                         |                                                                                                                                                                                                                                                                                    
|Trend:                   | The direction, in the horizontal plane, of a linear geological feature, such as an ore zone, or a group of orebodies measured from true north.                                                                                                                                     
|                         |                                                                                                                                                                                                                                                                                    
|Ultramafic:              | An igneous rock with a very low silica content and rich in iron magnesium minerals.                                                                                                                                                                                                
|                         |                                                                                                                                                                                                                                                                                    
|Vein:                    | A fissure, fault or crack in a rock filled by minerals that have travelled upwards from some deep source.                                                                                                                                                                          
|                         |                                                                                                                                                                                                                                                                                    
|Volcaniclastic:          | Where volcanic derived material has been transported and reworked through mechanical processes.                                                                                                                                                                                    
|                         |                                                                                                                                                                                                                                                                                    
|Volcanisedimentary:      | Where volcanic and sedimentary material have been transported and reworked through mechanical processes.                                                                                                                                                                           
|                         |                                                                                                                                                                                                                                                                                    
|Waste:                   | Rock mined with an insufficient gold content to justify processing.                                                                                                                                                                                                                
|                         |                                                                                                                                                                                                                                                                                    
|Weathered or weathering: | Rock broken down by erosion.                                                                                                                                                                                                                                                       



Statements in this Annual
Report concerning our business outlook or future economic performance; anticipated revenues, expenses or other financial items;
and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are
“forward-looking statements” as that term is defined under the United States federal securities laws. Forward-looking
statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those
stated in such statements. Factors that could cause or contribute to such differences include, but are not limited to, those set
forth under “PART I.Item 3. Key Information – D. Risk Factors” in this Annual Report as well as
those discussed elsewhere in this Annual Report and in our other filings with the Securities and Exchange Commission.



We are incorporated under
the laws of Jersey, Channel Islands with the majority of our operations located in West and Central Africa. Our books of account
are maintained in US dollars and our annual and interim financial statements are prepared on a historical cost basis, except as
otherwise required under International Financial Reporting Standards as issued by International Accounting Standards Board (“IFRS”),
and in accordance with IFRS. IFRS differs in significant respects from generally accepted accounting principles in the United States,
or US GAAP. This Annual Report includes our audited consolidated financial statements prepared in accordance with IFRS. The financial
information included in this Annual Report has been prepared in accordance with IFRS and, except where otherwise indicated, is
presented in US dollars. For a definition of cash costs and other non-GAAP measures, please see “PART I. Item 3. Key
Information – A. Selected Financial Data”.



Unless the context otherwise
requires, “us”, “we”, “our”, “company”, “group” or words of similar
import, refer to Randgold Resources Limited and its subsidiaries and affiliated companies.



- 6 -


Table of Contents




Part I



Item 1. Identity of Directors, Senior Management
and Advisers



Not applicable.



Item 2. Offer Statistics and Expected Timetable



Not applicable.



Item 3. Key Information



A. SELECTED FINANCIAL DATA



The following selected
historical consolidated financial data has been derived from, and should be read in conjunction with, the more detailed
information and financial statements, including our audited consolidated financial statements for the years ended December 31,
2013, 2012 and 2011 and as at December 31, 2013, December 31, 2012 and January 1, 2012, which appear elsewhere in this Annual
Report. The comparative information in those audited consolidated financial statements are restated following the adoption of
IFRS 11 Joint arrangements in 2013. The historical consolidated financial data as at December 31, 2010 and 2009, and for
the years ended December 31, 2010 and 2009 have been derived from our audited consolidated financial statements not included
in this Annual Report. The historical financial data in respect of those years is not restated, as explained in the footnote to
the table below.



The financial data have been prepared in accordance
with IFRS, unless otherwise noted.



|                                                                                              |  | Year Ended
    December 31, 2013 |                                                  |  | Year Ended
    December 31, 2012 (Restated)+ |  |                                                  | Year Ended
    December 31, 2011 (Restated)+ |  |  | Year Ended
    December 31,  2010 |   |  | Year Ended
    December 31, 2009 |           
|--------------------------------------------------------------------------------------------- |  | -------------------------------- | ------------------------------------------------ |  | -------------------------------------------- |  | ------------------------------------------------ | -------------------------------------------- |  |  | --------------------------------- | - |  | -------------------------------- | ----------
|$000:                                                                                         |  |                                  |                                                  |  |                                              |  |                                                  |                                              |  |  |                                   |   |  |                                  |           
|STATEMENT
    OF COMPREHENSIVE INCOME DATA:                                                   |  |                                  |                                                  |  |                                              |  |                                                  |                                              |  |  |                                   |   |  |                                  |           
|Amounts
    in accordance with IFRS unless otherwise stated                                   |  |                                  |                                                  |  |                                              |  |                                                  |                                              |  |  |                                   |   |  |                                  |           
|Revenues                                                                                      |  |                                  | 1,137,690                                        |  |                                              |  | 1,183,127                                        | +                                            |  |  | 970,315                           | + |  |                                  | 484,553   
|Profit
    from operations#                                                                   |  |                                  | 354,699                                          |  |                                              |  | 505,845                                          | +                                            |  |  | 429,908                           | + |  |                                  | 136,141   
|Share
    of profits of equity accounted joint ventures                                       |  |                                  | 54,
                                         257 |  |                                              |  | 40,
                                         927 | +                                            |  |  | 44,119                            | + |  |                                  | —         
|Net
    profit attributable to owners of the parent                                           |  |                                  | 278,382                                          |  |                                              |  | 431,801                                          |                                              |  |  | 383,860                           |   |  |                                  | 103,501   
|Basic earnings
    per share ($)                                                              |  |                                  | 3.02                                             |  |                                              |  | 4.70                                             |                                              |  |  | 4.20                              |   |  |                                  | 1.14      
|Diluted earnings
    per share ($)                                                            |  |                                  | 2.98                                             |  |                                              |  | 4.65                                             |                                              |  |  | 4.16                              |   |  |                                  | 1.13      
|Weighted average
    number of shares used in computation of basic earnings per share         |  |                                  | 92,213,511                                       |  |                                              |  | 91,911,444                                       |                                              |  |  | 91,337,712                        |   |  |                                  | 90,645,366
|Weighted average
    number of shares used in computation of fully diluted earnings per share |  |                                  | 93,346,109                                       |  |                                              |  | 92,824,926                                       |                                              |  |  | 92,276,517                        |   |  |                                  | 91,926,912
|Dividends declared
    per share^                                                             |  |                                  | 0.50                                             |  |                                              |  | 0.50                                             |                                              |  |  | 0.40                              |   |  |                                  | 0.20      
|Other
    data                                                                                |  |                                  |                                                  |  |                                              |  |                                                  |                                              |  |  |                                   |   |  |                                  |           
|Total
    cash costs ($ per ounce sold)*                                                      |  |                                  | 715                                              |  |                                              |  | 735                                              |                                              |  |  | 688                               |   |  |                                  | 681       



| | # | Profit from operations is calculated as profit before income tax under IFRS, excluding net finance
income/(costs) and share of profits of equity accounted joint ventures. Profit from operations all arises from continuing operations.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | + | Following the introduction
                                         and adoption of IFRS 11 Joint arrangements, the group changed its accounting policy on
                                         joint ventures from January 1, 2013 with prior periods 2011 and 2012 restated accordingly
                                         (refer to pages F-8 to F-12 of this Annual Report for further details). IFRS
                                         11 does not require restatement for earlier years, therefore the information extracted
                                         from the Statement of Comprehensive Income for 2010 and 2009 and the Statement of Financial
                                         Position for those years have not been restated. Note that the consolidated financial
                                         statements present a restated consolidated statement of financial position as at January
                                         1, 2012 under IFRS, which is denoted as December 31, 2011 above.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



- 7 -


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| | ^ | Dividend distribution to the company’s shareholders is recognized as a liability in the
group’s financial statements in the period in which the dividends are approved by the board of directors and declared to
shareholders.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | * | Refer to explanation of non-GAAP measures provided.
| | - | ---------------------------------------------------



|                                                    |  | AtDecember 31,2013 |           |  | AtDecember 31,2012 (Restated)+ |  |           | AtDecember 31,2011(Restated)+ |  |  | AtDecember 31,2010                                 |   |  | AtDecember 31,2009 |          
|--------------------------------------------------- |  | ------------------ | --------- |  | ------------------------------ |  | --------- | ----------------------------- |  |  | -------------------------------------------------- | - |  | ------------------ | ---------
|$000:                                               |  |                    |           |  |                                |  |           |                               |  |  |                                                    |   |  |                    |          
|STATEMENT
    OF FINANCIAL POSITION AMOUNTS:        |  |                    |           |  |                                |  |           |                               |  |  |                                                    |   |  |                    |          
|Amounts
    in accordance with IFRS                 |  |                    |           |  |                                |  |           |                               |  |  |                                                    |   |  |                    |          
|Total
    assets                                    |  |                    | 3,376,513 |  |                                |  | 3,008,891 | +                             |  |  | 2,477
                                         267 | + |  |                    | 1,994,340
|Share capital                                       |  |                    | 4,612     |  |                                |  | 4,603     |                               |  |  | 4,587                                              |   |  |                    | 4,555    
|Share premium                                       |  |                    | 1,423,513 |  |                                |  | 1,409,144 |                               |  |  | 1,386,939                                          |   |  |                    | 1,362,320
|Retained
    earnings                               |  |                    | 1,386,518 |  |                                |  | 1,154,273 |                               |  |  | 759,209                                            |   |  |                    | 393,570  
|Other
    reserves                                  |  |                    | 64,398    |  |                                |  | 50,994    |                               |  |  | 40,531                                             |   |  |                    | 31,596   
|Equity
    attributable to the owners of the parent |  |                    | 2,879,041 |  |                                |  | 2,619,014 |                               |  |  | 2,191,266                                          |   |  |                    | 1,792,041



| | + | Following the introduction and adoption of IFRS 11 Joint
                                         arrangements, the group changed its accounting policy on joint ventures from January
                                         1, 2013 with prior periods 2011 and 2012 restated accordingly (refer to pages F-8
                                         to F-12 of this Annual Report for further details). IFRS 11 does not require restatement
                                         for earlier years, therefore the Statement of Comprehensive Income for 2010 and 2009
                                         and the Statement of Financial Position for those years have not been restated. Note
                                         that the consolidated financial statements present a restated consolidated statement
                                         of financial position as at January 1, 2012 under IFRS, which is denoted as December
                                         31, 2011 above.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Non-GAAP Measures



We have identified certain
measures that we believe will assist understanding of the performance of the business. As the measures are not defined under IFRS
they may not be directly comparable with other companies’ adjusted measures. The non-GAAP measures are not intended to be
a substitute for, or superior to, any IFRS measures of performance but management has included them as these are considered to
be important comparables and key measures used within the business for assessing performance.



These measures are further explained below:



Total cash costs and
cash cost per ounce are non-GAAP measures. Total cash costs and total cash cost per ounce are calculated using guidance issued
by the Gold Institute. The Gold Institute was a non-profit industry association comprising leading gold producers, refiners, bullion
suppliers and manufacturers. This institute has now been incorporated into the National Mining Association. The guidance was first
issued in 1996 and revised in November 1999. Total cash costs, as defined in the Gold Institute’s guidance, include mine
production, transport and refinery costs, general and administrative costs, movement in production inventories and ore stockpiles,
transfers to and from deferred stripping where relevant and royalties. Total cash costs and cash cost per ounce also include our
share of our equity accounted joint ventures’ total cash costs and cash cost per ounce.



Total cash cost per
ounce is calculated by dividing total cash costs, as determined using the Gold Institute guidance, by gold ounces sold for
the periods presented. Total cash costs and total cash cost per ounce are calculated on a consistent basis for the periods presented.
Total cash costs and total cash cost per ounce should not be considered by investors as an alternative to operating profit or net
profit attributable to shareholders, as an alternative to other IFRS measures or an indicator of our performance. The data does
not have a meaning prescribed by IFRS and therefore amounts presented may not be comparable to data presented by gold producers
who do not follow the guidance provided by the Gold Institute. In particular depreciation and amortization would be included in
a measure of total costs of producing gold under IFRS, but are not included in total cash costs under the guidance provided by
the Gold Institute. Furthermore, while the Gold Institute has provided a definition for the calculation of total cash costs and
total cash cost per ounce, the calculation of these numbers may vary from company to company and may not be comparable to other
similarly titled measures of other companies. However, we believe that total cash cost per ounce is a useful indicator to investors
and management of a mining company’s performance as it provides an indication of a company’s
profitability and efficiency, the trends in cash costs as the company’s operations mature, and a benchmark of performance
to allow for comparison against other companies.



- 8 -


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Cash operating costs
and cash operating cost per ounce are calculated by deducting royalties from total cash costs. Cash operating cost per ounce
is calculated by dividing cash operating costs by gold ounces sold for the periods presented. Total cash operating costs and cash
operating cost per ounce include our share of joint ventures’ total operating cash cost and operating cash cost per ounce.



Gold sales is a
non-GAAP measure. It represents the sales of gold at spot and the gains/losses on hedge contracts which have been delivered into
at the designated maturity date. It excludes gains/losses on hedge contracts which have been rolled forward to match future sales.
This adjustment is considered appropriate because no cash is received/paid in respect of these contracts. We currently do not have
any hedge positions. Gold sales include our share of our equity accounted joint ventures’ gold sales.



Profit from mining activity
is calculated by subtracting total cash costs from gold sales for all periods presented. Profit from mining includes our share
of our equity accounted joint ventures.



Gold on hand represents
gold in doré at the mines multiplied by the prevailing spot gold price at the end of the period. Gold on hand includes our
share of our equity accounted joint ventures’ gold on hand.



The following table lists
the costs of producing gold, based on IFRS figures extracted from the financial statements of the Company, and reconciles this
measure to total cash costs as defined by the Gold Institute’s guidance, as a non-GAAP measure, for each of the periods set
forth below:



|$000:                                                                                                               |  | Year EndedDecember 31,2013 |           |   | Year EndedDecember 31,2012 (Restated)+ |  |           | Year EndedDecember 31,2011(Restated)+ |  |  | Year EndedDecember 31,2010                      |   |  | Year EndedDecember 31,2009 |        
|------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | --------- | - | -------------------------------------- |  | --------- | ------------------------------------- |  |  | ----------------------------------------------- | - |  | -------------------------- | -------
|Gold Sales                                                                                                          |  |                            |           |   |                                        |  |           |                                       |  |  |                                                 |   |  |                            |        
|Gold sales per IFRS                                                                                                 |  |                            | 1,137,690 |   |                                        |  | 1,183,127 |                                       |  |  | 970,315                                         |   |  |                            | 484,553
|Gold sales adjustment for joint ventures                                                                            |  |                            | 129,022   | + |                                        |  | 134,703   | +                                     |  |  | 156,771                                         | + |  |                            | —      
|Gold sales#                                                                                                         |  |                            | 1,266,712 |   |                                        |  | 1,317,830 |                                       |  |  | 1,127,086                                       |   |  |                            | 484,553
|Costs                                                                                                               |  |                            |           |   |                                        |  |           |                                       |  |  |                                                 |   |  |                            |        
|Mine production costs                                                                                               |  |                            | 536,229   |   |                                        |  | 438,331   | +                                     |  |  | 337,494                                         | + |  |                            | 247,850
|Depreciation and amortization                                                                                       |  |                            | 130,638   |   |                                        |  | 117,991   | +                                     |  |  | 65
                                         562 | + |  |                            | 28,127 
|Other mining and processing costs                                                                                   |  |                            | 61,319    |   |                                        |  | 75,770    | +                                     |  |  | 62,758                                          | + |  |                            | 20,598 
|Cash cost adjustment for joint ventures                                                                             |  |                            | 49,055    |   |                                        |  | 50,511    | +                                     |  |  | 69,532                                          | + |  |                            | —      
|Depreciation and amortization adjustment for
    joint ventures                                                     |  |                            | 19,322    | + |                                        |  | 13,750    | +                                     |  |  | 16,498                                          | + |  |                            | —      
|Transport and refinery costs                                                                                        |  |                            | 2,663     |   |                                        |  | 2,718     | +                                     |  |  | 2,433                                           | + |  |                            | 1,653  
|Royalties                                                                                                           |  |                            | 58,415    |   |                                        |  | 59,710    | +                                     |  |  | 44,414                                          | + |  |                            | 27,680 
|Movement in production inventory and
    ore stockpiles                                                             |  |                            | (49,730   | ) |                                        |  | (43,716)  | +                                     |  |  | (21,907)                                        | + |  |                            | (16,152
|Total cost of producing gold #                                                                                      |  |                            | 807,911   |   |                                        |  | 715,065   |                                       |  |  | 576,784                                         |   |  |                            | 309,756
|Less:
    Non-cash costs included in total cost of producing gold: Depreciation and amortization under IFRS         |  |                            | (130,638  | ) |                                        |  | (117,991) |                                       |  |  | (65,562)                                        |   |  |                            | (28,127
|Less: Non-cash costs included in total cost
    of producing gold: Depreciation and amortization for joint ventures |  |                            | (19,322   | ) |                                        |  | (13,750   | )                                     |  |  | (16,498                                         | ) |  |                            | —      
|Total cash costs using the Gold Institute’s
    guidance#                                                           |  |                            | 657,951   |   |                                        |  | 583,324   |                                       |  |  | 494,724                                         |   |  |                            | 281,629
|Ounces sold*                                                                                                        |  |                            | 920,248   |   |                                        |  | 793,852   |                                       |  |  | 718,762                                         |   |  |                            | 413,262
|Total cost of producing gold per ounce
    ($ per ounce)#                                                           |  |                            | 878       |   |                                        |  | 901       |                                       |  |  | 802                                             |   |  |                            | 750    
|Total cash costs per ounce ($ per ounce)#                                                                           |  |                            | 715       |   |                                        |  | 735       |                                       |  |  | 688                                             |   |  |                            | 681    



| | * | 40% share of Morila, 45% share of Kibali and 100% share of Loulo, Tongon and Gounkoto
| | - | -------------------------------------------------------------------------------------



| | + | Following
                                         the introduction and adoption of IFRS 11 Joint arrangements, the group changed its accounting
                                         policy on joint ventures from January 1, 2013 with prior periods 2011 and 2012 restated
                                         accordingly (refer to pages F-8 to F-12 of this Annual Report for further details).
                                         IFRS 11 does not require restatement for earlier years, therefore the information extracted
                                         from the Statement of Comprehensive Income for 2010 and 2009 has not been restated.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | # | Refer to explanation of non-GAAP measures provided. Historically, Randgold consolidated 100% of Loulo, Gounkoto and Tongon,
and 40% of Morila and non-GAAP measures remain on this basis and are not affected by the change in accounting policy detailed above.
During 2013 Kibali reached commercial production and Randgold has included 45% of Kibali in the consolidated non-GAAP measures.
above.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



- 9 -


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B. CAPITALIZATION AND INDEBTEDNESS

Not applicable.



C. REASONS FOR THE OFFER AND USE OF PROCEEDS



Not applicable.



D. RISK FACTORS



In addition to the other information included
in this Annual Report, you should carefully consider the following factors, which individually or in combination could have a material
adverse effect on our business, financial condition and results of operations. There may be additional risks and uncertainties
not presently known to us, or that we currently see as immaterial, which may also harm our business. If any of the risks or uncertainties
described below or any such additional risks and uncertainties actually occur, our business, results of operations and financial
condition could be materially and adversely affected. In this case, the trading price of our ordinary shares and American Depositary
Shares, or ADS, could decline and you might lose all or part of your investment.



Risks Relating to Our Operations



The profitability of
our operations, and the cash flows generated by our operations, are affected by changes in the market price for gold which in the
past has fluctuated widely.



Substantially all of our
revenue and cash flows have come from the sale of gold. Historically, the market price for gold has fluctuated widely and has been
affected by numerous factors, over which we have no control, including:



| | • | the demand for gold for investment purposes including Exchange
Traded Funds, industrial uses and for use in jewelry;
| | - | --------------------------------------------------------------------------------------------------------------------



| | • | international or regional political and economic trends;
| | - | --------------------------------------------------------



| | • | the strength of the US dollar, the currency in which gold prices generally are quoted, and of other
currencies;
| | - | ---------------------------------------------------------------------------------------------------------------



| | • | market expectations regarding inflation rates;
| | - | ----------------------------------------------



| | • | interest rates;
| | - | ---------------



| | • | speculative activities;
| | - | -----------------------



| | • | actual or expected purchases and sales of gold bullion holdings by central banks, the International
Monetary Fund, or other large gold bullion holders or dealers;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | hedging activities by gold producers; and
| | - | -----------------------------------------



| | • | the production and cost levels for gold in major gold-producing nations.
| | - | ------------------------------------------------------------------------



The volatility of gold prices is illustrated in the following table,
which shows the approximate annual high, low and average of the afternoon London Bullion Market fixing price of gold in US dollars
for the past ten years.



- 10 -


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|                        |  | Price
    Per Ounce ($) |      
|----------------------- |  | ----------------------- | -----
|Year                    |  | High                    |      
|2004                    |  |                         | 454  
|2005                    |  |                         | 537  
|2006                    |  |                         | 725  
|2007                    |  |                         | 841  
|2008                    |  |                         | 1,011
|2009                    |  |                         | 1,213
|2010                    |  |                         | 1,421
|2011                    |  |                         | 1,895
|2012                    |  |                         | 1,792
|2013                    |  |                         | 1,694
|2014 (through February) |  |                         | 1,221



The market price of gold
has been and continues to be significantly volatile. In 2013, there was a 29% reduction in gold price, the largest annual decline
since 1981. If gold prices should fall below and remain below our cost of production for any sustained period we may experience
losses, and if gold prices should fall below our cash costs of production we may be forced to re-plan and mine higher grade ore
which will have a negative impact on our reserves and life of mine plans. Low gold prices for an extended period could result in
us having to curtail or suspend some or all of our mining operations. In addition, we would also have to assess the economic impact
of low gold prices on our ability to recover from any losses we may incur during that period and on our ability to maintain adequate
reserves. Our total cash cost of production per ounce of gold sold was $715 in the year ended December 31, 2013, $735 in the year
ended December 31, 2012 and $688 in the year ended December 31, 2011.



Our mining operations
may yield less gold under actual production conditions than indicated by our gold reserve figures, which are estimates based on
a number of assumptions, including assumptions as to mining and recovery factors, production costs and the price of gold.



The ore reserve estimates
contained in this Annual Report are estimates of the mill delivered quantity and grade of gold in our deposits and stockpiles.
They represent the amount of gold that we believe can be mined, processed and sold at prices sufficient to recover our estimated
total cash costs of production, remaining investment and anticipated additional capital expenditure. Our ore reserves are estimated
based upon many factors, including:



| | • | the results of exploratory drilling and an ongoing sampling of the orebodies;
| | - | -----------------------------------------------------------------------------



| | • | past experience with mining properties;
| | - | ---------------------------------------



| | • | depletion from past mining;
| | - | ---------------------------



| | • | mining method and associated dilution and ore loss factors;
| | - | -----------------------------------------------------------



| | • | gold price; and
| | - | ---------------



| | • | operating costs.
| | - | ----------------



Because our ore reserve
estimates are calculated based on current estimates of future production costs and gold prices, they should not be interpreted
as assurances of the economic life of our gold deposits or the profitability of our future operations.



Reserve estimates may
require revisions based on actual production experience. Further, a sustained decline in the market price of gold may render the
recovery of ore reserves containing relatively lower grades of gold mineralization uneconomical and ultimately result in a restatement
of reserves. The failure of the reserves to meet our recovery expectations may have a material adverse effect on our business,
financial condition and results of operations.



We aresubjectto various political and economic uncertainties associated with operating in Mali that could significantly affect our mines in
Mali and our results of operations and financial condition.



- 11 -


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We are subject to risks
associated with operating gold mines in Mali. In 2013, gold produced in Mali represented approximately 70% of our consolidated
group gold production, including joint ventures. On March 21, 2012, Mali was subject to an attempted coup d’état
that resulted in the suspension of the constitution, the partial closing of the borders and the general disruption of business
activities in the country. The supply of consumables to our mines in Mali was temporarily interrupted as a result of the political
situation. The borders were reopened shortly after these events and an interim government was installed within a month. In January
2013, following military conflicts with terrorist insurgents, the Malian State requested the assistance of the French Government
to assist the Malian army to repel the insurgents who had been occupying parts of the north of the country and beginning to move
towards the southern part of the country. During 2013, French and other foreign troops occupied the northern part of the country
to assist the Malian State in maintaining control of this region and presidential and parliamentary elections took place during
the middle of 2013. The insurgents have now largely been repelled from the north of the country and the French and other foreign
troops have commenced demobilizing. Although we have continued to produce and sell gold during the political crisis, there can
be no assurance that the political situation will not disrupt our ability to continue gold production, or our ability to sell and
ship our gold from our mines in Mali. Furthermore, there can be no assurance that the political situation in Mali will not have
a material adverse effect on our operations and financial condition.



Our business
and results of operations may be adversely affected if the State of Mali and the DRC state fail to repay Value Added Tax, or TVA,
owing to the Morila, Loulo, Gounkoto and Kibali mines.



Our mining companies operating
in Mali are exonerated by their Establishment Conventions from paying TVA for the three years following first commercial production.
After that, TVA is payable and reimbursable. TVA is only reclaimable insofar as it is expended in the production of income. A key
aspect in TVA recovery is managing the completion of the State of Mali’s audit of the taxpayer’s payments, at which
time the State of Mali recognizes a liability.



By December 2007, Morila
had successfully concluded a reimbursement protocol with the State of Mali for all TVA reimbursements it was owed up to June 2005.
Morila was unable to conclude a second protocol subsequent to December 2007, however, and pursuant to its Establishment Convention,
began offsetting TVA reimbursements it was owed against corporate and other taxes payable by Morila to the State of Mali. As a
result of the offsets, Morila had recouped all its outstanding TVA as at December 31, 2010, as the State of Mali repaid all
outstanding amounts by this date. As of December 31, 2011, December 31, 2012 and December 31, 2013, TVA owed by the
State of Mali amounted to $3.9 million (our 40%), $6.4 million (our 40%) and $4.4 million (our 40%) respectively.



During 2011, 2012 and
2013 Loulo has offset TVA reimbursements it was owed against corporate and other taxes payable by Loulo to the State of Mali. At
December 31, 2012, TVA owed by the State of Mali to Loulo stood at $72.2 million. This amount has increased to $115.6 million
at December 31, 2013.



Included in the TVA owing
amounts are amounts which had been extracted from the Morila and Loulo TVA refunds pertaining to disputed tax assessments. As
at December 31, 2013 these amounted to $4.7 million (our 40%) owing to Morila and $24.4 million owing to Loulo.



By December 31, 2012
and December 31, 2013, TVA refunds of $10.7 million owing to Gounkoto remained disputed by the State of Mali.



By December 31, 2013,
TVA owing to Kibali by the DRC State amounted to $36.4 million (our 45%). Kibali has received TVA refunds during the year, but
the process has been slower than set out by law, due to additional administrative requirements imposed by the relevant State departments.



Our business, cash
flow and results of operations will be adversely affected to the extent the TVA amounts owing to the group are not paid.



Our business
may be adversely affected if we fail to resolve disputed tax claims with the State of Mali.



As at December 31,
2013, the group had received claims for various taxes from the State of Mali totaling $123.1 million, in respect of the Loulo,
Gounkoto and Morila mines, together with Kankou Moussa SARL, our Malian gold jewelrysales operation. Having taken professional advice, the group considers the claims to be wholly without merit or foundation
and is strongly defending its position, including following the appropriate legal process for such disputes in Mali. Loulo, Gounkoto
and Morila have legally binding mining conventions which guarantee fiscal stability, govern the taxes applicable for the companies
and allow for international arbitration in the event that a dispute cannot be resolved in the country. Management continues to
engage with the Malian authorities at the highest level to resolve this issue. On November 25, 2013, Société des
Mines de Loulo SA (“Somilo”) instigated arbitration proceedings against the State of Mali pursuant to the terms of
Somilo’s Establishment Convention at the International Center for Settlement of Investment Disputes in respect of US$60.9
million. Management continues to engage with the Malian authorities at the highest level to resolve this issue and the other unresolved
tax claims. However, it may be necessary to instigate additional arbitration proceedings to resolve these disputes.



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If for any reason these
disputed tax claims become due and payable the results of Morila, together with Kankou Moussa SARL, Gounkoto and Loulo’s
operations and financial position would be adversely affected, as would their ability to pay dividends to their shareholders. Accordingly,
our business, cash flows and financial condition will be adversely affected if anticipated dividends are not paid.



Changes in mining
legislation can have significant effects on our operations.



While we have
entered into binding mining conventions with the governments of Côte d’Ivoire, Mali and Senegal, changes in
mining legislation in the countries in which we operate could have significant adverse effects on our results of
operations. In addition, changes in mining legislation may discourage future investments in these jurisdictions, which may
have an adverse impact on our ability to develop new mines and reduce future growth opportunities. Among the jurisdictions in
which we currently have major operations, there are several proposed or recently adopted changes in mining legislation that
could materially affect us. The governments in these jurisdictions may require us to renegotiate our mining conventions. If
so, there can be no assurance that the outcome of our negotiations will not have a material adverse impact on our
financial condition or operational results.



Our success may depend
on our social and environmental performance.



Our ability to operate
successfully in communities will likely depend on our ability to develop, operate and close mines in a manner that is consistent
with the health, safety and well-being of our employees, the protection of the environment, and the creation of long term economic
and social opportunities in the countries in which we operate. Mining companies are required to make a fair contribution and provide
benefits to the communities and countries in which they operate, and are subject to extensive environmental, health and safety
laws and regulations. As a result of public concern about the real or perceived detrimental effects of economic globalization and
global climate impacts, businesses generally and large multinational corporations in natural resources industries, in particular,
face increasing public scrutiny of their activities. These businesses are under pressure to demonstrate that, as they seek to generate
satisfactory returns on investment to shareholders, other stakeholders, including employees, governments, communities surrounding
operations and the countries in which they operate, benefit and will continue to benefit from their commercial activities. Such
pressures tend to be particularly focused on companies whose activities relate to non-renewable resources and are perceived to
have a high impact on their social and physical environment. The potential consequences of these pressures include reputational
damage and legal suits.



Certain non-governmental
organizations oppose globalization and resource development and are often vocal critics of the mining industry and its practices.
Adverse publicity by such non-governmental agencies could have an adverse effect on our reputation and financial condition and
could have an impact on the communities within which we operate.



In addition, our ability
to successfully obtain key permits and approvals to explore for, develop and operate mines and to successfully operate in communities
around the world will likely depend on our ability to develop, operate and close mines in a manner that is consistent with the
creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Mining operations
should be designed to minimize the negative impact on such communities and the environment, for example, by modifying mining plans
and operations or by relocating those affected to an agreed location. The cost of these measures could increase capital and operating
costs and therefore could have an adverse impact upon our financial conditions and operations. We seek to promote improvements
in health and safety, environmental performance and community relations. However, our ability to operate could be adversely impacted
by accidents or events detrimental (or perceived to be detrimental) to the health, safety and well-being of our employees, the
environment or the communities in which we operate.



In July 2009, the Loulo
mine experienced some disruption, caused by a small group of disaffected people unable to secure long term employment at the mine.
The disruption resulted in some damage to the tailings pipeline as well as to some accommodation units and other property. As a
result, all operations at the Loulo mine were suspended for 36 hours, following which all mining and processing operations returned
to normal. There can be no assurance that similar events will not happen in the future, or that such events will not adversely
affect our results of operations and properties.



In November 2011 and March
2012, the Tongon mine experienced temporary work stoppages during the course of negotiating a mine level agreement with a newly
established union. Though we signed the mine level agreement with the union during 2012, there can be no assurance that similar
work stoppages will not happen in the future, or that such events will not adversely affect our results of operations.



Any appreciation of
the currencies in which we incur costs against the US dollar could adversely affect our results of operations and financial condition.



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While our revenue is derived
from the sale of gold in US dollars, a significant portion of our input costs are incurred in currencies other than the dollar,
primarily Euro, Communauté Financière Africaine Franc and South African Rand. Accordingly, any appreciation in such
other currencies could adversely affect our results of operations.



The profitability of
our operations and the cash flows generated by these operations are significantly affected by the fluctuations in the price, cost
and supply of fuel and other inputs, and we would be adversely affected by future increases in the prices of fuel and other inputs.



Fuel, power and consumables,
including diesel, steel, chemical reagents, explosives and tires, form a relatively large part of our operating costs. The cost
of these consumables is impacted to varying degrees by fluctuations in the price of oil, exchange rates and availability of supplies.
Such fluctuations have a significant impact upon our operating costs and capital expenditure estimates and, in the absence of other
economic fluctuations, could result in significant changes in the total expenditure estimates for mining projects, new and existing,
and could even render certain projects non-viable.



Fuel is the primary input
utilized in our mining operations, and our results are significantly affected by the price and availability of fuel, which are
in turn affected by a number of factors beyond our control. Historically, fuel costs have been subject to wide price fluctuations
based on geopolitical factors and supply and demand. Political unrest in certain oil producing countries has in the past led to
an increase in the cost of fuel. If there are additional outbreaks of hostilities or other conflicts in oil producing areas or
elsewhere, or a reduction in refining capacity (due to weather events, for example), or governmental limits on the production or
sale of fuel, or restrictions on the transport of fuel, there could be reductions in the supply of fuel and significant increases
in the cost of fuel.



During 2013, the average
price of our landed fuel was slightly higher than 2012. In the year ended December 31, 2013, the cost of fuel and other power
generation costs comprised approximately 20% of our operating costs (2012: 25%).



While we do not currently
anticipate a significant reduction in fuel availability, factors beyond our control make it impossible to predict the future availability
of fuel. We are not parties to any agreements that protect us against price increases or guarantee the availability of fuel. Major
reductions in the availability of fuel or significant increases in its cost, or a continuation of current high prices for a significant
period of time, would adversely affect our results of operations and profitability.



Our underground mines
at Loulo and Kibali are subject to all of the risks associated with underground mining.



Development of the underground
mine at Yalea (Loulo) commenced in December 2006 and first ore was mined in April 2008. This planned mine, and the subsequent Gara
underground mine (Loulo), represented our entry into the business of underground mining, and the commencement of underground mining
in Mali by any mining company. In connection with the development of the underground mines, we must build the necessary infrastructure,
the costs of which are substantial. The underground mines may experience unexpected problems and delays during their development
and construction. Delays in the commencement of gold production could occur and the development costs could be larger than expected,
which could affect our results of operations and profitability.



Since the commencement
of the underground operations at Yalea, in working with a mining contractor, we have experienced a number of challenges which have
led to delays and slower build up of production. These challenges included the availability of the underground fleet, the ability
to drill and blast in accordance with the plan and the contractor’s poor safety record.



Following these setbacks
experienced during 2009, we terminated the underground mining contract with the contractor. At the beginning of 2010, we appointed
a new contractor to develop the Gara underground mine, and subsequently extended their contract at the end of 2010 to include the
additional development of the Yalea underground mine. The development and operation of the underground mine has been negatively
impacted by these issues and resulting delays, and there can be no assurance that such issues will be fully resolved or that we
will not have any further future delays.



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Development of the Kibali
mine includes the development of an underground mine, utilizing two separate mining contractors for each of the declines and vertical
shaft. During 2012, we commenced the development of the decline shaft system and the vertical shaft platform was completed. In
2013, we continued to progress our underground operations at Kibali, including starting the development of the shaft collar, foundations
for the winder house and erection of the winder infrastructure.



The business of underground
mining by its nature involves significant risks and hazards. In particular, as the development commences the operation could be
subject to:



| | • | rockbursts;
| | - | -----------



| | • | seismic events;
| | - | ---------------



| | • | underground fires;
| | - | ------------------



| | • | cave-ins or falls of ground;
| | - | ----------------------------



| | • | discharges of gases or toxic chemicals;
| | - | ---------------------------------------



| | • | flooding;
| | - | ---------



| | • | accidents; and
| | - | --------------



| | • | other conditions resulting from drilling, blasting and the removal of material from an underground
mine.
| | - | --------------------------------------------------------------------------------------------------------



We are at risk of experiencing
any and all of these hazards. The occurrence of any of these hazards could delay the development of the mine, production, increase
cash operating costs and result in additional financial liability for us.



Actual cash costs of
production, production results, capital expenditure costs and economic returns may differ significantly from those anticipated
by our feasibility studies for new development projects.



Feasibility studies and
other project evaluation activities necessary to determine the current or future viability of a mining operation are often not
economically beneficial. Activities often require substantial expenditure on exploration drilling to determine the extent and grade
of mineralized material. It typically takes a number of years from initial feasibility studies of a mining project until development
is completed and, during that time, the economic feasibility of production may change. The economic feasibility of development
projects is based on many factors, including the accuracy of estimated reserves, metallurgical recoveries, capital and operating
costs and future gold prices. The capital expenditure and time required to develop new mines or other projects are considerable,
and changes in costs or construction schedules can affect project economics. Thus it is possible that actual costs and economic
returns may differ materially from our estimates.



In addition, there are
a number of uncertainties inherent in the development and construction of any new mine, including:



| | • | the availability and timing of necessary environmental and governmental permits;
| | - | --------------------------------------------------------------------------------



| | • | the timing and cost necessary to construct mining and processing facilities, which can be considerable;
| | - | -------------------------------------------------------------------------------------------------------



| | • | the availability and cost of skilled labor, power, water and other materials;
| | - | -----------------------------------------------------------------------------



| | • | the accessibility of transportation and other infrastructure, particularly in remote locations;
and
| | - | ---------------------------------------------------------------------------------------------------



| | • | the availability of funds to finance construction and development activities.
| | - | -----------------------------------------------------------------------------



Kibali completed an optimized
feasibility during 2011 and construction of the mine started in 2012. Included in the mine development was the relocation of approximately
20,000 people from the mine site, and the 14 affected villages were relocated to the new model village of Kokiza during 2013. At
Kibali, open pit mining started in July 2012 and the mine’s first gold was produced in September 2013. However, there can
be no assurance that the mine will not be subject to the risks and uncertainties listed above, all of which could have an adverse
material effect on the results of our operations and financial condition. At Massawa (Senegal), a technical and financial study
was completed on the open pit enabling us to declare mineral reserves in 2010. In 2012 it was decided to focus on understanding
the geological and metallurgical controls of the project. The current plan is to progress the feasibility study through 2014.
There can be no assurance that the Massawa project will ultimately result in a new commercial mining operation, or that such new
commercial mining operations would be successful.



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We conduct mining,
development and exploration activities in countries with developing economies and are subject to the risks of political and economic
instability associated with these countries.



We currently conduct mining,
development and exploration activities in countries with developing economies. These countries and other emerging markets in which
we may conduct operations have, from time to time, experienced economic or political instability. It is difficult to predict the
future political, social and economic direction of the countries in which we operate, and the impact government decisions may have
on our business. Any political or economic instability in the countries in which we currently operate could have a material adverse
effect on our business and results of operations.



The countries of Mali,
Senegal, Democratic Republic of Congo (“DRC”) and Côte d’Ivoire have, since independence, experienced
some form of political upheaval with varying forms of changes of government taking place.



Goods are supplied to
our operations in Mali primarily by road through Senegal and Côte d’Ivoire, which at times have been disrupted by geopolitical
issues. Any present or future policy changes in the countries in which we operate, or through which we are supplied, may in some
way have a significant effect on our operations and interests.



The mining laws of Mali,
Côte d’Ivoire, Senegal and DRC stipulate that, should an economic orebody be discovered on a property subject to an
EP, a permit that allows processing operations to be undertaken must be issued to the holder. Legislation in certain countries
currently provides for the relevant government to acquire a free ownership interest in any mining project. The requirements of
the various governments as to the foreign ownership and control of mining companies may change in a manner which adversely affects
us.



In addition, unforeseen
events, including war, terrorism and other international conflicts could disrupt our operations and disrupt the operations of our
suppliers. Such events could make if difficult or impossible for us to conduct our mining operations, including delivering our
products and receiving materials from suppliers.





We are subject to various
political and economic uncertainties associated with operating in the DRC, and the success of the Kibali mine will depend in large
part on our ability to overcome significant challenges.



We are subject to risks
associated with operating the Kibali mine in the DRC. The Kibali mine is located in the north-east region of the DRC and is subject
to various levels of political, economic and other risks and uncertainties associated with operating in the DRC. Some of these
risks include political and economic instability, high rates of inflation, severely limited infrastructure, lack of law enforcement,
labor unrest, and war and civil conflict. In addition, the Kibali mine is subject to the risks inherent in operating in any foreign
jurisdiction including changes in government policy, restrictions on foreign exchange, changes in taxation policies, and renegotiation
or nullification of existing concessions, licenses, permits and contracts.



The DRC is an impoverished
country with physical and institutional infrastructure that is in a debilitated condition. It is in transition from a largely state-controlled
economy to one based on free market principles, and from a non-democratic political system with a centralized ethnic power base
to one based on more democratic principles. There can be no assurance that these changes will be effected or that the achievement
of these objectives will not have material adverse consequences for the Kibali mine.



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Any changes in mining
or investment policies or shifts in political attitude in the DRC may adversely affect operations and/or profitability of the Kibali
mine. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions
on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental
legislation, land use, land claims of local people, water use and mine safety. These changes may impact the profitability and viability
of the Kibali mine.



Furthermore, the Kibali
mine is located in a remote area of the DRC, which lacks basic infrastructure, including adequate roads and other transport, sources
of power, water, housing, food and transport. In order to develop any of the mineral interests, facilities and material necessary
to support operations in the remote locations in which they are situated must be established. The remoteness of the mineral interests
would affect the potential viability of mining operations, as we would also need to establish substantially greater sources of
power, water, physical plant, roads and other transport infrastructure than are currently present in the area. It is planned that
hydropower stations will be utilized at Kibali, which will necessarily involve reconfiguring, refurbishing and maintaining existing
stations and building new hydropower stations and also obtaining certain government licenses relating to their operation.



Moreover, the north-east
region of the DRC has undergone civil unrest and instability that could have an impact on political, social or economic conditions
in the DRC generally. There has been recent turmoil in the Eastern DRC, to the south of Kibali,  following the defeat of
the M23 rebel group in late 2013. A sufficient level of stability must be maintained in order for us to continue to operate the
Kibali mine. The impact of unrest and instability on political, social or economic conditions in the DRC could result in the impairment
of the exploration, development and operations at the Kibali mine.



We are subject to various
political and economic uncertainties associated with operating in Côte d’Ivoire, that could significantly affect the
success of the Tongon mine.



We have been subject
to risks associated with operating the Tongon mine in Côte d’Ivoire. Côte d’Ivoire has experienced several
years of political disruptions, including an attempted coup d’état and civil war. A dispute over the Côte d’Ivoire
presidential election in November 2010 resulted in the establishment of two rival governments and the imposition of targeted sanctions.
The political impasse, however, was resolved during 2011, and while the Tongon mine continued to operate throughout the crisis,
at times we were unable to ship and sell our Tongon gold production, which resulted in a timing discrepancy between our
gold produced and the recognition of revenue from gold sales. While all our gold production was subsequently sold and the country
reverted to normality, there can be no assurance that similar events may not occur in the future which would have a material adverse
effect on our gold production and financial results. Our operations and financial conditions could be impacted by future political
and economic instabilities.



Certain factors may
affect our ability to support the carrying value of our property, plant and equipment, and other assets on our consolidated statement
of financial position.



We review and test the
carrying amount of our assets on an annual basis when events or changes in circumstances suggest that the net book value may not
be recoverable. If there are indications that impairment may have occurred, we prepare estimates of expected future discounted
cash flows for each group of assets. Assets are grouped at the lowest levels for which there are separately identifiable cash flows
(cash-generating units) for purposes of assessing impairment. Expected future cash flows are inherently uncertain, and could materially
change over time. Such cash flows are significantly affected by reserve and production estimates, together with economic factors
such as spot and forward gold prices, discount rates, currency exchange rates, estimates of costs to produce reserves and future
capital expenditure to extract reserves under the approved life of mine plan.



We may incur losses
or lose opportunities for gains as a result of any future use of derivative instruments to protect us against low gold prices.



We have from time to time
used derivative instruments to protect the selling price of some of our anticipated gold production. The intended effect of our
derivative transactions was to lock in a fixed sale price for some of our future gold production to provide some protection against
a subsequent fall in gold prices. Although we currently do not use derivative instruments to protect us against low gold prices
at our operations, we may in the future determine to implement the use of derivatives in connection with a portion of our anticipated
gold production.



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Derivative transactions
can result in a reduction in revenue if the instrument price is less than the market price at the time the hedged sales are recognized.
Moreover, our decision to enter into a given instrument would be based upon market assumptions. If these assumptions are not ultimately
met, significant losses or lost opportunities for significant gains may result. In all, the use of these instruments may result
in significant losses which would prevent us from realizing the positive impact of any subsequent increase in the price of gold
on the portion of production covered by the instrument.



Under our joint venture
agreements with AngloGold Ashanti Limited, or AngloGold Ashanti, we operate the Morila mine and the Kibali mine by means of a joint
venture committee, and any disputes with AngloGold Ashanti over the management of the Morila mine or the Kibali mine could adversely
affect our business.



We jointly control Société
des Mines de Morila SA (“Morila SA”), the owner of the Morila mine, and Kibali Goldmines SPRL, the owner of the Kibali
mine, with AngloGold Ashanti under joint venture agreements. We are responsible for the day-to-day operations of Morila and Kibali,
subject to the overall management control of Morila SA and Kibali Goldmines SPRL boards, respectively. Substantially all major
management decisions, including approval of a budget for the Morila mine and the Kibali mine, must be approved by the Morila SA
and Kibali Goldmines SPRL boards, respectively. We and AngloGold Ashanti retain equal representation on the boards, with neither
party holding a deciding vote. If a dispute arises between us and AngloGold Ashanti with respect to the management of Morila SA
or Kibali Goldmines SPRL, and we are unable to amicably resolve the dispute, we may have to participate in arbitration or other
proceedings to resolve the dispute, which could materially and adversely affect our business.



The Kibali project development
plan was approved by the board of Kibali Goldmines SPRL in May 2012. However, there can be no assurance that Kibali will ultimately
receive all the required approvals of all stakeholders or that disputes between the joint venture partners will not disrupt the
development of the mine.



Our mines and projects
face many risks related to their present or future operations that may impact cash flows and profitability.



Our mines and projects
are subject to all of the operating hazards and risks normally incident to exploring for, developing and operating mineral properties
and mines, such as:



| | • | encountering unusual or unexpected formations;
| | - | ----------------------------------------------



| | • | environmental pollution;
| | - | ------------------------



| | • | mechanical breakdowns;
| | - | ----------------------



| | • | safety-related stoppages;
| | - | -------------------------



| | • | work stoppages or other disruptions in labor force;
| | - | ---------------------------------------------------



| | • | electrical power and fuel supply interruptions;
| | - | -----------------------------------------------



| | • | unanticipated ground conditions; and
| | - | ------------------------------------



| | • | personal injury and flooding.
| | - | -----------------------------



During 2011, Tongon’s
operations were negatively impacted by flooding as a result of the rainy season and by problems encountered during the change-over
from diesel generated power to Côte d’Ivoire’s national grid. Also, in November 2011, the Tongon mine suffered
a major failure of the barring gear at its No 1 mill. As a result, management also shut down Tongon’s No 2 mill as well in
the interests of personal safety and to protect the No 2 mill from a similar failure. In November 2011 and March 2012, the Tongon
mine experienced temporary work stoppages during the course of negotiating a mine level agreement with a newly established union.
During 2012 the Tongon mine was plagued by a series of operational challenges, including underperformance in the mining of the
open pit as the mine struggled to manage the transition from softer oxide material to fresh rock. Also, the mine experienced frequent
outages of grid power which disrupted the processing plant. Additionally, during December 2012 there was a fire in the milling
circuits which resulted in both mills being offline for one week followed by lower throughput and recoveries. These issues led
to gold production at Tongon missing its target by 26%. The plant was restored to full production by the end of January 2013 and
the power problems were addressed during 2013. However the recovery problems are still being addressed and contributed to Tongon
missing its target by 17% in 2013.



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During 2011, the Gounkoto’s
mine operations were disrupted by flooding following unusually heavy rains. In July 2009, the Loulo mine experienced some disruption,
caused by a small group of disaffected people unable to secure long term employment at the mine. The disruption resulted in some
damage to the tailings pipeline as well as to some accommodation units and other property. All operations were suspended for 36
hours, following which all mining and processing operations were restored and operating back at normal capacity.



There can be no assurance
that similar operational issues will not happen in the future, or that such events will not adversely affect our results of operations.



The use of mining contractors
at certain of our operations may expose it to delays or suspensions in mining activities.



Mining contractors are
used at Tongon, Loulo, Gounkoto, Kibali and Morila to mine and deliver ore to processing plants and at Loulo and Kibali to develop
the underground mine. These mining contractors rely on third-party vendors to supply them with required mining equipment, some
of which have been adversely affected by the global economic slowdown. Consequently, at these mines, we do not own all of the
mining equipment and may face disruption of operations and incur costs and liabilities in the event that any of the mining contractors
at these mines, or any of the vendors that supply them, have financial difficulties, or should there be a dispute in renegotiating
a mining contract, or a delay in replacing an existing contractor.



Since the commencement
of the underground operations at Yalea, in working with a mining contractor, we experienced a number of challenges which have led
to delays and slower build up of production. These challenges included the availability of the underground fleet, the ability to
drill and blast up holes and the contractor’s poor safety record. Following these setbacks experienced during 2009, we terminated
the underground mining contract with the contractor and have assumed responsibility for underground mining at Loulo. At the beginning
of 2010, we appointed a new contractor to develop the Gara underground mine, and subsequently extended their contract at the end
of 2010 to include the development of the Yalea underground mine. The development and operation of the underground mine were negatively
impacted by these issues. Significant improvement has occurred in 2012 and again in 2013, however, there can be no assurance that
we will not have future issues or delays.



Mining operations and
projects are vulnerable to supply chain disruption and our operations could be adversely affected by shortages of, as well as lead
times to deliver fuel, strategic spares, critical consumables, mining equipment or metallurgical plant.



Our operations could be
adversely affected by both shortages and long lead times to deliver fuel, strategic spares, critical consumables, mining equipment
and metallurgical plant. We have limited influence over suppliers and manufacturers of these items. In certain cases there are
a limited number of suppliers for fuel, certain strategic spares, critical consumables, mining equipment or metallurgical plant
who command superior bargaining power relative to us. We could at times face limited supply or increased lead time in the delivery
of such items. There can be no assurance that such limited supply or increased lead time in the delivery of items will not happen
in the future, or that such events will not adversely affect our results of operations.



Failure to comply with
the U.S. Foreign Corrupt Practices Act, Corruption (Jersey) Law and the UK Bribery Act could subject us to penalties and other
adverse consequences. We could suffer losses from corrupt or fraudulent business practices.



We abide by the provisions
of the US Foreign Corrupt Practices Act, Corruption (Jersey) Law and the UK Bribery Act, which generally prohibit companies and
their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business. In addition,
we are required to maintain records that represent our transactions and have an adequate system of internal accounting controls.
The compliance mechanisms and monitoring programs that we have in place may not adequately prevent or detect possible violations
under applicable anti-bribery and corruption legislation. There can be no assurance that our internal control policies and procedures
always will protect us from recklessness, fraudulent behavior, dishonesty or other inappropriate acts committed by our affiliates,
employees or agents. As such, our corporate policies and processes may not prevent all potential breaches of law or other governance
practices. Failure to comply with such legislation may result in severe criminal or civil sanctions, and we may be subject to other
liabilities, including fines, prosecution, potential debarment from public procurement and reputational damage, all of which could
have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition. In addition,
investigations by governmental authorities could have a material adverse effect on our business,



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consolidated results of operations, and consolidated
financial condition. We are also subject to the risks that our employees, joint venture partners, and agents may fail to comply
with other applicable laws.



We may be required
to seek funding from the global credit and capital markets to develop our properties, and the recent weaknesses in those markets
could adversely affect our ability to obtain financing and capital resources.



We require substantial
funding to develop our properties, and may be required to seek funding from the credit and capital markets to finance these activities.
Our ability to obtain outside financing will depend upon the price of gold and the market’s perception of its future price,
and other factors outside of our control. We may not be able to obtain funding on acceptable terms when required, or at all.



The credit and capital
markets experienced serious deterioration in 2008, including the failure of significant and established financial institutions
in the US and abroad, which continued throughout 2013 and may continue in 2014 and beyond, and the conditions in these markets
have continued to be difficult since then and may continue to be difficult in the future, which could have an impact on the availability
and terms of credit and capital in the near term. The deteriorating financial condition of certain government authorities has significantly
increased the potential for sovereign defaults in a number of jurisdictions, including within the European Union. If uncertainties
in these markets continue, or these markets deteriorate further, it could have a material adverse effect on our ability to raise
capital. Failure to raise capital when needed or on reasonable terms may have a material adverse effect on our business, financial
condition and results of operations. A continued or worsened slowdown in the financial markets or other economic conditions, including
but not limited to consumer spending, employment rates, inflation, fuel and energy costs, lack of available credit, the state of
the financial markets, interest rates and tax rates may affect our growth and profitability.



To ensure additional
liquidity, we entered into a $200.0 million unsecured revolving credit facility with HSBC and a syndicate of three other
banks. If any of the lenders are unable to fulfill their future commitments, our liquidity could be impacted, which could have
a material unfavorable impact on our results of operations and financial condition.



Our indebtedness could
adversely impact our business.



Under the terms of the
credit facility we entered into in 2013 we are obligated to meet certain financial and other covenants. Our ability to meet these
covenants and to service our debt (should the credit facility be drawn down) will depend on our future financial performance which
will be affected by our operating performance as well as by financial and other factors, some of which are beyond our control.



Our operations are
located in countries where tax laws and policies may change rapidly and unpredictably and such changes and policies may adversely
affect our financial condition and results of operations.



Our failure to adapt to
changes in tax regimes and regulations in the countries in which we operate may result in fines, financial losses and have a negative
impact on our corporate reputation. In addition, if we fail to react to tax notifications from authorities, we could incur financial
losses or the seizure of our assets. If we are unable to enforce existing tax legislation or incorrectly applied tax legislation,
we may pursue arbitration or other proceedings to resolve the matter, all of which could materially and adversely affect our business.



The failure of any
bank in which we deposit our funds could reduce the amount of cash we have available for operations.



Most of our cash deposited
with banks is not insured and would be subject to the risk of bank failure. If any of the banking institutions in which we have
deposited funds ultimately fails, we may lose our deposits. The loss of our deposits would reduce the amount of cash we have available
for operations and additional investments in our business, and would have a material adverse effect on our financial condition.



The SEC has adopted
rules that may affect mining operations in the DRC.



The SEC adopted final
rules pursuant to the Dodd Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) regarding disclosure
on potential conflict minerals that are necessary to the functionality or production of a product manufactured by a company that
files reports with the SEC. Under the final rules, an issuer that mines conflict minerals, such as Randgold, is not deemed to be
manufacturing or contracting to manufacture those minerals, unless the issuer also engages in manufacturing, whether directly or
indirectly through contract.





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Though we are not subject to the disclosure requirements of the final rules, we may be called upon
by other entities we contract with to provide information to them for their own supply-chain due diligence investigations. This
may result in the increased cost of demonstrating compliance in connection with the sale of gold emanating from the DRC and its
neighbors. The complexities of the gold supply chain, especially as they relate to ’scrap’ or recycled gold, and the
fragmented and often unregulated supply of artisanal and small-scale mined gold are such that there may be significant uncertainties
at each stage in the chain as to the origin of the gold, and as a result of uncertainties in the process, the costs of due diligence
and audit, or the reputational risks of defining their product or a constituent part as containing a ‘conflict mineral’
may be too burdensome for the buyers of our gold. Accordingly, they may decide to switch supply sources. This could have a material
negative impact on the gold industry, our relationship with the buyers of our gold, and our financial results.



Inflation may have
a material adverse effect on our operations.



Some of our operations
are located in countries that have and may continue to experience high rates of inflation during certain periods. It is possible
that significantly higher future inflation in countries in which we operate may result in increased future operational costs in
local currencies. This could have a material adverse effect upon our operations and financial conditions.



Regulations and pending
legislation governing issues involving climate change could result in increased operating costs which could have a material adverse
effect on our business.



A number of governments
or governmental bodies have introduced or are contemplating regulatory changes in response to various climate change interest groups
and the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant
costs on us, our venture partners and our suppliers, including increased energy, capital equipment, environmental monitoring and
reporting and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively
impact our ability to compete with companies situated in areas not subject to such limitations. Given the political significance
and uncertainty around the impacts of climate change and how it should be dealt with, we cannot predict how legislation and regulation
will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased
awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies
in our industry could harm our reputation. The potential physical impacts of climate change on our operations are highly uncertain,
and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and
storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These impacts may adversely impact
the cost, production and financial performance of our operations.



Some of our operations
are carried out in geographical areas which lack adequate infrastructure.



Mining, processing, development
and exploration activities depend, in some part, on adequate infrastructure. Reliable roads, power sources and water supply are
important factors which affect our operating costs. A lack of infrastructure or varying weather phenomena, sabotage, terrorism
or other interferences in the maintenance or provision of such infrastructure could affect our operations and financial conditions.



We may not pay dividends
to shareholders in the future.



We paid our seventh dividend
to ordinary shareholders in 2013. It is our policy to pay dividends if profits and funds are available for that purpose. Whether
or not funds are available depends on a variety of factors, including capital expenditure. We cannot guarantee that dividends will
be paid in the future.



If we are unable to
attract and retain key personnel our business may be harmed.



Our ability to bring additional
mineral properties into production and explore our extensive portfolio of mineral rights will depend, in large part, upon the skills
and efforts of a small group of management and technical personnel, including D. Mark Bristow, our Chief Executive Officer. If
we are not successful in retaining, developing or attracting highly qualified individuals in key management positions our business
may be harmed. The loss of any of our key personnel could adversely impact our ability to execute our business plan.



Ourinsurancecoverage may prove inadequate to satisfy future claims against us.



We may become subject
to liabilities, including liabilities for pollution or other hazards, against which we have not insured adequately or at all,
or cannot insure. Our insurance policies contain exclusions and limitations on coverage. Our current insurance policies provide
worldwide indemnity of $100.0 million in relation to legal liability incurred as a result of death, injury, disease
of persons and/or loss of or damage to property. Main exclusions under



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this insurance policy, which relates to our
industry, include war, nuclear risks, silicosis, asbestosis or other fibrosis of the lungs or diseases of the respiratory system
with regard to employees, and gradual pollution. In addition, our insurance policies may not continue to be available at economically
acceptable premiums. As a result, in the future our insurance coverage may not cover the extent of claims against us.



It may be difficult
for you to effect service of process and enforce legal judgments against us or our affiliates.



We are incorporated in
Jersey, Channel Islands and a majority of our directors and senior executives are not residents of the United States. Virtually
all of our assets and the assets of those persons are located outside the United States. As a result, it may not be possible for
you to effect service of process within the United States upon those persons or us. Furthermore, the United States and Jersey currently
do not have a treaty providing for the reciprocal recognition and enforcement of judgments (other than arbitration awards) in civil
and commercial matters. Consequently, it may not be possible for you to enforce a final judgment for payment rendered by any federal
or state court in the United States based on civil liability, whether or not predicated solely upon United States Federal securities
laws against those persons or us.



In order to enforce any
judgment rendered by any Federal or state court in the United States in Jersey, proceedings must be initiated by way of common
law action before a court of competent jurisdiction in Jersey. The entry of an enforcement order by a court in Jersey is conditional
upon the following:



| | • | that the court which pronounced the judgment has jurisdiction to entertain the case according to
the principles recognized by Jersey law with reference to the jurisdiction of the foreign courts;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | that the judgment is final and conclusive – it cannot be altered by the courts which pronounced
it;
| | - | ---------------------------------------------------------------------------------------------------



| | • | that there is payable,
                                         pursuant to a judgment, a sum of money not being a sum payable in respect of
                                         tax or other charges of a like nature or in respect of a fine or other penalty;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | that the judgment has not been prescribed;
| | - | ------------------------------------------



| | • | that the courts of the foreign country have jurisdiction in the circumstances of the case;
| | - | ------------------------------------------------------------------------------------------



| | • | that the judgment was not obtained by fraud; and
| | - | ------------------------------------------------



| | • | that the recognition and enforcement of the judgment is not contrary to public policy in Jersey,
including observance of the rules of natural justice which require that documents in the United States proceeding were properly
served on the defendant and that the defendant was given the right to be heard and represented by counsel in a free and fair trial
before an impartial tribunal.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Furthermore, it is doubtful
whether you could bring an original action based on United States Federal securities laws in a Jersey court.



Wearesubject to significant corporate
regulation as a public company and failure to comply with all applicable regulations could subject us to liability or negatively
affect our share price.



As a publicly traded company
we are subject to a significant body of regulation. While we have developed and instituted a corporate compliance program based
on what we believe are the current best practices in corporate governance and continue to update this program in response to newly
implemented or changing regulatory requirements, there can be no assurance that we are or will be in compliance with all potentially
applicable corporate regulations. For example, there can be no assurance that in the future our management will not find a material
weakness in connection with its annual review of our internal control over financial reporting pursuant to Section 404 of
the US Sarbanes-Oxley Act of 2002. If we fail to comply with any of these regulations, we could be subject to a range of regulatory
actions, fines or other sanctions or litigation. If we must disclose any material weakness in our internal control over financial
reporting, our share price could decline.



Risks Relating to Our Industry



The exploration of
mineral properties is highly speculative in nature, involves substantial expenditures, and is frequently unproductive.



We must continually seek
to replace our ore reserves depleted by production to maintain production levels over the long term. Ore reserves can be replaced
by expanding known orebodies or exploring for new deposits. Exploration for gold is highly speculative in nature. Our future growth
and profitability will depend, in part, on our ability to identify and acquire additional mineral rights, and on the costs and
results of our continued exploration and development programs. Many exploration programs,
including some of ours, do not result in the discovery of mineralization and any mineralization discovered may not be of sufficient
quantity or quality to be profitably mined. Our mineral exploration rights may not contain commercially exploitable reserves of
gold. Uncertainties as to the metallurgical recovery of any gold discovered may not warrant mining on the basis of available technology.



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If we discover a viable
deposit, it usually takes several years from the initial phases of exploration until production is possible. During this time,
the economic feasibility of production may change.



Moreover, we will use
the evaluation work of professional geologists, geophysicists, and engineers for estimates in determining whether to commence or
continue mining. These estimates generally rely on scientific and economic assumptions, which in some instances may not be correct,
and could result in the expenditure of substantial amounts of money on a deposit before it can be determined whether or not the
deposit contains economically recoverable mineralization. As a result of these uncertainties, we may not successfully acquire additional
mineral rights, or identify new proven and probable reserves in sufficient quantities to justify commercial operations in any of
our properties.



If management determines
that capitalized costs associated with any of our gold interests are not likely to be recovered, we would recognize an impairment
provision against the amounts capitalized for that interest. All of these factors may result in losses in relation to amounts spent
which are found not to be recoverable.



Title to our mineral
properties may be challenged which may prevent or severely curtail our use of the affected properties.



Title to our properties
may be challenged or impugned, and title insurance is generally not available. Each sovereign state is the sole authority able
to grant mineral property rights, and our ability to ensure that we have obtained secure title to individual mineral properties
or mining concessions may be severely constrained. Our mineral properties may be subject to prior unregistered agreements, transfers
or claims, and title may be affected by, among other things, undetected defects. In addition, we may be unable to operate our properties
as permitted or to enforce our rights with respect to our properties.



Our ability toobtaindesirable mineral exploration projects in the future may be adversely affected by competition from other exploration companies.



We compete with other
mining companies in connection with the search for and acquisition of properties producing or possessing the potential to produce
gold. Existing or future competition in the mining industry could materially and adversely affect our prospects for mineral exploration
and success in the future.



Artisanal mining can
disrupt our business and expose us to liability.



Artisanal miners are active
on, or adjacent to, many of our properties. Artisanal mining is associated with a number of negative impacts, including environmental
degradation, human rights abuse and funding of conflict. We do not purchase any gold from artisanal miners. There is a misconception
that artisanally-mined gold is channeled through large-scale mining operators and such misconceptions have a negative impact on
the reputation of the mining industry. The activities of illegal miners could cause damage to our properties, including pollution,
underground fires, or personal injury or death. We could potentially be held responsible. Illegal mining and theft could result
in lost gold reserves, mine stoppages, and have a material adverse effect on our operations and financial condition.



Our operations are
subject to extensive governmental and environmental regulations, which could cause us to incur costs that adversely affect our
results of operations.



Our mining facilities
and operations are subject to substantial government laws and regulations, concerning mine safety, land use and environmental protection.
We must comply with requirements regarding exploration operations, public safety, employee health and safety, use of explosives,
air quality, water pollution, noxious odor, noise and dust controls, reclamation, solid waste, hazardous waste and wildlife as
well as laws protecting the rights of other property owners and the public.



Any failure on our part
to be in compliance with these laws, regulations, and requirements with respect to our properties could result in us being subject
to substantial penalties, fees and expenses, significant delays in our operations or even the complete shutdown of our operations.
We provide for estimated environmental rehabilitation costs when the related environmental disturbance
takes place. Estimates of rehabilitation costs are subject to revision as a result of future changes in regulations and cost estimates.
The costs associated with compliance with government regulations may ultimately be material and adversely affect our results of
operations and financial condition.



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If our environmental
and other governmental permits are not renewed or additional conditions are imposed on ourpermits, our financial condition
and results of operations may be adversely affected.



Generally, compliance
with environmental and other government regulations requires us to obtain permits issued by governmental agencies. Some permits
require periodic renewal or review of their conditions. We cannot predict whether we will be able to renew these permits or whether
material changes in permit conditions will be imposed. Non-renewal of a permit may cause us to discontinue the operations requiring
the permit, and the imposition of additional conditions on a permit may cause us to incur additional compliance costs, either of
which could have a material adverse effect on our financial condition and results of operations.



Labor disruptions could
have an adverse effect on our operating results and financial condition.



Our operations are highly
unionized, and strikes are legal in the countries in which we operate. Therefore, our operations are at risk of having work interrupted
for indefinite periods due to industrial action, such as strikes by employee collectives. Should long disruptions take place on
our operations, the results from our operations and their financial condition could be materially and adversely affected.



AIDS and tropical disease
outbreaks pose risks to us in terms of productivity and costs.



The incidence of AIDS
in the DRC, Mali, Côte d’Ivoire and Senegal, which has been forecast to increase over the next decade,
poses risks to us in terms of potentially reduced productivity and increased medical and insurance costs. The exact extent to which
our workforce is infected is not known at present. The prevalence of AIDS in the countries in which we operate and among our workforce
could become significant. Significant increases in the incidence of AIDS infection and AIDS-related diseases among members of our
workforce in the future could adversely impact our operations and financial condition.



Malaria and other tropical
diseases pose significant health risks at all of our operations in West Africa and Central Africa where such diseases may assume
epidemic proportions. Malaria is a major cause of death and also gives rise to absenteeism in employees and contractors.
Consequently, if uncontrolled, the disease could adversely impact our operations and financial condition.



Item 4. Information on the Company



A. HISTORY AND DEVELOPMENT OF THE COMPANY



Randgold Resources Limited
was incorporated under the laws of Jersey, Channel Islands in August 1995, to engage in the exploration and development of gold
deposits in Sub-Saharan Africa. Our principal executive offices are located at 3rd Floor Unity Chambers, 28 Halkett Street, St.
Helier, Jersey, JE2 4WJ Channel Islands and our telephone number is (011 44) 1534 735-333. Our agent in the United States is CT
Corporation System, 111 Eighth Avenue, New York, New York 10011.



We discovered the Morila
deposit during December 1996 and we subsequently financed, built and commissioned the Morila mine.



During July 2000, we concluded
the sale of 50% of our interest in Morila Limited (and also a shareholder loan made by us to Morila Limited) to AngloGold Ashanti
for $132.0 million in cash.



We have an 80% controlling
interest in Société des Mines de Loulo SA, or Somilo, through a series of transactions culminating in April 2001.
In February 2004, we announced that we would develop a new mine at Loulo in western Mali. The Loulo mine commenced operations in
October 2005 and mines the Gara (formerly Loulo 0) and Yalea deposits. In addition, the board agreed to proceed with the development
of the underground mine and, after the award of the development contract, work commenced with the construction of the boxcut at
the Yalea mine in August 2006. We accessed first ore at Yalea in April 2008 with full production beginning in 2010. We commenced
development of Loulo’s second underground mine, Gara, and started mining in 2011. We discovered the Yalea deposit in 1997.



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We have an 80% controlling
interest in Société des Mines de Gounkoto SA, or Gounkoto. The Gounkoto mine commenced mining in January 2011 and
processes its ore by way of a toll treatment agreement with the Loulo mine, in June 2011.



We have an 89% controlling
interest in Société des Mines de Tongon SA, or Tongon. The Tongon mine commenced mining in April 2010 and first gold
was produced in 2010.



We conduct
our mining operations through:



| | • | a 50% joint venture interest in Morila Limited (which in turn owns an 80% interest in the Morila
mine);
| | - | -------------------------------------------------------------------------------------------------------



| | • | an 80% interest in Somilo;
| | - | --------------------------



| | • | an 80% interest in Gounkoto;
| | - | ----------------------------



| | • | an 89% interest in Tongon; and
| | - | ------------------------------



| | • | a 50% joint venture interest in Kibali (Jersey) Limited (which in turn indirectly owns a 90% interest
in the Kibali mine).
| | - | --------------------------------------------------------------------------------------------------------------------------



In April 2004, Resolute
Mining Limited, or Resolute, acquired the Syama mine from us. The agreement entered into in June 2004 between the parties provides
for the payment of a production royalty by Resolute to us relating to Syama’s production equal to $10/oz on the first million
ounces produced by Syama and $5/oz on the next 3Moz produced by Syama. This royalty payment is capped at $25.0 million.
We received our first royalties in 2009. During 2013, quarterly royalty payments were received from Resolute throughout the year.



Effective on June 11,
2004, we undertook a split of our ordinary shares, which increased our issued share capital from 29,263,385 to 58,526,770 ordinary
shares. In connection with this share split, our ordinary shareholders of record on June 11, 2004 received two $0.05 ordinary
shares for every one $0.10 ordinary share they held. Following the share split, each shareholder held the same percentage interest
in us; however, the trading price of each share was adjusted to reflect the share split. ADS holders were affected the same way
as shareholders and the ADS ratio remains one ADS to one ordinary share.



On October 15, 2009,
we completed the acquisition of 50% of Moto Goldmines Limited (“Moto Goldmines”), in conjunction with AngloGold Ashanti,
which resulted in a 50:50 joint venture control of the Kibali mine in the DRC. On December 22, 2009 we completed a further
acquisition of a 20% interest, on behalf of the joint venture, from Société des Mines d’Or de Kilo-Moto (“Sokimo”),
the parastatal mining company of the DRC, resulting in an effective interest in the Kibali mine of 45%.



During November 2009,
we completed the sale of our Kiaka gold project to Volta Resources Inc., for CAD$4.0 million in cash and 20 million
Volta Resources Inc. shares. During 2010, we sold 15.5 million Volta Resources Inc. shares for a net profit of $19.3 million.
We had received CAD$4.0 million in full by the end of 2011.



Effective December 19,
2013, Volta Resources Inc. and B2 Gold Corp completed a Canadian law combination which resulted in Volta Resources Inc. becoming
a wholly-owned subsidiary of B2 Gold Corp. As a result of this combination we have received 898,003 shares in B2 Gold Corp in exchange
for our Volta Resources Inc. shares.



Principal Capital Expenditure



Capital expenditure incurred
for the year ended December 31, 2013 totaled $303.1 million compared to $272.2 (as restated) million for the year ended December 31,
2012, and $351.9 (as restated) million for the year ended December 31, 2011. Significant capital expenditure will be incurred
during 2014 to support the planned continued growth production, especially at Kibali, of approximately US$310.0 million
(100% of project), and the ongoing development of the underground mines at Loulo, including the paste backfill plant, where total
capital at the Loulo-Gounkoto complex is forecast at US$140.0 million. Project and sustaining capital at Tongon, including the
flotation circuit expansion, is estimated at US$25.0 million, and US$20.0 million will be spent at Morila (100% of the
project), including US$10.0 million of preproduction costs in respect of the Pit 4S pushback. Total group capital expenditure
for 2014 is expected to be approximately US$340.0 million (attributable portion). The capital expenditure is projected to be
financed out of internal funds and available credit facilities.



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Recent Developments



The Kibali gold mine in
the DRC poured its first gold on September 24, 2013, ahead of the originally forecasted date for the fourth quarter of 2013 and
the mine moved into commercial production on one mill stream during October 2013. Only the secondary crushing, flotation and concentrate
handling circuits remain to be commissioned in the first quarter of 2014.



B. BUSINESS OVERVIEW



OVERVIEW



We engage in gold mining,
exploration and related activities. Our activities are focused on West and Central Africa, some of the most promising areas for
gold discovery in the world. In Mali, we have an 80% controlling interest in the Loulo mine through Somilo. The Loulo mine is currently
mining from one large open pit, several smaller satellite pits and two underground mines. We also have an 80% controlling interest
in the Gounkoto mine through Société des Mines de Gounkoto S.A. We own 50% of Morila Limited, which in turn owns
80% of Morila SA, the owner of the Morila mine in Mali. In addition, we own an effective 89% controlling interest in the Tongon
mine located in the neighboring country of Côte d’Ivoire, which was commissioned in November 2010. We also own an effective
83.25% controlling interest in the Massawa project in Senegal where we completed a technical and financial study in December 2009.
In 2009, we acquired a 45% interest in the Kibali mine, which is located in the DRC. Since that time we have updated the feasibility
study and constructed the mine such that we commissioned the first mill stream in September 2013, and expect to commission the
second mill stream in March 2014. We also have exploration permits and licenses covering substantial areas in Côte d’Ivoire,
DRC, Mali, and Senegal. At December 31, 2013, we declared proven and probable reserves of 15Moz attributable to our percentage
ownership interests in Loulo, Morila, Tongon, Gounkoto, Massawa and Kibali.



Our strategy is to create
value for all our stakeholders by finding, developing and operating profitable gold mines. We seek to discover significant gold
deposits, either from our own phased exploration programs or the acquisition of early stage to mature exploration programs. We
actively manage both our portfolio of exploration and development properties and our risk exposure to any particular geographical
area. We also routinely review opportunities to acquire development projects and existing mining operations and companies.



Loulo



In February 2004, we announced
that we would develop a new mine at Loulo in western Mali. In 2005, we commenced open pit mining operations at the Gara and Yalea
pits. In 2010, an application was made to split the Loulo and Gounkoto permits. In 2011 mining ceased in the Gara open pit. In
2013, its eighth year of production, the Loulo mine produced 308,420oz of gold at a total cash cost of $776/oz. We currently anticipate
that mining at Loulo will continue through 2028.



We commenced development
of the Yalea underground mine in August 2006, where first ore was accessed in April 2008. We commenced development of Loulo’s
second underground mine, Gara, in 2010 with first ore being intersected during the second quarter of 2011 and stoping began in
November 2011. From June 2011, ore from Gounkoto was processed through the Loulo processing plant following the conclusion of
a toll-treatment agreement between the two mines. The commencement of the toll-treatment of ore from Gounkoto resulted in a reduction
of ore processing with respect to the Loulo mine. Mining of the Yalea South pushback pit was completed in 2013. In 2013, Cemented
Aggregate Fill (CAF) came into full production at both Yalea and Gara and the Gara underground conveyor and crushing system
was commissioned.



The focus of exploration
at Loulo is to continue to explore and discover additional orebodies within the Loulo permit.



Gounkoto



The Gounkoto mine is located
approximately 25km south of Loulo’s plant. Following the completion of the feasibility study in 2010, construction of the
mine commenced in late 2010.



In January 2011, mining
commenced at Gounkoto. In June 2011, the Loulo plant started to treat Gounkoto ore. 2012 represented the first full year of production
for Gounkoto. During 2013 a total of 2.0Mt of Gounkoto ore at a grade of 4.7g/t was fed to the Loulo plant and 271,943oz were produced
at a total cash cost of $622/oz. We currently anticipate that mining at Gounkoto will continue through 2025.



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The focus of exploration
at Gounkoto is to continue to explore and discover additional orebodies within the Gounkoto permit. The viability of an enlarged
pit or an underground project beneath the current pit in the Jog Zone is currently being investigated.



Morila



In 1996, we discovered
the Morila deposit, which we financed and developed and was our major gold producing asset through 2009. Morila’s total production
for 2013 was 141,822oz at a cash cost of $763/oz. Consistent with the mine plan, Morila ceased open pit mining in April 2009 and
is currently processing lower grade stockpiles. During 2010 a study of the reprocessing of the Morila Tailings Storage Facility
(“TSF”) was completed and in 2011 a feasibility study on the viability of treating the TSF material, marginal ore and
mineralized waste stockpiles was completed and approved by the board in January 2012. During 2012, a feasibility study on the viability
of the Pit 4S pushback was completed, and approved by the board in January 2013. Closure of the operation was originally scheduled
for 2013, but, together with the Pit 4S pushback and the tailings treatment projects, processing of the marginal ore and mineralized
waste should extend its life to 2017.



Tongon



The Tongon mine is
located within the Nielle exploitation permit in the north of Côte d’Ivoire, approximately 55km south of the border
with Mali.



We
commenced construction of the Tongon mine at the end of 2008, and commissioned the first stream in the fourth quarter of 2010,
with first gold production being recorded. We completed and commissioned the second stream including secondary and tertiary
crushing circuit and the sulfide circuit of the processing plant in 2011. Tongon has two main pits,
South Zone (“SZ”) and the smaller North Zone (“NZ”). In 2013, we produced 233,591oz at a total cash cost
of $828/oz. The Tongon mine has a remaining mine life of 7 years (to 2020) but has the potential to extend this with nearby discoveries
and satellite pits.



The focus of exploration
at Tongon is to evaluate near-mine targets with a 15km radius and Greenfield programs beyond the near-mine 15km radius.



Kibali



Our interest in the
Kibali mine was acquired following the acquisition of Moto Goldmines, in conjunction with AngloGold Ashanti, and the further acquisition
of a 20% interest from Sokimo on behalf of the joint venture. The Kibali mine is located approximately 560km northeast of the city
of Kisangani and 180km west of the Ugandan border town of Arua in the northeast of the DRC. We are managing the development and
operation of the Kibali mine.



First gold production
at the Kibali mine was recorded in the third quarter of 2013. In 2013, we produced 88,200oz (first three months production)
at a total cash cost of $464/oz.



The focus of exploration
at Kibali is to evaluate extension to the known deposits, especially KCD where mineralization has been confirmed.



Exploration



We are exploring in
four African countries (Mali, Senegal, Côte d’Ivoire and the DRC) with a portfolio of 160 targets on 12,995km2
of ground holding, of these 81 are satellite targets located near existing operations while 79 are potential stand-alone operations.
We target profitable gold deposits that have the potential to host mineable gold reserves. Our business strategy of organic growth
through exploration has been validated by our discovery and development track record, including the Morila mine, Loulo mine, Gounkoto
mine, Tongon mine and the Kibali mine and the Massawa discovery.



OWNERSHIP OF MINES AND SUBSIDIARIES



Morila is owned by
Morila SA, which in turn is owned 80% by Morila Limited and 20% by the State of Mali. Morila Limited is jointly owned by us and
AngloGold Ashanti and the mine is controlled by a 50:50 joint venture management committee. Responsibility for the day-to-day operations
rests with us.



Loulo is owned by a
Malian Company, Somilo, which is owned 80% by us and 20% by the State of Mali.



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Gounkoto is owned by
a Malian company, Société des Mines de Gounkoto SA, which is owned 80% by us and 20% by the State of Mali.



Tongon is owned by
an Ivorian company, Société des Mines de Tongon SA, in which we have an 89% interest, the State of Côte d’Ivoire
10% and 1% is held by a local Ivorian company.



The Kibali mine is
controlled by a 50:50 joint venture, between ourselves and AngloGold Ashanti, which holds an effective 90% interest in Kibali Goldmines
SPRL. The remaining 10% of the shares are held by Sokimo, the parastatal mining company of the Democratic Republic of Congo. We
thus have an effective 45% interest in the Kibali mine. Our interest in this project was acquired following the acquisition of
Moto Goldmines, in conjunction with AngloGold Ashanti, and the further acquisition of a 20% interest from Sokimo on behalf of the
joint venture.



We hold an effective
83.25% interest in the Massawa project. The government of Senegal retains a 10% carried interest in the project, with the balance
held by our Senegalese joint venture partner.



GEOLOGY



West Africa is one
of the more geologically prospective regions for gold deposits in the world. Lower Proterozoic rocks are known to contain significant
gold occurrences and exist in West Africa in abundance. The Birimian greenstone belts, part of the Lower Proterozoic, which are
younger than the Archaean greenstones of Canada, Australia and South Africa, contain similar types of ore deposits and are located
in Ghana, Côte d’Ivoire, Burkina Faso, Guinea, Mali, Senegal and Niger. Although a significant amount of geological
information has been collected by government and quasi-government agencies in West Africa, the region has largely been under-explored
by mining and exploration companies using modern day technology. Most of our exploration properties are situated within the Birimian
Formation, a series of Lower Proterozoic volcanic and sedimentary rocks. The West African Birimian sequences host a number of world
class gold deposits and producing gold mines.



The Central African
gold belts have a long history of gold production, particularly during the colonial era but due to regional instability they have
seen little modern exploration. The Kibalian greenstone belts of northeastern DRC are comprised of Archaean Kibalian (Upper and
Lower) volcanisedimentary rocks and ironstone-chert horizons metamorphosed to greenschist facies. They are cut by regional-scale
north, east, northeast and northwest trending faults and are bounded to the north by the Middle Achaean West Nile granite-gneiss
complex and cut to the south by the Upper Congo granitic complex. Our Kibali mine is located within the Moto greenstone.



Our strategy was initiated
before the current entry of our competitors into West Africa and we believe that this enabled us to secure promising exploration
permits in the countries of Côte d’Ivoire, Mali, Burkina Faso, and Senegal at relatively low entry costs.



ORE RESERVES



Only those reserves
which qualify as proven and probable reserves for purposes of the SEC’s Industry Guide Number 7 are presented. Pit optimization
is carried out at a gold price of $1,000/oz, except for Morila which is reported at $1,300/oz. Underground reserves are also based
on a gold price of $1,000/oz.



The Morila, Loulo,
Gounkoto, Tongon and Massawa open pit mineral reserves were calculated by Mr. Shaun Gillespie, an officer of the company and
competent person. The Kibali open pit mineral reserves were calculated by Mr. Nicholas Coomson, an officer of the company
and competent person, while the underground mineral reserves were calculated by Mr. Tim Peters, an independent consultant
and competent person. The Loulo underground mineral reserves were calculated by Mr. Andrew Fox, an independent consultant
and competent person. All reserves were verified and approved by Mr. Rodney Quick, our Group General Manager of Evaluation
and Lead Competent Person. Total reserves as of December 31, 2013 amounted to 205Mt at an average grade of 3.6g/t, for 24Moz
of gold of which 15Moz are attributable to us.



In calculating proven
and probable reserves, current industry standard estimation methods are used. The geological estimates were calculated using classical
geostatistical techniques, following geological modeling of the borehole information. The sampling and assaying is done to internationally
acceptable standards and routine quality control procedures are in place.



All reserves are based
on technical and financial studies. Factors such as grade distribution of the orebody, planned production rates, forecast working
costs, dilution and mining recovery factors, geotechnical parameters and metallurgical factors as well as current
forecast gold price are all used to determine a cut-off grade from which a life of mine plan is developed in order to optimize
the profitability of the operation.



- 28 -


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The following table summarizes the declared
reserves at our mines as of December 31, 2013:



|                    |  | Proven Reserves |     |  | Probable Reserves |  |     | Total Reserves | 
|------------------- |  | --------------- | --- |  | ----------------- |  | --- | -------------- | 
|                    |  |                 |     |  |                   |  |     |                | 
|                    |  | Tonnes          |     |  | Grade             |  |     | Gold           | 
|                    |  |                 |     |  |                   |  |     |                | 
|Operation/Project++ |  | (Mt)            |     |  | (g/t)             |  |     | (Moz)          | 
|                    |  |                 |     |  |                   |  |     |                | 
|Morila +            |  |                 | -   |  |                   |  | -   |                | 
|Loulo +             |  |                 | 2.2 |  |                   |  | 1.9 |                | 
|Tongon +            |  |                 | 3.3 |  |                   |  | 1.4 |                | 
|Gounkoto +          |  |                 | 1.9 |  |                   |  | 2.5 |                | 
|Massawa +           |  |                 | -   |  |                   |  | -   |                | 
|Kibali+             |  |                 | 5.5 |  |                   |  | 2.3 |                | 
|Total               |  |                 | 13  |  |                   |  | 2.0 |                | 

| | + | Our attributable share of Morila is 40%, Loulo 80%, Gounkoto 80%, Tongon 89%, Massawa 83.25% and Kibali 45%. The figures
stated above represent the 100% values.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ++ | The reporting of mineral reserves is in accordance with SEC Industry Guide 7. Open pit reserves are calculated at a weighted
average cut off of 0.96g/t and within an 1,000/oz open pit designs except for Morila which are reported within a $1,300/oz pit
design. Underground reserves are reported at a weighted average cutoff of 2.42g/t, calculated at 1,000/oz gold price. Dilution
and ore loss are incorporated into the calculation of reserves. Addition of individual line items may not sum to sub totals because
numbers are reported to the second significant digit.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



At Loulo, Gounkoto,
Kibali and Massawa open pit reserves, a 10% mining dilution at zero grade and an ore loss of 3% has been incorporated into the
estimates of reserves and are reported as mill delivered tonnes and head grades. At the Tongon project a dilution of 15% at zero
grade and an ore loss of 2% has been modeled for the Southern Zone and 10% dilution and 3% oreloss for the Northern Zone. Kibali
underground dilution varies between 1% and 6.7% depending on stope design and ore loss of 3%. Metallurgical recovery factors have
not been applied to the reserve figures since these are the estimates of the material to be delivered to the mill. Operating costs,
metallurgical recovery, royalties, dilution and ore loss factors are used to determine the cut off grade at which to report mineral
reserves. The weighted average metallurgical recovery factors used are 60.5% for the Morila mine, 93.5% for the Loulo open pit
material and 91.8% for Loulo underground material, 88% for the Tongon project, 92% for the Gounkoto project, 89% for the Massawa
project and 88.1% for Kibali material.



MINING OPERATIONS



Loulo-Gounkoto Mine Complex



The Loulo and Gounkoto
mines, known as the Loulo-Gounkoto complex, are located in the west of Mali, bordering Senegal, adjacent to the Falémé
River. The complex lies within the Kedougou-Kéniéba inlier of Birimian rocks which hosts a number of major gold deposits
in Mali, including Gara, Yalea and Gounkoto, Sadiola, Segala and Tabakoto as well as Sabodala across the border in Senegal. The
Loulo mine officially opened in November 2005 with the approval for an underground feasibility study in the same year and underground
mine development started in 2006. Gounkoto was discovered in 2009. Open pit mining commenced in January 2011 and first ore was
delivered to Loulo plant, under a toll treating agreement in June 2011.



The complex is effectively
owned 80% by us and 20% by the State of Mali. In 2010, an application was made to split the Loulo and Gounkoto permits, and a separate
company was created for Gounkoto in December 2010 with the same corporate structure and shareholding as Loulo. A new mining convention,
which dictates the fiscal and regulatory environment applicable to the mine, was negotiated with the State of Mali and signed in
March 2012. The convention includes an initial two year corporate tax holiday starting from the date of first production, and a
further tax holiday, up to a maximum of five years in total, in the event of further investment such as an underground mine. It also includes royalties
of 6% of revenues and a 10% priority dividend payment for the State of Mali.



- 29 -


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In 2013, gold sales
totaled $808.3 million for the year. Total royalties paid to the state amounted to $48.6 million and cash operating costs totaled
$365.1 million, resulting in profit from mining activities of $394.6 million. Gounkoto’s corporate tax holiday ended in June
2013, which contributed to the group’s overall tax charge of $76.7 million compared to $37.1 million in 2012.



Capital expenditure
amounted to $256.3 million at the Loulo-Gounkoto complex spent primarily on the underground development, backfill project, the
plant upgrade (including four CIL tanks), the power plant expansion and the completion of the Gounkoto infrastructure together
with work undertaken on the underground feasibility study.



|Production results for the 12 months ended December 31, |  | 2013 |         |  | 2012 | 
|------------------------------------------------------- |  | ---- | ------- |  | ---- | 
|                                                        |  |      |         |  |      | 
|MINING                                                  |  |      |         |  |      | 
|Tonnes mined (000)                                      |  |      | 33,188  |  |      | 
|Ore tonnes mined (000)                                  |  |      | 5,165   |  |      | 
|MILLING                                                 |  |      |         |  |      | 
|Tonnes processed (000)                                  |  |      | 4,463   |  |      | 
|Head grade milled (g/t)                                 |  |      | 4.6     |  |      | 
|Recovery (%)                                            |  |      | 88.4    |  |      | 
|Ounces produced                                         |  |      | 580,364 |  |      | 
|Ounces sold                                             |  |      | 587,550 |  |      | 
|Average price received ($/oz)                           |  |      | 1,376   |  |      | 
|Cash operating costs* ($/oz)                            |  |      | 621     |  |      | 
|Total cash costs* ($/oz)                                |  |      | 704     |  |      | 
|Gold on hand at period end# ($000)                      |  |      | –       |  |      | 
|Profit from mining activity* ($000)                     |  |      | 394,633 |  |      | 
|Gold sales* ($000)                                      |  |      | 808,311 |  |      | 



| | * | Refer to explanation of non-GAAP measures provided in the section “Non-GAAP Measures”
above.
| | - | --------------------------------------------------------------------------------------------



| | # | Gold on hand represents gold in doré at the mines multiplied by the prevailing spot gold price at the end of the
period.
| | - | ------------------------------------------------------------------------------------------------------------------------



LOULO



Mining and Operations



Loulo’s gold
production increased by 40% from 219,745oz to 308,420oz for the year due to the underground operations achieving their ore tonnage
and grade targets, as both operations focused on reducing mining dilution and Yalea started to access the higher grade Purple Patch
zone of mineralization. Recoveries also increased from the second quarter of 2013 as the operation ceased feeding the copper rich
Yalea South pushback ore and the processing plant completed plant upgrades which improved CIL residence time and produced other
efficiency improvements. As a result of these improvements, total cash cost decreased by 1% and Loulo mining operations contributed
55% of the ore tonnes fed to the mill, which was in accordance with the plan to increase its contribution to approximately 60%
of the mill feed.



Gold sales amounted
to US$436.9 million at a total cash cost of US$776/oz resulting in a profit from mining activities of US$194.2 million. Capital
expenditure was US$245.2 million, the majority of which was for underground development and construction of the paste backfill
plant.



During 2013, Loulo
underground continued to improve its production profile as a result of a solid development and backfill strategy. A total of 2,185,067
ore tonnes at 4.9g/t was hoisted to surface and 21,669 meters developed.



Yalea reached steady
state production during the year while Gara continued to improve.



- 30 -


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CAF came into full production at both Yalea and Gara and the Gara underground conveyor and crushing system was commissioned.
Waste filling has also been implemented in back areas, which reduces hauling costs.



Ventilation in the
underground mine was considerably enhanced with the completion of two primary ventilation fans during the year.



Mining of the Yalea
South pushback pit was completed in 2013 and 357,197 ore tonnes at 4.7g/t were mined at a strip ratio of 4.2. During the year,
302kt at 5.0g/t was fed to the plant while 55kt at 4.6g/t was added to the stockpile.



|Production results for the 12 months ended December 31, |  | 2013 |         |  | 2012 | 
|------------------------------------------------------- |  | ---- | ------- |  | ---- | 
|                                                        |  |      |         |  |      | 
|MINING                                                  |  |      |         |  |      | 
|Tonnes mined (000)                                      |  |      | 4,251   |  |      | 
|Ore tonnes mined (000)                                  |  |      | 2,541   |  |      | 
|MILLING                                                 |  |      |         |  |      | 
|Tonnes processed (000)                                  |  |      | 2,432   |  |      | 
|Head grade milled (g/t)                                 |  |      | 4.5     |  |      | 
|Recovery (%)                                            |  |      | 88.0    |  |      | 
|Ounces produced                                         |  |      | 308,420 |  |      | 
|Ounces sold                                             |  |      | 312,748 |  |      | 
|Average price received ($/oz)                           |  |      | 1,397   |  |      | 
|Cash operating costs* ($/oz)                            |  |      | 692     |  |      | 
|Total cash costs* ($/oz)                                |  |      | 776     |  |      | 
|Gold on hand at period end# ($000)                      |  |      | –       |  |      | 
|Profit from mining activity* ($000)                     |  |      | 194,190 |  |      | 
|Gold sales* ($000)                                      |  |      | 436,950 |  |      | 



We own 80% of Loulo with the State ofMaliowning 20%. The State’s share is not a free carried interest. We have funded the State portion of the investment in Loulo
by way of shareholder loans and therefore control 100% of the cash flows from Loulo until the shareholder loans are repaid. We
consolidate 100% of Loulo and show the non-controlling interest separately.



| | * | Refer to explanation of non-GAAP measures provided in the section “Non-GAAP Measures” above.
| | - | --------------------------------------------------------------------------------------------



| | # | Gold on hand represents gold in doré at the mines multiplied by the prevailing spot gold price at the end of the
period.
| | - | ------------------------------------------------------------------------------------------------------------------------



Ore Reserves





|                       |  |                     |  |        |     |  |       |  |     |       |  |  |        |  |  |       |     |  |       |  |     | Attributable | 
|---------------------- |  | ------------------- |  | ------ | --- |  | ----- |  | --- | ----- |  |  | ------ |  |  | ----- | --- |  | ----- |  | --- | ------------ | 
|                       |  |                     |  | Tonnes |     |  | Grade |  |     | Gold  |  |  | gold** | 
|                       |  |                     |  |        |     |  |       |  |     |       |  |  |        |  |  |       |     |  |       |  |     |              | 
|                       |  |                     |  |        |     |  |       |  |     |       |  |  |        |  |  |       |     |  |       |  |     | (Moz)        | 
|                       |  |                     |  | (Mt)   |     |  | (Mt)  |  |     | (g/t) |  |  | (g/t)  |  |  | (Moz) |     |  | (Moz) |  |     | (80%)        | 
|at December 31         |  | Category            |  | 2013   |     |  | 2012  |  |     | 2013  |  |  | 2012   |  |  | 2013  |     |  | 2012  |  |     | 2013         | 
|                       |  |                     |  |        |     |  |       |  |     |       |  |  |        |  |  |       |     |  |       |  |     |              | 
|Mineral reserves*      |  |                     |  |        |     |  |       |  |     |       |  |  |        |  |  |       |     |  |       |  |     |              | 
| ̈Stockpiles            |  | Proven              |  |        | 2.2 |  |       |  | 1.9 |       |  |  | 1.9    |  |  |       | 1.7 |  |       |  | 0.1 |              | 
| ̈Open pits             |  | Proven              |  |        | –   |  |       |  | 0.3 |       |  |  | –      |  |  |       | 4.2 |  |       |  | –   |              | 
|                       |  | Probable            |  |        | 2.9 |  |       |  | 1.9 |       |  |  | 2.9    |  |  |       | 2.4 |  |       |  | 0.3 |              | 
| ̈Underground           |  | Probable            |  |        | 29  |  |       |  | 36  |       |  |  | 5.3    |  |  |       | 5.2 |  |       |  | 4.9 |              | 
|TOTAL MINERAL RESERVES |  | Proven and probable |  |        | 34  |  |       |  | 40  |       |  |  | 4.9    |  |  |       | 4.9 |  |       |  | 5.3 |              | 












| | * | Open pit mineral reserves are reported at a gold price of $1,000/oz and an average cut-off of 1.1g/t and include dilution
and ore loss factors. Open pit mineral reserves were calculated by Mr. Shaun Gillespie, an officer of the company and competent person. Underground
mineral reserves are reported at a gold price of $1,000/oz and a cut-off of 2.5g/t for Yalea underground and 2.4g/t for Gara underground,
and include dilution and ore loss factors. Underground mineral reserves were calculated by Mr. Andrew Fox, an independent
consultant and competent person. Addition of individual line items may not sum to sub totals because of numbers being reported
to second significant digit.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



- 31 -


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| | ** | Attributable gold (Moz) refers to the quantity attributable to ourselves based on our 80% interest in Loulo.
| | -- | ------------------------------------------------------------------------------------------------------------



Processing Plant and Engineering



During 2013, 4.5Mt
of ore was milled at a reconciled head grade of 4.6g/t of which 2.0Mt (46%) at 4.7g/t was from Gounkoto. The plant feed material
was derived from multiple sources: the Yalea South pit, Gounkoto pit and the Yalea and Gara underground operations. The commissioning
of the additional 10tpd oxygen plant in the early part of 2013 increased the oxygen production and this, together with the installation
of four additional CIL tanks during the third quarter of 2013, improved the overall recovery to 92.7% in the fourth quarter of
2013 (88.4% for the year). The commissioning of the pebble crusher within the crushing circuit eliminated the generation of a significant
amount of scats and reduced the cost related to rehandling while also improving the overall reconciliation of the feed to the plant.



Gold production of
580,364oz was positively impacted by the higher plant throughput and higher grade, partially offset by the lower overall recovery
which was mainly due to the high copper content of the Yalea South ore which was processed in the first quarter.



In the metallurgical
plant, the availability of the mills and crusher was 93.9% (2012: 95.1%) and 89.3% (2012: 87.7%), respectively. Mill availability
was impacted by various repairs on power lines and cables, the majority of which were upgraded during the year with some work to
be completed in 2014. However, crusher availability improved steadily during the year due to the improved monitoring of key parameters
and the hot vulcanising of conveyor belts.



The power plant produced
a total of 258.3GWh of electricity (2012: 215.0GWh) in 2013, a 20% increase mainly reflecting the increased underground development
and requirements for increased ventilation, pumping and extraction. Power stability and management systems are planned to be implemented
over the next three years to manage the load and capacity increases. The power plant efficiency improved from 0.234l/kWh in 2012
to 0.232l/kWh in 2013. The eight medium speed generators were converted to heay fuel oil towards the end of the year contributing
significantly to an improvement in efficiency, as well as reducing the cost of power during the last quarter of 2013.



GOUNKOTO



Mining at Gounkoto started in January 2011,
although first ore was fed to the Loulo plant in June 2011 and 2012 represented the first full year of production from the mine.
Total material mined during 2013 was 28.9Mt compared to 28.7Mt in 2012.



|Production results for the 12 months ended December 31, |  | 2013 |         |  | 2012 | 
|------------------------------------------------------- |  | ---- | ------- |  | ---- | 
|                                                        |  |      |         |  |      | 
|MINING                                                  |  |      |         |  |      | 
|Tonnes mined (000)                                      |  |      | 28,936  |  |      | 
|Ore tonnes mined (000)                                  |  |      | 2,624   |  |      | 
|MILLING                                                 |  |      |         |  |      | 
|Tonnes processed (000)                                  |  |      | 2,032   |  |      | 
|Head grade milled (g/t)                                 |  |      | 4.7     |  |      | 
|Recovery (%)                                            |  |      | 88.8    |  |      | 
|Ounces produced                                         |  |      | 271,943 |  |      | 
|Ounces sold                                             |  |      | 274,802 |  |      | 
|Average price received ($/oz)                           |  |      | 1,351   |  |      | 
|Cash operating costs* ($/oz)                            |  |      | 541     |  |      | 
|Total cash costs* ($/oz)                                |  |      | 622     |  |      | 
|Gold on hand at period end# ($000)                      |  |      | –       |  |      | 
|Profit from mining activity* ($000)                     |  |      | 200,444 |  |      | 



- 32 -


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|Production results for the 12 months ended December 31, |  | 2013 |         |  | 2012 | 
|------------------------------------------------------- |  | ---- | ------- |  | ---- | 
|                                                        |  |      |         |  |      | 
|Gold sales* ($000)                                      |  |      | 371,361 |  |      | 



We own 80% of Gounkoto with the State of Mali owning 20%.
We consolidate 100% of Gounkoto and show the non-controlling interest separately.



| | * | Refer to explanation of non-GAAP measures provided in the section “Non-GAAP Measures” above.
| | - | --------------------------------------------------------------------------------------------



| | # | Gold on hand represents gold in doré at the mines multiplied by the prevailing spot gold price at the end of the
period.
| | - | ------------------------------------------------------------------------------------------------------------------------



Mining and Operations



Gounkoto produced 271,943oz
during 2013, slightly less than in 2012, but this was achieved through lower tonnes processed at higher grades, resulting in lower
total cash costs. The lower tonnes processed was in accordance with the plan to increase production from Loulo.



In 2013, gold
sales amounted to $371.4 million at a total cash cost of $622/oz resulting in a profit from mining activities of $200.4 million.
Capital expenditure was US$11.1 million, the majority of which was for the underground prefeasibility study and exploration. During
2013, Gounkoto paid a total of US$136.4 million in dividends to its shareholders. During 2013, a total of 28.9Mt were mined including
2.6Mt of ore at an average grade of 4.7g/t, compared to 28.7Mt including 2.5Mt of ore at 3.9g/t in 2012. The increase in grade
reflects the natural grade profile of the pit at depth. In 2013, the strip ratio for the pit was 10.0 compared to 10.5 in 2012,
in accordance with the LOM strip ratio of 10.2. A total of 2.0Mt of ore was fed to the Loulo plant at an average head grade of
4.7g/t compared to 2.5Mt at 3.9g/t in 2012, a decrease in tonnes but increase in grade. In 2013, 592kt of ore at 3.6g/t was added
to the stockpile, compared to 23kt ore at 3.9g/t depleted in 2012.



Gounkoto Underground Project



The viability of
an underground project beneath the current open pit in the Jog Zone is currently being investigated. Drilling during 2013 has identified this zone as
being structurally and geologically complex and additional drilling is required in 2014 before we can generate reserves.
The preliminary mine design consists of a single decline from a portal on the western side of the pit and a central
spiral decline. Ore accesses will be located central to the orebody at 20 meter vertical intervals. Where the orebody is
thin, less than 15 meters, ore drives will be single and where the orebody is greater than 15 meters, footwall and
hangingwall ore drives will be developed. A Mining Rock Mass Model (MRMM) has been constructed from the geotechnical logging.
This has been used to determine the critical geotechnical parameters such as the Q-rating and rock mass rating to determine
first pass estimates for mining methods, stope geometry and ground support.



A combination of three
mining methods is likely to be used for underground mining in the Jog Zone:



| | · | overhand cut-and-fill;
| | - | ----------------------

| | · | longitudinal open stoping with backfill; and
| | - | --------------------------------------------

| | · | transverse open stoping with backfill.
| | - | --------------------------------------



Backfill is likely
to be a combination of cemented rockfill and cemented aggregate fill. The option of transporting paste material back on the ore
haulage trucks, currently running between Gounkoto and Loulo, will also be reviewed in the feasibility stage. A preliminary schedule
has been completed which produces 5.8Mt at 6.4g/t for 1.2Moz over a 13-year period. The schedule envisions an average of 643,000tpa
over the first full seven production years.



- 33 -


Table of Contents




Ore Reserves



|                        |  |                     |  |        |     |  |       |  |     |       |  |  | Attributable | 
|----------------------- |  | ------------------- |  | ------ | --- |  | ----- |  | --- | ----- |  |  | ------------ | 
|                        |  |                     |  | Tonnes |     |  | Grade |  |     | Gold  |  |  | gold**       | 
|                        |  |                     |  |        |     |  |       |  |     |       |  |  |              | 
|                        |  |                     |  |        |     |  |       |  |     |       |  |  |              | 
|                        |  |                     |  | (Mt)   |     |  | (Mt)  |  |     | (g/t) |  |  | (g/t)        | 
|at December 31          |  | Category            |  | 2013   |     |  | 2012  |  |     | 2013  |  |  | 2012         | 
|                        |  |                     |  |        |     |  |       |  |     |       |  |  |              | 
|Mineral reserves*       |  |                     |  |        |     |  |       |  |     |       |  |  |              | 
| ̈Stockpiles             |  | Proven              |  |        | 1.5 |  |       |  | 0.9 |       |  |  | 2.4          | 
| ̈Open
    pits          |  | Proven              |  |        | 0.4 |  |       |  | 0.9 |       |  |  | 2.5          | 
|                        |  | Probable            |  |        | 15  |  |       |  | 17  |       |  |  | 4.5          | 
|TOTAL MINERAL RESERVES* |  | Proven and Probable |  |        | 17  |  |       |  | 18  |       |  |  | 4.3          | 










| | * | Open pit mineral reserves are reported at a gold price of $1,000/oz and 1.38g/t cut-off and include dilution and ore loss
factors. Open pit mineral reserves were calculated by Mr. Shaun Gillespie, an officer of the company and competent person.
Addition of individual line items may not sum to sub totals because of reporting to the second significant digit.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ** | Attributable gold (Moz) refers to the quantity attributable to ourselves based on our 80% interest in Gounkoto.
| | -- | ---------------------------------------------------------------------------------------------------------------



Health, safety and the environment



Loulo



The Lost Time Injury
Frequency Rate (“LTIFR”) during 2013 was 0.82 against 1.59 for 2012. Two million hours Lost Time Injury (“LTI”)
free events were achieved during the year. No fatalities were recorded for the fourth consecutive year. The safety management system
was implemented as per the OHSAS 18001 requirement and the surveillance audit to maintain the certification was successfully completed.
The malaria incidence rate was 34.0%, a 41.3% decrease compared to 2012. The HIV/AIDS awareness was intensified with 1186 VCT tests
conducted, showing an HIV rate of 1.85%. Community health treated 13,020 patients while first-aid, evacuation, family planning,
HIV counseling and voluntary testing free of charge were ongoing at the mine village. In addition, a widened immunization program
was carried out in association with the Kenieba reference health center.



The mine’s ISO
14001 certification was retained after a successful surveillance audit during 2013. No category 1 (major) incidents occurred while
there were four tanker fuel spills (same as 2012). Return water uptake increased to 78.6% from 67% in 2012 (on track to reach the
80% target by 2015). An energy saving committee was established during 2013 and a number of initiatives were developed and implemented,
including a 30% reduction in fuel consumption in mining (32l/ore mined against 46l/ore mined in 2012). A computer-based biodiversity
management tool was installed and implementation of the biodiversity action plan (BAP) was initiated.



Gounkoto



No LTIs were recorded
during the year; consequently the LTIFR decreased from 0.38 in 2012 to 0 in 2013. Three million hour LTI free events were achieved
during 2013. In the process of implementing OHSAS 18001, a baseline risk assessment was completed for the entire mine and the certification
audit was successfully conducted during 2013. The malaria incidence rate decreased from 78% in 2012 to 55%, following an active
awareness and spraying campaign. The Gounkoto mine has been certified ISO 14001 compliant. Pursuant to our environmental policy,
a computer-based biodiversity management tool was developed and installed at the mine. No major environmental incidents occurred
during the year.



Human Resources



Loulo



Manpower working at Loulo increased from
2,866 in December 2012 to 3,233 in December 2013.



Gounkoto



Manpower working at Gounkoto increased
from 1,271 in December 2012 to 1,244 in December 2013.



- 34 -


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|               |  | 2013   |     |  | 2012      | 
|-------------- |  | ------ | --- |  | --------- | 
|At December 31 |  |        |     |  |           | 
|               |  | Expats |     |  | Nationals | 
|               |  |        |     |  |           | 
|Loulo          |  |        |     |  |           | 
|Employees      |  |        | 82  |  |           | 
|Contractors    |  |        | 158 |  |           | 
|Total Loulo    |  |        | 240 |  |           | 
|Gounkoto       |  |        |     |  |           | 
|Employees      |  |        | 6   |  |           | 
|Contractors    |  |        | 24  |  |           | 
|Total Gounkoto |  |        | 30  |  |           | 



Exploration



At Loulo, work during
2013 concentrated on generating new targets as well as follow-up programs on identified targets, most notably at Gara South and
Yalea Ridge South. Drill programs confirmed that high grade mineralization extends beyond the limits of the current ore body models
for both Yalea and Gara.



At Gounkoto, exploration
continued to evaluate the potential for an underground mine with further drilling in the Jog Zone testing the MZ2 and MZ3 lodes
of mineralization. A new high grade lode of mineralization (MZ4) was identified in the footwall of MZ3 and significant mineralization
was also identified in west dipping footwall structures of MZ1. A 270 meter zone of high grade mineralization was also defined
in the hangingwall of the deposit.



MORILA



The Morila mine is
situated 280km south-east of Bamako, the capital of Mali. Morila is owned by a Malian company, Société des Mines
de Morila SA (Morila), which in turn is owned 80% by Morila Limited and 20% by the Malian government. Morila Limited is jointly
owned by ourselves and AngloGold Ashanti Limited and the mine is controlled by a 50:50 joint venture management committee. Responsibility
for the day-to-day operations rests with us. Under its stewardship the mine was successfully converted from open pit mining to
a stockpile treatment operation during 2009.



Closure of operations
at Morila was originally scheduled for 2013 but, together with the Pit 4S pushback and the tailings treatment projects, processing
of the marginal ore and mineralized waste should extend its life to 2017.



Operations



2013 gold production
at 141,822oz was 10% higher than the target set at the start of the year but 30% down compared to 2012, due to lower grade and
throughput. The better performance was attributable to efficient management, slightly better than forecast head grade and a higher
than planned recovery rate. Despite the lower throughput, which was due to the rationalization of the milling and crushing circuit
and taking the SAG mill offline, total cash cost per ounce was well contained at $763/oz.



Gold sales for the
year of US$199.7 million were down compared to 2012 as a result of the drop in production and lower average gold price received.
The profit from mining activity was US$91.4 million, while capital expenditure amounted to US$32.6 million, mostly in respect of
the Pit 4S pushback.



|Production results for the 12 months ended December 31, |  | 2013 |       |  | 2012 | 
|------------------------------------------------------- |  | ---- | ----- |  | ---- | 
|                                                        |  |      |       |  |      | 
|Mining                                                  |  |      |       |  |      | 
|Tonnes mined (000)                                      |  |      | 6,803 |  |      | 
|Ore tonnes mined (000)                                  |  |      | —     |  |      | 
|Milling                                                 |  |      |       |  |      | 



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|Production results for the 12 months ended December 31, |  | 2013 |         |  | 2012 | 
|------------------------------------------------------- |  | ---- | ------- |  | ---- | 
|                                                        |  |      |         |  |      | 
|Tonnes processed (000)                                  |  |      | 3,576   |  |      | 
|Head grade milled (g/t)                                 |  |      | 1.4     |  |      | 
|Recovery (%)                                            |  |      | 91.3    |  |      | 
|Ounces produced                                         |  |      | 141,822 |  |      | 
|Ounces sold                                             |  |      | 141,822 |  |      | 
|Average price received ($/oz)                           |  |      | 1,408   |  |      | 
|Cash operating costs* ($/oz)                            |  |      | 679     |  |      | 
|Total cash costs* ($/oz)                                |  |      | 763     |  |      | 
|Profit from mining activity* ($000)                     |  |      | 91,418  |  |      | 
|Stockpile adjustment# ($/oz)                            |  |      | —       |  |      | 
|Attributable (40%)                                      |  |      |         |  |      | 
|Gold sales* ($000)                                      |  |      | 79,870  |  |      | 
|Ounces produced                                         |  |      | 56,729  |  |      | 
|Ounces sold                                             |  |      | 56,729  |  |      | 
|Gold on hand at period end** ($000)                     |  |      | —       |  |      | 
|Profit from mining activity* ($000)                     |  |      | 36,567  |  |      | 








Randgold owns 40% of Morila with the State
of Mali and joint venture partner owning 20% and 40% respectively. The group equity accounts for its 40% joint venture holding
in Morila. As previously reported, following the introduction and adoption of IFRS 11 Joint arrangements, the group changed its
accounting policy on joint ventures from January 1, 2013 with prior periods restated accordingly.

| | # | The stockpile adjustment per ounce reflects the charge expensed in respect of stockpile movements during the period divided
by the number of ounces sold. The total cash cost per ounce includes non-cash stockpile adjustments.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | * | Refer to explanation of non-GAAP measures provided in the section “Non-GAAP Measures” above.
| | - | --------------------------------------------------------------------------------------------

| | ** | Gold on hand represents gold in doré at the mines multiplied by the prevailing spot gold price at the end of the
period.
| | -- | ------------------------------------------------------------------------------------------------------------------------



Ore Reserves



Marginal stockpiles and open pit material
along with the higher grade portion of the TSF are reported in mineral reserves and form the bulk of the feed for the current life
of mine plan.



|                       |  |                     |  |        |     |  |       |  |     |       |  |  | Attributable | 
|---------------------- |  | ------------------- |  | ------ | --- |  | ----- |  | --- | ----- |  |  | ------------ | 
|                       |  |                     |  | Tonnes |     |  | Grade |  |     | Gold  |  |  | gold**       | 
|                       |  |                     |  |        |     |  |       |  |     |       |  |  |              | 
|                       |  |                     |  | (Mt)   |     |  | (Mt)  |  |     | (g/t) |  |  | (g/t)        | 
|at December 31         |  | Category            |  | 2013   |     |  | 2012  |  |     | 2013  |  |  | 2012         | 
|Mineral reserves*      |  |                     |  |        |     |  |       |  |     |       |  |  |              | 
|                       |  |                     |  |        |     |  |       |  |     |       |  |  |              | 
| ̈Stockpiles            |  | Probable            |  |        | 0.6 |  |       |  | 3.9 |       |  |  | 1.0          | 
| ̈TSF                   |  | Probable            |  |        | 13  |  |       |  | —   |       |  |  | 0.5          | 
| ̈Open
    pit          |  | Probable            |  |        | 0.9 |  |       |  | 1.0 |       |  |  | 2.9          | 
|TOTAL MINERAL RESERVES |  | Proven and probable |  |        | 14  |  |       |  | 4.9 |       |  |  | 0.7          | 








| | * | Open pit mineral reserves are located within the US$1,300/oz pit shell, but reported at US$1,000/oz cut-off grade of 0.87g/t.
Stockpile mineral reserves are reported at a US$1,000/oz cut-off grade of 0.85g/t. TSF mineral reserves are reported at a US$1,000/oz
cut-off grade of 0.50g/t. Mineral reserves were calculated by Mr. Shaun Gillespie, an officer of the company and competent person.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



- 36 -


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| | ** | Attributable gold (Moz) refers to the quantity attributable to ourselves based on our 40% interest in the Morila gold mine.
| | -- | ---------------------------------------------------------------------------------------------------------------------------





Processing



In 2013, the throughput
rate decreased to 436tph from 559tph in 2012. The SAG mill was taken off-line in July 2013, and the milling and crushing circuit
reconfigured along with an upgraded three-stage crushing plant. In addition, the plant’s oxygen system was also upgraded
with the installation of a new oxygen unit designed to improve the recovery rates as well as cyanide consumption. Additional Archen
reactors are due to be installed in early 2014 to further enhance oxygenation of the pulp.



Engineering



Engineering availability
of 95.1% was 2.0% higher than 2012, primarily due to the decommissioning of the SAG mill which was the cause of considerable downtime
during the previous year. A new secondary crusher was installed and the old secondary crushers were converted to tertiaries as
part of the mill and crusher circuit rationalization following the removal of the SAG mill. The mine experienced several failures
of the primary crusher’s inner and eccentric bushing in September and October 2013 however management successfully repaired
the necessary parts on site to address these issues ensuring the production target for the year was exceeded. A new 10tpd oxygen
plant was installed and commissioned. The mine generates its own power through a diesel electrical generating station equipped
with five Allen 5000 engines (6MW each). Three are producing power and two are on maintenance and standby. Consumption at 122.3GWh
in 2013 was 17% lower than 2012 (139.6GWh) following the stoppage of the SAG mill, which reduced total power costs. The cost of
generating electricity during the year was $0.284/kWh.



Pit 4S pushback project



This project started
in May 2013 with preproduction waste stripping and the establishment of access roads to haul and dump waste in both Pit 4N and
Pit 5 (in-pit dumping areas). A new fleet was mobilized to the site, commissioned and put into production during the year. 6.8Mt
of waste material was stripped during 2013. Pit dewatering was identified as critical to the mining performance and a strategy
was put in place to address this. Waste stripping is expected to continue through 2014, with mining and feeding of ore planned
for the second quarter of 2014.



TSF Project



During 2013, the TSF
resource model and feasibility study were updated to reflect a selective mining approach. A mining schedule, using a gold price
of $1,000/oz, was produced by Fraser Alexander, the specialist TSF contractors, and it is currently envisioned that the mining
and processing of the TSF will start in January 2015 continuing to the third quarter of 2017.



The plan includes:



| | · | 44.1Mt at 0.24g/t of very low grade material stripped and pumped directly into the pit as waste;
and
| | - | ----------------------------------------------------------------------------------------------------



| | · | 14.2Mt at 0.53g/t (241koz) of higher grade material mined and processed through the plant, with
the tails also being deposited in the pit.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



It is envisioned that
all the TSF material will ultimately be reclaimed and deposited in the pit. The long term environmental impact and liability of
depositing the material in the pit is substantially less than leaving the TSF in situ.



Agribusiness



Morila continues to
implement a post-mine commercial agribusiness strategy to utilize the mine’s infrastructure and provide sustainable economic
activity to the local community via an agrivillage concept. The first phase of commercialization of the agribusiness pilot projects
was implemented during the fourth quarter with the installation of the necessary equipment. The poultry project has almost 5,000
layer chickens in a facility which has the capacity to house 10,000 and the focus is now on researching and developing additional
markets. Six fish ponds, with a production potential of 34 tonnes of fish per year have been established to breed tilapia and a
feasibility study is planned to explore the possibility of
12 floating cages in the Morila fresh water dam. Additional projects include honey production, the export of mangoes and producing
mango related products.



- 37 -


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Health, safety and the environment



During 2013, Morila
had one LTI, the same number as in 2012. The year to date LTIFR was 0.49 compared to 0.52 in 2012. The mine maintained its OHSAS
18001 safety certification. The malaria incidence rate decreased to 23% compared to 31% in 2012. A larviciding program was implemented
and two rounds of indoor spraying took place during the year. The mine’s environmental management system has successfully
completed its ISO 14001 annual surveillance assessment. The mine closure plan was updated in December 2013 to meet the requirements
of the government and the community and prevent or minimize the adverse long-term environmental impact and to create a self-sustaining
natural ecosystem.



Human resources



During 2013, the mine’s
social climate was maintained and several training and employee capacity building programs were conducted. The total number of
people working at the mine at the end of 2013 was 1,168, including 771 contractors supplying services to the mine.



|               |  | 2013   |    |  | 2012      | 
|-------------- |  | ------ | -- |  | --------- | 
|At December 31 |  |        |    |  |           | 
|               |  | Expats |    |  | Nationals | 
|               |  |        |    |  |           | 
|Employees      |  |        | 10 |  |           | 
|Contractors    |  |        | 11 |  |           | 
|Total          |  |        | 21 |  |           | 



Tongon



The Tongon mine is
located within the Nielle exploration permit in the north of Côte d’lvoire, 55km south of the border with Mali. Tongon
SA is owned by an Ivorian company, Société des Mines de Tongon SA, of which Randgold has an 89% interest, the government
of Côte d’lvoire 10% and 1% is held by a local company. Tongon is an open pit mining operation and employs the four
standard mining practices of drill, blast, load and haul.



Operations



Performance improved
significantly from 2012. Gold production of 233,591oz was up 11% as a result of the implementation of throughput and efficiency
improvement projects, engineering out key process deficiencies and an overall improvement of operator skills and plant maintenance.



Electricity grid supply
issues were resolved in the first half of 2013 with the third quarter seeing the targeted grid-to-generated power ratio of 98/2
being achieved for the first time. Tonnage throughput related projects were undertaken throughout the plant during the year and
only the fourth key Vibrocone crusher installation remained outstanding by year end, the delay resulting from the supplier engineering-out
a number of mechanical deficiencies in their design and application. Recovery related projects were also completed in 2013, including
additional residence in the intensive cyanidation pumpcell section, installation of two gravity Knelson concentrators and a Gekko
Intensive Leach Reactor (ILR). In addition, extensive work was done on stabilizing and effectively operating the flash flotation
and fine grind Deswik milling and CIL circuits. While production at Tongon has increased, recovery improvement and efficiency initiatives
completed to date have fallen short of the targeted upper 80% target. Flotation testwork and gold deportment studies completed
in the fourth quarter of 2013 indicated that a rougher flotation circuit, in addition to the existing flash flotation, is necessary
to achieve the targeted recoveries and a decision was taken in January 2014 to expand the float section of the plant.



Gold sales amounted
to US$329.5 million with a total cash cost per ounce of US$828/oz, resulting in a profit from mining activity of US$133.9 million.
Capital expenditure for the year totaled US$23.5 million, principally on projects related to tonnage and recovery improvement.



- 38 -


Table of Contents




Mining and production



During 2013, mining
took place in SZ pit where development was based mostly on hard ore mining to supply the plant. In 2014, mining will focus mainly
on the SZ pit and development of the NZ pit, mostly waste stripping.



The LOM schedule is broadly categorized
as follows:



| | • | Mining in SZ pit, which started in 2010, will continue to 2019 to the final pit bottom;
| | - | ---------------------------------------------------------------------------------------



| | • | The NZ pit, where mining began in 2011, will only start mining again in the second quarter of 2014 mainly in the form of waste
stripping and partly ore mining. Ore mining will continue from 2015 to 2020; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | SZ and NZ satellite pits have been introduced into the plan and the SZ oxide pit will be mined from 2016 and the NZ east pit
from 2019.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------



Total material mined
in 2013 was 27.2Mt, 34% above 2012 and total ore mined of 4.1Mt, was 11% below the prior year but was in accordance with the plan
to feed more run of mine material and reduce stockpiled material. The 2013 strip ratio of 5.7 increased significantly on the previous
year’s 3.4, consistent with the LOM plan. SZ activities were essentially hard rock mining (ore and waste) with a cut back
in oxide/saprolite which started in the hanging wall in the third quarter of 2013. Mining production improved in the second quarter
of 2013 and progressed steadily throughout the year. The wet season action plan proved effective, allowing mining to continue without
production stoppage during the rainy third quarter.



Groundwater and surface
water management has received continued attention and was well controlled during the year. The SZ pit 260RL stage pumping installation,
inclusive of pipes and tanks, is scheduled to be completed by the end of the first quarter of 2014. In the NZ pit, pumping has
commenced with one pump and will continue throughout the year. Dewatering forms an integral part of the mining strategy at Tongon
due to the pit lying in the catchment area of an old river system and downstream of the Water Storage Dam. Mining schedules and
plans are developed ensuring two low spots or sumps in the pit at any time in the cycle allowing mining to take place in dry ground
while the water is pumped away. Water is also pumped away from the NZ & SZ pits through perimeter boreholes.



|Production results for the 12
    months ended December 31, |  | 2013 |         |  | 2012 | 
|----------------------------------------------------------- |  | ---- | ------- |  | ---- | 
|                                                            |  |      |         |  |      | 
|Mining                                                      |  |      |         |  |      | 
|Tonnes mined (000)                                          |  |      | 27,237  |  |      | 
|Ore tonnes mined (000)                                      |  |      | 4,081   |  |      | 
|Milling                                                     |  |      |         |  |      | 
|Tonnes processed (000)                                      |  |      | 3,866   |  |      | 
|Head grade milled (g/t)                                     |  |      | 2.4     |  |      | 
|Recovery (%)                                                |  |      | 77.0    |  |      | 
|Ounces produced                                             |  |      | 223,591 |  |      | 
|Ounces sold                                                 |  |      | 236,279 |  |      | 
|Average price received ($/oz)                               |  |      | 1,394   |  |      | 
|Cash operating costs* ($/oz)                                |  |      | 786     |  |      | 
|Total cash costs* ($/oz)                                    |  |      | 828     |  |      | 
|Gold on hand at period end#                                 |  |      | -       |  |      | 
|Profit from mining activity* ($000)                         |  |      | 133,907 |  |      | 
|Gold sales* ($000)                                          |  |      | 329,448 |  |      | 








We own 89% of Tongon with the State of Côte d’lvoire
and outside shareholders owning 10% and 1% respectively. We funded all the investments in Tongon by way of shareholder loans and
therefore control 100% of the cash flows from Tongon until the shareholder loans are repaid. We consolidate 100% of Tongon and
show the non-controlling interest separately.



| | * | Refer to explanation of non-GAAP measures provided in the section “Non-GAAP Measures” above.
| | - | --------------------------------------------------------------------------------------------



- 39 -


Table of Contents




| | # | Gold on hand represents gold in doré at the mines multiplied by the prevailing spot gold price at the end of the
period.
| | - | ------------------------------------------------------------------------------------------------------------------------



Ore Reserves



|                        |  |                     |  |        |     |  |       |  |     |       |  |  | Attributable | 
|----------------------- |  | ------------------- |  | ------ | --- |  | ----- |  | --- | ----- |  |  | ------------ | 
|                        |  |                     |  | Tonnes |     |  | Grade |  |     | Gold  |  |  | gold**       | 
|                        |  |                     |  |        |     |  |       |  |     |       |  |  |              | 
|                        |  |                     |  | (Mt)   |     |  | (Mt)  |  |     | (g/t) |  |  | (g/t)        | 
|at December 31          |  | Category            |  | 2013   |     |  | 2012  |  |     | 2013  |  |  | 2012         | 
|                        |  |                     |  |        |     |  |       |  |     |       |  |  |              | 
|Mineral reserves*       |  |                     |  |        |     |  |       |  |     |       |  |  |              | 
| ̈Stockpiles             |  | Proven              |  |        | 3.3 |  |       |  | 2.5 |       |  |  | 1.4          | 
| ̈Open
    pits          |  | Probable            |  |        | 28  |  |       |  | 31  |       |  |  | 2.3          | 
|TOTAL MINERAL  RESERVES |  | Proven and probable |  |        | 31  |  |       |  | 34  |       |  |  | 2.2          | 








| | * | Open pit mineral reserves are reported at a gold price of $1,000/oz and 0.84g/t cut-off and include dilution and ore loss
factors. Open pit mineral reserves were calculated by Mr. Shaun Gillespie, an officer of the Company and competent person.
Addition of individual line items may not sum to sub totals because of reporting to second significant digit.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ** | Attributable gold (Moz) refers to the quantity attributable to ourselves based on our 89% interest in Tongon.
| | -- | -------------------------------------------------------------------------------------------------------------



Processing



During 2013, both mill
availability and mill throughput increased by 13% compared to 2012, with 3,866kt of fresh ore being treated. Mill improvement projects
included the upgrade of the mill cyclone pump circuits and the replacement of the tertiary Hydrocone crushers with higher throughput.
Installation of finer product Vibrocone crushers was progressed during the year, with the final fourth Vibrocone crusher remaining
to be done. Despite the increase in throughput, the delay in the installation of the Vibrocone crushers as a result of moving to
engineer out basic manufacturer mechanical deficiencies, impacted on the mine’s ability to achieve more throughput. The installation
of the fourth crusher and overall optimization of the crusher circuit should see the mill tonnage throughput continue to improve
towards the targeted 4.4Mtpa rate.



Gold recovery remained
on a par with the previous year’s performance at 77.0%. Gold production improved by 12% to 233,591oz compared to 2012, due
to the 13% increase in mill throughput. Despite an increase in gold production, recovery remained below target primarily as a result
of not floating and hence not fully recovering the fine gold associated with arsenopyrite. An additional 2% gold recovery should
be achievable by optimizing the existing recovery circuit but raising the recovery rate to the targeted upper 80%, will require
an expansion of the flotation circuit to capture most of the sulphide in the ore.



Gold and arsenopyrite
deportment studies of the Tongon plant feed have confirmed the need for a rougher flotation to effectively recover arsenopyrite
associated gold. Tongon’s standard CIL circuit is not recovering that portion of the gold associated with arsenopyrite which
is bypassing the existing flash flotation cells. The original metallurgical testwork indicated that the bulk of the Tongon ore
is amenable to cyanidation, with flash flotation in the mill circuit recovering the gold associated with arsenopyrite. In practice,
this process is not recovering enough of the fine gold. The expansion of the flotation circuit is expected to address this issue
by capturing the full spectrum of sulphides. An initial estimate of the cost of expanding the float circuit amounts to US$12.0
million and completion is targeted by the end of 2014, with a payback period of eight to ten months.



Engineering and power generation



Overall mill availability
was 90.2% for 2013, showing a steady improvement throughout the year and resulting in a 12.8% improvement over 2012. During the
fourth quarter of 2013, grid power supply interruptions, described below, impacted the plant availability negatively, followed
by extended downtime to replace and reroute the final tails pipeline in the plant. Continued engineering improvements and uplifting
of local workforce skills contributed positively to the overall increase
in engineering mechanical availability and subsequent improvement in mill availability.



- 40 -


Table of Contents






Power plant



The power plant’s
overall mechanical and electrical availability in 2013 was 96%. Utilization of diesel generated power significantly decreased from
92.3% in 2011 to 21.2% in 2012 and 10.5% in 2013. The balance of the mine’s power demand for the year was supplied from the
national grid, which has been the primary source of electrical power since December 2011. Power consumption from the grid increased
to an average of 18.7MW in 2013 as a direct result of an increase in operational availability and utilization, and an increase
in the number of process units consuming power as new projects were completed during the year. Average cost of power was US$0.13/kWh
in 2013 compared to US$0.19/kWh in 2012.



The capacitor bank
installation in March 2013 and high level interaction with the Ivorian power utility (CIE) by Tongon management, significantly
reduced the frequency of grid power outages during the year. By the end of the third quarter of 2013, a grid-to-generated power
ratio of 98% had been achieved, significantly reducing powerhouse fuel consumption and operating costs. During the fourth quarter
of 2013, a CIE transformer feeding the mine substation failed which led to some grid power instability being experienced during
December. Generated power was increased to make up the deficit in the grid supply while the transformer was repaired and returned
to service during January 2014.



Health, safety and the environment



During 2013, the mine
achieved 207 days without an LTI, equivalent to 2,549,726 LTI free hours. The LTIFR increased, however, from 0.22 in 2012 to 0.45
in 2013. After achieving an ISO 14001 environmental accreditation in 2012, the mine also received an OHSAS 18001 safety accreditation
in 2013, while maintaining its ISO 14001 certification. No class 1 or class 2 environmental incidents occurred in 2013.



Human resources



The operational labor
complement for Tongon is 533, of which 93% are Ivorians. To date, 75% of the operational labor is from local villages.



|               |  | 2013   |    |  | 2012      | 
|-------------- |  | ------ | -- |  | --------- | 
|At December 31 |  |        |    |  |           | 
|               |  | Expats |    |  | Nationals | 
|               |  |        |    |  |           | 
|Employees      |  |        | 39 |  |           | 
|Contractors    |  |        | 56 |  |           | 
|Total          |  |        | 95 |  |           | 



Exploration



Exploration in the
Nielle permit this year comprised reconnaissance drilling on near-mine targets and early stage field work, including soil geochemistry
to generate new opportunities. A new skarn type model has been developed for the Tongon deposits to drive the future exploration
in the permit.



Kibali



The Kibali mine is
a gold development property which covers an area of 1,836km2on the Moto Goldfields in the north east of the Democratic
Republic of Congo (“DRC”). It is located some 560km north east of the city of Kisangani and 150km west
of the Ugandan border town of Arua. Kibali is a joint venture between Randgold (45%), AngloGold Ashanti (45%) and a Congolese
parastatal, Sokimo (10%).



The mine is being operated
by Randgold. The mine comprises an integrated open pit and underground operation with the core capital program scheduled to run
until early 2016. It is planned that the mine will ultimately be supplied by four hydropower stations supported by a thermal power
station for low rainfall periods and back-up.



- 41 -


Table of Contents




The Kibali mine is
being developed in two phases. Phase 1 includes the KCD open pit operation and processing plant, the mine infrastructure (including
a 36 unit high speed thermal power station) and the first of four hydropower stations. Phase 2 comprises the underground mine development
and the remaining three hydropower stations. Once complete, the integrated open pit and underground operation is expected to produce
an average of 600,000 ounces of gold per annum over the first twelve years of its life which currently extends to 2031.



Open pit mining started
in July 2012 and commissioning of the oxide circuit began in the third quarter of 2013. Kibali poured its first gold in September
2013, ahead of plan, and started commercial production in the fourth quarter of 2013.



Operations



Kibali completed the
commissioning of the oxide milling and metallurgical circuit at the start of October 2013 and produced and sold 88,200oz at a total
cash cost of US$464/oz. Gold production exceeded the mine’s guidance, as set out at the start of the year, as a result of
the early commissioning producing a higher throughput. Total cash cost per ounce were consistent with the plan. The mine made a
profit from mining activity (before interest, tax and depreciation) of US$68.3 million in the fourth quarter of 2013, and also
made a bottom line profit in its first quarter of operations.



In 2013, the mine spent
US$742.9 million on capital expenditure. The capital estimate for Phases 1 and 2 of the project was updated at the end of the year
and is currently estimated at US$1.77 billion, excluding mining preproduction expenses, escalation and contingencies.



Open pit mining



Open pit mining showed
a steady increase in both total tonnes and ore tonnes mined. In spite of the high rainfall and ground water, the mining team completed
the year ahead of budget, delivering the required plant feed for production and increasing stockpile reserves. At the end of the
year the total stockpile content included 1.6Mt of ore at 3.4g/t on medium and high grade stockpiles and 1.9Mt of low grade ore
at 1.0g/t.



Only oxide and transition
ore was mined during the period, with sulphide ore exposed at year end. The stripping ratio at the end of 2013 was 4.7. Dewatering
of the KCD pit started during the third quarter of 2012 and resulted in uninterrupted open pit mining during the period under review.
Twelve pumps were operating at year end with a dewatering rate of 71l/sec.



Processing



The plant treated 808kt
of oxide material at 3.7g/t. Recoveries at 91.3% were consistent with expectations for processing the oxide material. Following
the commissioning of the first oxide stream at the end of the third quarter of 2013, the second mill and feed circuit belonging
to the second (sulphide) stream was commissioned and started milling oxide ore in the fourth quarter of 2013, adding to throughput.
The second elution and electrowinning circuit was also commissioned and is now in operation. Only the secondary crushing, flotation
and concentrate handling circuits remain to be commissioned in the first quarter of 2014, in order to complete the full sulphide
recovery circuit, prior to commissioning this circuit on sulphide ore.



Engineering and power generation



The plant was commissioned
using the 36 high speed thermal (diesel) generators which had been installed to meet the power needs of the mine during lower rainfall
periods.



Construction and underground mine development



The project team made
excellent progress during 2013 focusing on defined areas to enable construction of the first oxide stream of the metallurgical
plant to be completed by the end of the third quarter of 2013, to enable the earlier than scheduled gold production.



Construction highlights
achieved during 2013 include:



| | • | oxide circuit, first and second elution circuits commissioned;
| | - | --------------------------------------------------------------

| | • | carbon regeneration area completed;
| | - | -----------------------------------



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| | • | first and second gold room electrowinning bank commissioned and operational;
| | - | ----------------------------------------------------------------------------

| | • | oxide and sulphide mill installation commissioned;
| | - | --------------------------------------------------

| | • | reagents stores completed;
| | - | --------------------------

| | • | Nzoro 2 hydropower generating equipment placed in position;
| | - | -----------------------------------------------------------

| | • | Nzoro 2 penstock piping more than 50% complete;
| | - | -----------------------------------------------

| | • | first and second CIL tailings pump train, valve train and pipeline commissioned;
| | - | --------------------------------------------------------------------------------

| | • | 24 diesel generators installed and commissioned;
| | - | ------------------------------------------------

| | • | construction of supporting mining infrastructure including substations, explosive magazines, completed
on schedule; and
| | - | -----------------------------------------------------------------------------------------------------------------------

| | • | started demobilizing contractors from site as projects completed.
| | - | -----------------------------------------------------------------



Vertical shaft system



During 2013, the main
sink commenced and by year end was 195 vertical meters deep. The sinking contractor, under the leadership of the mine owner’s
team, achieved an advance rate of 2.3 meters per 30 hour cycle at the end of the fourth quarter, consistent with contractual undertakings
and the plan. Following the slower start and mobilization of equipment and personnel, we currently anticipate a normal main sink
operation until shaft completion, with ground conditions proving to be favorable and water ingress below forecast.



Decline development



At the end of December
2013, the twin decline section of the development had been completed. Both declines intersected the ore body in accordance with
the geological model and mine plan. Total decline development reached a distance of 3,948 meters by December 31, 2013, including
east decline 1,408 meters; west decline 1,399 meters; north decline 165 meters and south decline 107 meters. The first access level
to the critical 5000 lode has also been started.



Work at the Nzoro
2 hydrofacility, the first of four hydropower stations, is on track for commissioning in the first quarter of 2014, at
the start of the rainy season when peak hydropower will be available. This should significantly reduce the cost of power and processing
at the mine, partially offset by the increased power demands of the crushing and milling circuit when processing the sulphide
ore (fresh hard rock).



|Production results for the 12
    months ended December 31, |  | 2013 |        |  | 2012 | 
|----------------------------------------------------------- |  | ---- | ------ |  | ---- | 
|                                                            |  |      |        |  |      | 
|Mining                                                      |  |      |        |  |      | 
|Tonnes mined (000)                                          |  |      | 25,004 |  |      | 
|Ore tonnes mined (000)                                      |  |      | 4,335  |  |      | 
|Milling                                                     |  |      |        |  |      | 
|Tonnes processed (000)                                      |  |      | 808    |  |      | 
|Head grade milled (g/t)                                     |  |      | 3.7    |  |      | 
|Recovery (%)                                                |  |      | 91.3   |  |      | 
|Ounces produced                                             |  |      | 88,200 |  |      | 
|Ounces sold                                                 |  |      | 88,200 |  |      | 
|Average price received ($/oz)                               |  |      | 1,238  |  |      | 
|Cash operating costs* ($/oz)                                |  |      | 433    |  |      | 
|Total cash costs* ($/oz)                                    |  |      | 464    |  |      | 
|Profit from mining activity* ($000)                         |  |      | 68,282 |  |      | 
|Attributable (45%)                                          |  |      |        |  |      | 
|Gold sales* ($000)                                          |  |      | 49,153 |  |      | 
|Ounces produced                                             |  |      | 39,690 |  |      | 
|Ounces sold                                                 |  |      | 39,690 |  |      | 
|Profit from mining activity* ($000)                         |  |      | 30,727 |  |      | 

We own 45% of Kibali with the DRC State and joint
venture partner owning 10% and 45%, respectively. The group equity accounts for its 45% joint venture holding in Kibali. As previously
reported, following the introduction and adoption of IFRS 11 Joint Arrangements, the group changed its accounting policy on joint
ventures from January 1, 2013 with prior periods restated accordingly.



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| | * | Refer to explanation of non-GAAP measures provided in the section “Non-GAAP Measures” above.
| | - | --------------------------------------------------------------------------------------------



Ore Reserves



|                        |  |                     |  |        |     |  |       |  |      |       |  |  | Attributable | 
|----------------------- |  | ------------------- |  | ------ | --- |  | ----- |  | ---- | ----- |  |  | ------------ | 
|                        |  |                     |  | Tonnes |     |  | Grade |  |      | Gold  |  |  | Gold**       | 
|                        |  |                     |  |        |     |  |       |  |      |       |  |  |              | 
|                        |  |                     |  | (Mt)   |     |  | (Mt)  |  |      | (g/t) |  |  | (g/t)        | 
|at December 31          |  | Category            |  | 2013   |     |  | 2012  |  |      | 2013  |  |  | 2012         | 
|                        |  |                     |  |        |     |  |       |  |      |       |  |  |              | 
|Mineral reserves*       |  |                     |  |        |     |  |       |  |      |       |  |  |              | 
| ̈Stockpiles             |  | Proven              |  |        | 3.6 |  |       |  | 0.07 |       |  |  | 2.2          | 
| ̈Open
    pit           |  | Proven              |  |        | 1.9 |  |       |  | 3.5  |       |  |  | 2.5          | 
|                        |  | Probable            |  |        | 40  |  |       |  | 41   |       |  |  | 2.5          | 
| ̈Underground            |  | Probable            |  |        | 44  |  |       |  | 39   |       |  |  | 5.7          | 
|TOTAL MINERAL RESERVES* |  | Proven and Probable |  |        | 89  |  |       |  | 83   |       |  |  | 4.0          | 








| | * | Open pit mineral reserves are reported at a gold price of $1,000/oz and an average cut-off of 0.88g/t cut-off and include
dilution and ore loss factors. Open pit mineral reserves were calculated by Mr. Nicholas Coomson, an officer of the company
and competent person. Underground mineral reserves were reported at a gold price of $1,000/oz and a cut-off of 2.4g/t and include
dilution and ore loss factors. Underground mineral reserves are calculated by Mr. Tim Peters, an independent consultant and
competent person. Addition of individual line items may not sum to sub totals because of reporting to two significant digits.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ** | Attributable gold (Moz) refers to the quantity attributable to ourselves based on our 45% interest in the Kibali gold mine.
| | -- | ---------------------------------------------------------------------------------------------------------------------------



Health, safety and environment



The LTIFR rate decreased
materially in 2013, from 2.48 in 2012 to 0.59 in 2013 following sustained efforts to increase safety awareness. In addition a material
decrease in the malaria incidence rate from 70.3% in 2012 to 61.1% in 2013 showed a marked improvement in Kibali’s health.
The Environmental and Social Impact Assessment (ESIA) was undertaken according to IFC performance standards and the Equator Principles
before construction began. In accordance with DRC legislation the environmental management plan (EMP) was successfully subjected
to an annual independent audit.



Human resources



The size of the workforce
employed in the construction process of Kibali has grown from 4,485 in 2012 to 7,401 employees at the end of 2013, the bulk of
which are employed in the construction activity by contractors. A key development during the year was the successful negotiation
and finalization of the Mine Level Agreement (MLA) in October. This agreement clarifies and elaborates on many aspects of the Labor
Law and effectively establishes the rules of the management and union partnership, for the production phase of the mine.



|At December 31 |  | 2013   |       |  | 2012      | 
|-------------- |  | ------ | ----- |  | --------- | 
|               |  |        |       |  |           | 
|               |  | Expats |       |  | Nationals | 
|               |  |        |       |  |           | 
|Employees      |  |        | 54    |  |           | 
|Contractors    |  |        | 1,561 |  |           | 
|Total          |  |        | 1,615 |  |           | 



Exploration



Exploration continued to focus on extensions
to the known deposits, especially KCD where mineralization has been confirmed a further 450 meters down plunge of the current orebody
model, while the up plunge continuity of the 5000 lode into Durba Hill offers additional open pit ore. Follow-up work on early
stage targets close to the mine continued to return encouraging results especially at Mofu
where additional high grade oxide material was identified.



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EXPLORATION REVIEW



We have a portfolio
of projects within some of the most prospective gold belts of both West and Central Africa. We have exploration projects in five
African countries hosting 160 targets on 12,995km2 of groundholding. Of these, 81 are satellite targets located near
existing operations while 79 are potential stand-alone operations.



Mali



Loulo



Work during 2013 concentrated
at all levels within the resource triangle: generating new targets, follow-up programs on identified targets and evaluating extensions
to the main deposits of Yalea and Gara.



Deep drilling at Gara and Yalea deposits



Deep drilling programs
below the current ore models at both the Gara and Yalea deposits have highlighted the potential for extensions to high grade mineralization.
Intersections include Gara: 8.8 meters at 4.75g/t from 1,082.2 meters, and Yalea: 10.7 meters at 4.67g/t from 1,310.1 meters. These
targets provide the mining operations with additional opportunities. A trade off study will determine whether follow-up work on
these targets should be completed from underground or surface. Further infill drilling at depth in Gara as well as in the higher
grade Purple Patch at Yalea are upgrading the model ahead of mining.



Baboto



The Baboto target extends
over a strike length of 3.5 kilometers and currently hosts three deposits: Baboto North, Baboto Central and Baboto South. RC drilling
was completed with 14 RC holes for 1,099 meters. Much of this work was infill drilling confirming extensions to mineralization
at both the southern and northern limits of the southern zone deposit. One hole drilled at Baboto North has highlighted the potential
of a short strike length lode of high grade mineralization with an intersection of 99.0 meters at 4.08g/t from 7.0 meters, including
12.0 meters at 17.84g/t from 29.0 meters.



Yalea Ridge South



The Yalea Ridge South
target is located at the southern end of the Yalea Ridge structure. The target was identified through lithosampling and mapping
along the larger structure in 2012. Follow-up trenching and reconnaissance drilling have returned encouraging results: YRSRC006
- 13.0 meters at 6.38g/t from 20.0 meters and 44.0 meters at 1.54g/t from 80.0 meters; YRST4 - 2.9 meters at 5.96g/t; YRST04A -
36.0 meters at 3.07g/t; YRST04B - 6.6 meters at 6.80g/t; and YRST04C - 4.2 meters at 3.20g/t. There are two generations of folds,
an overturned set verging towards the southeast and plunging towards the southwest and a set of upright isoclinal folds plunging
towards the south. The model at Yalea Ridge South is of a set of stacked, gently south dipping mineralized sedimentary units with
high grade mineralization forming plunging shoots along the axes of fold hinges. This model will be further evaluated during 2014.



Sansamba West



This target is located
1.5 kilometers to the north of Yalea Ridge South on the Yalea Ridge Structure and has a coincident gold in soil anomaly and ground
geophysical induced polarization (IP) anomaly. Eleven rock samples returned an average grade of 7.36g/t. A recently completed trench
has returned two intersections: 21.5 meters at 3.36g/t and 10.4 meters at 2.51g/t associated with altered sediments. Two previous
RC holes returned encouraging intersections: YRSRC01 - 14.0 meters at 1.48g/t and 23.0 meters at 1.39g/t; and YSRC02 - 19.0 meters
at 1.31g/t. Follow-up work including trenching and drilling is planned for 2014.



Gara South



The Gara South target
is located immediately south and along strike from the Gara deposit. It is structurally complex and underlain by tightly folded
limestones and clastic sediments which have been intruded by a number of intrusive rocks from mafic to felsic in
composition. The target area is covered by transported alluvial gravels from the adjacent Falémé River which not
only masks the underlying geology but also the surface geochemical response from mineralization. Ferruginous shears have returned
encouraging mineralized intersections in trenches: GST01 - 15.0 meters at 5.46g/t; and GST02 - 17.9 meters at 2.91g/t including
10.2 meters at 4.55g/t. Subsequent RC drilling beneath the trench and along strike, over 800 meters, returned weaker results than
anticipated with a best gold intersection of 15.0 meters at 1.32g/t. Detailed logging has revealed a complex pattern of shears
and folds, with fold hinges plunging to the southwest at 30 degrees. Mineralization identified to date is associated with brecciated
and altered sediments as well as porphyry intrusions. Further exploration will be undertaken in 2014 to determine the potential
economic viability of the target.



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Loulo underground



Exploration and infill
grade control drilling continued at both Yalea and Gara underground mines with a total of 124 holes for 21,413.5 meters drilled,
including three holes drilled from surface targeting gaps within the resource model to the north of the inferred boundary at Gara.
The drill programs were designed to infill the resource model prior to mining as well as to improve the confidence limit and reduce
the risk south of Gara.



At Yalea, 45 holes
for 9,155 meters were drilled to infill blocks ahead of scheduled mining during the year, test low grade blocks within the model
and explore the strike and down dip extensions of the Purple Patch. Drilling confirmed the geology, structure and alteration characteristic
of the Purple Patch and the gold tenure where mineralization is associated with shearing and brecciation of a sedimentary host
rock and massive sulphide. The following work was undertaken:



| | · | 23 holes were drilled to close the gaps inside the Purple Patch confirming the model and returned
a weighted average intersection of 7.5 meters at 7.15g/t compared to 8.9 meters at 5.65g/t in the block model.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Three holes (YUDH347, 348 and 349) targeted the lower fringes of the Purple Patch to investigate
the possible down dip of the high grade mineralization. However, gold assay results did not confirm an extension and the lower
boundary remains as currently modeled.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Other holes targeted the medium grade system plunging south, but grades were much lower than the
block model prediction. Mineralized intersections include: YUDH326 - 1.5 meters at 0.8g/t; YUDH327 - 7.7 meters at 3.13g/t; YUD
H328 - 37.0 meters at 0.83g/t; YUDH280 – the weighted average width/grade being 6.3 meters at 1.62g/t versus 10.2 meters
at 3.63g/t of the reserve model.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



At Gara, 79 holes for
12,258.5 meters were drilled of which three holes for 1,942 meters were drilled from surface to reduce the drill spacing at the
north of the inferred zone and also reduce the risk in this part of the deposit.



Work included:



| | · | The three holes drilled from surface confirm the geology model and resource model with a weighted
average intersection of 9.4 meters at 6.53g/t.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 18 diamond holes for 1,845 meters were drilled from CD3 to test large but low grade zones within
the resource model to the north of the deposit. The holes confirmed the steeply dipping geometry of the orebody, but returned narrower
higher grade intersections than currently modeled. The weighted average grade was 8.4 meters at 6.26g/t compared to 12.7 meters
at 4.94g/t for the resource model. However four holes (GUDH 273 to 276) drilled showed a low grade zone emerging within the higher
grade ore that requires further definition drilling.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Of the holes drilled to the south, five returned low grades, but the rest compared well with the
resource model. Lenses of internal waste, mainly greywacke, were also encountered in some of the boreholes.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | A total of 21 diamond holes for 4,140 meters were drilled from 140L stockpile to close the gaps
and also investigate lower grade blocks adjacent to high grade zones within the resource model. All holes confirmed the modeled
geology and alteration. The weighted average actual grade for those holes was 9.4 meters at 3.85g/t compared to 8.1 meters at 4.42g/t
from the resource model, showing an increase in width but drop in grade.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Gounkoto



During 2013 a total
of 39 diamond drill holes for 19,293 meters were completed to upgrade the geological confidence in the deposit as well as to test
new target areas for additional ounces in the Jog Zone, hangingwall and southern iron structure.



Initial work at the
beginning of the year focused on the conversion of inferred resources to the indicated category at depth in the Jog Zone. Gold
assay results, while confirming the geological model, continue to highlight the variable nature of the grade distribution in this
area. Highlights of this program include two holes which intersected significant mineralization in a west dipping footwall structure
to MZ2: GKD398 - 24.6 meters at 8.02g/t; and GKD399, drilled 25 meters to the north, returned 11.2 meters at 1.64g/t. In MZ3: GKDH383
returned 24.6 meters at 15.25g/t, including 14.9 meters at 20.62g/t; and GKDH400 - 26.6 meters at 10.52g/t confirm a shallow plunge
to mineralization which is open to the north, representing a further opportunity to follow-up in 2014.



Drilling has also intersected
a new high grade lode of mineralization (DSGT07 - 25.7 meters at 9g/t, from 65.0 meters, including 8.0 meters at 20.96g/t) in the
footwall of MZ3 which has been named MZ4. This was subsequently followed up by four RC holes for 576 meters which returned some
significant results: MZ4RC01 - 21.0 meters at 5.61g/t from 113.0 meters; MZ4RC03 - 15.0 meters at 6.83g/t from 122.0 meters including
3.0 meters at 22.93g/t; and MZ4RC04 - 5.0 meters at 3.20g/t from 39.0 meters including 1.0 meter at 10.50g/t. More recently four
diamond holes for 961 meters were drilled with the best result coming from hole MZ4DH04 - 42.3 meters at 4.71g/t from 53.1 meters.
To date mineralization has been confirmed over a strike length of 160 meters and to vertical depths of 150 meters. The current
model for MZ4 is of a NNW striking, west dipping lens of high-grade mineralization located within the Gounkoto mine corridor sequence
of deformed and altered sediments. It locates to the immediate east of the unaltered greywacke ridge which hosts the P64 eastern
zone mineralization, separated by a major ductile shear. A program of five trenches has been completed to the north of MZ4 and
confirmed the continuation of the mineralized structure for an additional 300 meters with a weighted average intersection of 3.6
meters at 2.30g/t. Follow-up work on these results will continue during the 2014 field season.



Recent advanced grade
control drilling has also intersected significant mineralization in the footwall of MZ1 which dips to the west as opposed to the
easterly dipping main zone of mineralization and extends outside of the limits of the current pit design. Results include: GKAGCRC771
- 48.0 meters at 7.96g/t; GKAGCRC811 - 35.0 meters at 5.60g/t; GKAGCRC817 - 17.0 meters at 4.19g/t and 30.0 meters at 1.76g/t;
GKAGCRC825 - 55.0 meters at 3.96g/t; and GKAGCRC831 - 41.0 meters at 8.55g/t. This new data has been incorporated in a new geological
model which will produce an updated resource estimate and pit design.



The hangingwall mineralization
at Gounkoto locates 200 meters above and to the east of the main deposit lodes and extends the full length of the orebody. The
most prospective part of this structure occurs over a 500 meter length where the main zone of Gounkoto (MZ1) is at its narrowest,
in the pinch zone. Work including drilling and relogging of core has updated the geological model for the hangingwall mineralization.
Drilling has subsequently concentrated on a 270 meter segment of this structure which has returned the following results: GKDH043
- 9.4 meters at 5.60g/t from 147.6 meters; GKDH052 - 22.6 meters at 8.23g/t from 112.4 meters; GKDH219 - 12.3 meters at 4.92g/t
from 153 meters; GKDH333 - 11.0 meters at 6.90g/t from 190.6 meters; GKDH393 - 14.2 meters at 1.54g/t from 212.8 meters; and GTDH17E
- 53.4 meters at 4.97g/t from 114 meters. A program of advanced grade control drilling has been completed as further follow-up
within the limits of the US$1,000/oz pit shell. The results have confirmed continuity of mineralization with a weighted average
intersection of 14.06 meters at 3.52g/t from 31 holes. The results also indicate a southerly plunge to high grade mineralization.



One diamond hole was
drilled to test the possible extension of high grade mineralization intersected during a program of advanced grade control drilling
on the iron structure in the south of the deposit: GKAGCRC771 - 37 meters at 8.87g/t. Hole 401 intersected the structure but mineralization
was weaker returning 28.2 meters at 1g/t, however it does indicate the structure continues and alteration and mineralization are
open to the south, requiring a follow up study.



Gounkoto region



There are 10 early
stage targets which locate adjacent to major structural discontinuities on the Gounkoto permit. The results of an Induced Polarisation
(IP) ground geophysical survey has enabled three targets to be prioritized for follow-up work: Sahnou, Djiguibah and Findogoleh.
By year end work had started at Sahnou.



- 47 -


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Sahnou target



Sahnou is located 600
meters to the west of Faraba W target and extends over an 800 meter strike on the southern continuity of north-south Toronto South
structure (Silica-Carbonate-Albite), with a coincident one kilometer long soil anomaly.



The structural setting
is similar to the Gounkoto wrench zone where north-northwest structures intersect north-south iron bearing structures resulting
in dilation and preferential sites for gold mineralization. The favorable host rock is an argillaceous quartzite with hematite,
albite, chlorite, sericite alteration and local magnetite.



Previous work over
the target area included one trench (FT42 - 10 meters at 1.19g/t), one diamond hole (FADH016 - 12 meters at 1.54g/t from 84 meters
and 3.85 meters at 4.22g/t from 135.5 meters), one RC hole (FARC037 - 2 meters at 3.56g/t from 88 meters) and one RAB hole (FWRAB046
- 27 meters at 1.32g/t from 15 meters).



Trench 42 was extended
and returned an encouraging intersection of 13.6 meters at 6.98g/t including 5.4 meters at 15.83g/t associated with a strongly
altered (Si-Ca-Alb) north-south orientated east dipping shear with a chlorite-haematite overprint. Additional trenching prior to
reconnaissance drilling will be completed in 2014.



Western Mali



Bakolobi (Taurus Gold joint venture)



As part of our long
term growth strategy in western Mali, we have signed a joint venture agreement with Taurus Gold on the Bakolobi permit which is
along strike to the north of Papillon’s Fekola project and to the south of Gounkoto. Randgold is to fund all costs up to
and including the completion of a pre-feasibility study for the project and will make minimum annual work commitments to acquire
51% of the project. Thereafter Randgold may earn up to 65% in the joint venture by funding the preparation of a feasibility study,
if Taurus elects not to or fails to fund its proportionate share of the cost. Following the completion of the feasibility study,
each party will be required to fund its proportionate share of all development and mining costs, failing which its participating
interest will be subject to dilution.



In summary, the area
of interest at Bakolobi is a north-south trending corridor of altered sediments, anomalous in gold, which locates between large
albite altered diorites to the west and a large granodiorite to the east. This area of interest, in common with the environs of
the Falémé River to the north and south, is covered by paleo-alluvial deposits which can be up to 30 meters thick.



A ground geophysical
gradient array IP survey has been completed and this data together with field mapping, rock sampling and gold in soil geochemistry
is defining drill targets for the 2014 field program.



Bambadji (Iamgold joint venture)



The Bambadji project,
although in Senegal, is located within the Loulo-Gounkoto district. It has been a difficult year for the project, with a long wet
season stopping field work for a large part of 2013. Despite that, work has progressed on the permit with mapping, lithosampling,
pitting and trenching programs eliminating the Coward, Bandiasse and North Kolgold targets due to a lack of potential. During the
year, 11 new targets were generated from further analysis of the regional data where there are gaps in the historical work.



Other fieldwork during
the year focused on three targets: Mid Kebewest and Cowson, which are on the same structure close to the contact between the Kofi
formation and the Falémé volcanic belt, and Zonze which is located in the center of the Bambadji permit and will
be the focus of exploration programs in 2014.



SENEGAL



During 2013, exploration
in Senegal concentrated on the Massawa deposit with the completion of an orientation grade control study on a portion of the Central
Zone deposit, where there are two phases of gold mineralization: an early disseminated phase and a later quartz antinomy vein system.
A similar study was also completed on the high grade North 2 zone of mineralization. Due to the refractory nature of the Massawa
deposit, exploration has also been evaluating targets with the potential to deliver 2Moz of non-refractory ore to supplement the
ore feed.



- 48 -


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Massawa



The Massawa gold project
locates within the Kounemba permit in eastern Senegal which geologically lies within the 150 kilometer long Mako greenstone belt.
The Mako greenstone belt comprises mafic-ultramafic and felsic volcanic rocks intruded by granitoids. A regional crustal scale
shear zone, the Main Transcurrent Shear Zone (MTZ) with a northeast-southwest trend, exploits the lithological contact between
the Mako and the Dialé-Daléma supergroups and is the host structure to mineralization at Massawa. Randgold controls
the groundholding over more than 50% of the strike extent of this very prospective belt.



A total strike length
of 8.5 kilometers has been drilled, but only a four kilometer portion of this has been evaluated for the present mineral resource
modeling and has been drill tested to a 50 by 50 meter spacing to vertical depths of 640 meters. There are two main zones of mineralization,
Northern and Central. They are part of the same northeast trending mineralized structure, which has been offset by north-south
belt discordant structures. The mineralized system occurs at a volcanic/ sedimentary contact, where a prominent and continuous
lapilli tuff unit acts as a marker horizon. The host sequences have been intruded by felsic dykes, gabbros and granitic bodies,
particularly in the Central Zone. Mineralization is hosted in a variety of rocks including greywackes, volcaniclastics and both
mafic (gabbros) and felsic intrusives. The mineralized system is however structurally controlled and deformation is essentially
brittle-ductile. The alteration assemblage is composed of sericite, silica, carbonate, pyrite and arsenopyrite.



Gold mineralization
formed in two phases: an early phase was composed of fine disseminated pyrite and arsenopyrite while the later stage is a shallow
level gold system where quartz-stibnite and a large range of antimony-bearing minerals host coarse native gold.



A 5 by 5 meter grade
control orientation program was completed on the Central Zone of the Massawa deposit over a strike length of 140 meters, to better
understand the grade distribution and controls to mineralization. The results identified seven mineralized lodes and three main
quartz antinomy structures, compared to two structures in the previous model, and two low grade mineralized lodes.



Following geological
and statistical analysis of the mineralized lodes defined by the drilling, the grades and widths of the new lodes are:



| | · | Ore 1: 6.42 meters at 2.21g/t
| | - | -----------------------------

| | · | Ore 2: 6.46 meters at 3.21g/t
| | - | -----------------------------

| | · | Ore 3: 6.95 meters at 3.66g/t
| | - | -----------------------------

| | · | Ore 4: 5.91 meters at 3.87g/t
| | - | -----------------------------

| | · | Ore 5: 11.63 meters at 7.16g/t
| | - | ------------------------------

| | · | Ore 6: 3.52 meters at 5.15g/t
| | - | -----------------------------

| | · | Ore 7: 2.59 meters at 2.56g/t
| | - | -----------------------------



This drilling, which
covers just 10% of the strike of the Central Zone, has significantly upgraded our understanding of the high grade mineralization.
The opportunity is that the selective mining of these units provides a high-grade, low tonnage, gravity-recoverable ore which is
a requirement of the larger, refractory Massawa orebody. Additionally these grades could support underground mining and the size
of the Massawa system provides good potential for the hosting of additional zones of this material. Further drilling is required
to delineate this mineralization due to its high variability.



A similar grade control
orientation study was completed over a 150 meter segment of the high grade North 2 orebody. The results confirm the consistent
grade with no high nugget values and a weighted average intersection of 9.78 meters at 7.94g/t was returned. A second (eastern)
zone of mineralization was confirmed through the grid and represents a gain compared to the old model. This zone returned a weighted
intersection of 2.5 meters at 3.5g/t. Mineralization at North 2 is hosted by a sedimentary package of rocks and is bounded in
both the hangingwall and the footwall by carbonaceous schists, as well as the presence of a footwall gabbro.



Work continued on metallurgical
studies. Drilling collected 30t of samples which were sent to Hazan Laboratories in Denver, USA for geochemical analysis as well
as pilot plant test work.



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Satellite targets



Exploration work to
date has highlighted the potential mineable mineralization from six satellite deposits around Massawa: Sofia, Bambaraya, Delya,
Kawsara, Tina and Tombo. Preliminary metallurgical bottle roll testwork returned good recoveries in the range of 75% to 97%, apart
from Delya which returned 40% and has a similar refractory nature to Massawa. While the grade is low the results support the prospectivity
of the region. However, no drilling was completed on these deposits during 2013.



Regional potential



An updated target generation
exercise has been completed whereby data layers were integrated and new layers were added: Geology maps and soil geochemistry data
(As, Mo, Ag, Sb and W) drill, trench and pit data and the new geophysical layers (Mako belt airborne magnetics and ground surveys).
Ten targets have been added to the resource triangle for evaluation in 2014.



Sangola (Goldstone joint venture)



Randgold entered into
a joint venture agreement with Goldstone Resources on their wholly owned Sangola project in Senegal during 2013. Subsequent exploration
work which included the completion of 156 RC holes for 10,155 meters evaluating four defined targets: Thiabedji, Baraboye, Thiobo
and Ibel. Gold assay results, while confirming a bedrock source to the surface anomalism, have not identified a significant hydrothermal
system capable of hosting a deposit capable of meeting Randgold’s strategic filters.



Côte
d’Ivoire



During 2013 exploration
work has been focusing on the evaluation of satellite targets to the Tongon mine and the discovery of potential stand-alone deposits
within the company’s extensive permit portfolio countrywide.



At Tongon, Phase 1
drilling programs on targets close to the mine failed to return results warranting follow-up work and have been removed from the
resource triangle. Mapping and sampling continue on the next set of targets to identify further drill opportunities. The southern
part of the permit remains underexplored (except for the Koulivogo area), despite the high soil anomalies. Priority areas in this
part are: Oleo North, Oleo South, Koulivogo East, Sougo and Nafoun East. As well as the anomalous soil results, the targets also
offer intersecting structures and rheological contrasts in the geology. Towards the northern end of the permit, Soloni East and
Soloni South will be investigated as the southern extension of the Natogo corridor in the Diaouala permit.



A new ore genesis model
for the Tongon deposits has been developed. The deposit has skarnlike calc-silicate alteration assemblages. The zonation is typical
of many skarns, with more garnet than pyroxene at proximal locations to the granodiorite intrusion and pyroxene greater than garnet
at distal locations. The reduced nature indicated by the presence of lollingite, pyrrhotite and arsenopyrite is consistent with
gold only skarns. The alteration has been mapped over an area that extends across as much as 100km2 and the implications
on gold mineralization and exploration models continues to be investigated, including the intrusions which were responsible for
driving the hydrothermal system.



Diouala



The Diouala permit
is located between the Nielle permit to the north and Gryphon’s Banfora project in Burkina Faso. Exploration over the permit
has mapped and sampled numerous mineralized structures but surface sampling and drilling to date have generally only obtained narrow
low-grade intersections which have little economic potential. Work has since focused on the +7 kilometer Soundou-Natogo prospective
corridor, characterized by strong hydrothermally altered and brecciated rocks hosted by two shear zones which return high grades
(+5g/t) from chip sampling. These two shear zone segments and their immediate surrounding areas are the most prospective parts
of the Diaouala permit from a structural perspective. The two right hand bends may be part of an incipient east-northeast-trending
transfer zone within the Senoufo Belt, similar to the much more extensive and penetrative transfer feature which cuts the belt
in the Tongon area.



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At Natogo, a total
of 225 samples were taken and 100 of them returned values ranging from 0.1 to 5.4g/t from highly hydrothermally brecciated, silicified
and strongly oxidized rocks with boxworks and local fresh sulphides. Of these samples, 65 returned a weighted average grade of
1.5g/t. This has delineated a northeast trending corridor 400 meters long and up to 50 meters wide which is currently being evaluated
with a program of surface trenches.



Boundiali



At Boundiali, a first
phase of reconnaissance aircore drilling (362 holes for 17,695 meters) was completed to test the Fonondara and Katiali targets.
Gold assay results have returned wide low grade anomalous envelopes which do not meet Randgold’s investment filters to support
further work. The next level of targets, which includes the Baya-Kassere corridor and Sani, is being tested with field mapping,
pitting and trenching. This will also cover the priority targets which remain untested along the volcanic belt/sedimentary basin.



Mankono



The Mankono permit
is located 160 kilometers to the southwest of Tongon and to the south of the Boundiali permit and is centered where the Boundiali
and Senoufo greenstone belts merge.



The geology is composed
of Birimian volcano-sedimentary units of basaltic to andesitic volcanics and sediments consisting of argillite, greywacke and conglomerates.
This sequence is bordered to the east and to the west by granitic gneiss. Numerous mafic and ultramafic plutonic rocks intrude
the geological units throughout the permit.



The key target is a
21 kilometer long regional gold in soil anomaly which displays all the required parameters of an attractive target, such as a lithological
anomaly (contrast between andesite, volcaniclastics and intrusives), geophysical anomaly, major shear zones, a large regional fold
and significant soil signature. Infill soil sampling, accompanied by rock sampling and geological mapping, has started over the
anomaly to delineate the target better.



Fapoha



Gold in soil geochemistry
and field mapping have identified 11 targets, four of which have been prioritized for follow-up work including one which has a
similar geological and structural setting to Tongon with anomalism on the margin of a granodiorite intrusion.



Regional geological work and future
permitting.



Côte d’Ivoire
is a mineral-rich country of over 322,000km2 that is almost entirely underlain by the same prospective gold-rich Archean
and Lower Proterozoic (Birimian) formations that extend into Ghana, Mali, Burkina Faso and Liberia. It is only in recent years
that exploration has produced growth in gold reserves and mines have been developed. In 2013 there were three mines in operation
producing in excess of 13 tonnes of gold.



The country’s
economy has been driven by agriculture: it is the world’s largest cocoa producer. With little past focus on the mining sector
there is a paucity of geological data and at present it is up to the mining companies to collect the basic information.



With the development
of the Tongon project, a key strategic initiative was to consolidate an exploration footprint in northern Côte d’Ivoire
adjacent to the mine. This has been achieved, and we are busy testing a portfolio of targets there. We have also embarked on a
project to evaluate the rest of the country in terms of geological prospectivity to prioritize areas for future permitting.



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Democratic
Republic of Congo



Kibali



At Kibali, exploration
has continued to focus on the extensions  at the known deposits
of the project. Follow-up work on early stage targets at the base of the resource triangle has also started.



KCD deposit



At KCD a program of
12 diamond holes for 6,883 meters was drilled. Gold assay results confirm the continuation of high grade mineralization: DDD577
- 51.7 meters at 6.20g/t including 19.0 meters at 10.90g/t; DDD578 - 40.6 meters at 9.19g/t including 22.6 meters at 16.05g/t
and 20.0 meters at 5.90g/t (9000 lode FW); DDD580 - 28.0 meters at 4.50g/t including 8.0 meters at 12.40g/t; and DDD581 - 27.4
meters at 4.50g/t. High grade mineralization remains open up plunge in the inferred category and new zones of mineralization in
the footwall have been identified. These require modeling and further drilling will be coordinated in consultation with the mine
planning department.



Drilling was also completed
to test the down plunge potential of the 3000 and 5000 lodes where mineralization remains open: DDD563A - 23.0 meters at 1.78g/t
from 276.0 meters; 57.0 meters at 2.10g/t from 327 meters, 27 meters at 7.18g/t from 491.8 meters and 77.2 meters at 3.29g/t from
563.8 meters. Hole DDD587 confirmed the continuation of these lodes returning the following intersections: 3000 lode - 9.2 meters
at 1.09g/t from 419.4 meters; 5000 upper lode - 5.4 meters at 1.29g/t from 564.6 meters and 13.0 meters at 2.34g/t from 580.0 meters;
5000 middle lode - 21.8 meters at 3.48g/t from 626.0 meters; and 5000 lower lode - 12.40 meters at 4.54g/t from 666.0 meters. The
final hole DDD588 returned 6.4 meters at 37.80g/t from 615.4 meters. Mineralization has been confirmed to extend 450 meters beyond
the limits of the current orebody model at vertical depths which are still above the depth of the shaft. Results from the drill
campaign will be modeled and analyzed to determine the economic potential of this zone followed by a program to drill out, either
from surface or at a later date from underground.



A drill program (7
holes for 1,770 meters) to test the upplunge continuation of the 5000 lode into the Durba Hill area of the KCD deposit was also
completed during the year. This extension had not been previously drilled due to old mine infrastructure, including the Durba plant
which has since been demolished. Three of the seven holes were extended to test an area of high grade inferred mineralization in
the 9000 lode. Gold assay results have been received and confirm the continuation of the 5000 lode mineralization to surface on
Durba Hill. Results include: DDD591 - 18.5 meters at 3.99g/t from 28.8 meters; and DDD593 - 4.7 meters at 5.64g/t from 0.0 meters
and 26.0 meters at 10.20g/t from 15.0 meters. This data is being incorporated into a new KCD open pit design. The results from
two holes extended to intersect the 9000 lode and have returned the following intersections: DDD591 - 16.3 meters at 3.42g/t from
326.1 meters; and DDD592 - 19.8 meters at 3.44g/t from 317.7 meters. The results suggest the 9000 lode is thinner and occupies
a higher elevation than initially modeled, and indicates a review of the current geological and mineralization wireframe is required.



Following
the acquisition of the Kibali gold project in 2009, we were able to immediately increase the reserves from 5.5Moz to 10Moz
by completing a geological model of the KCD deposit. Over the last four years work has been completed, not only on the
KCD deposit but also on the entire resource inventory, including field mapping, relogging of diamond drill core and RC
drill chips and the generation of geological models, updated resource models and economic assessments. At the same
time drilling continued on the main KCD deposit targeting both infill drilling and extensions to known mineralized lodes. This
work has now been integrated into a new geological model and this data was incorporated into a new mine schedule resulting in
a reserve increase to 12Moz. We believe there is still a lot of upside at Kibali from the main KCD deposit, the known
satellite deposits and early stage targets.



Mengu Hill



At Mengu Hill, five
holes were cored down plunge beyond the US$1,000/oz reserve pit where a historic hole, MDD043A, returned 8.0 meters at 2.80g/t
and 35.2 meters at 3.72g/t. Gold assay results from the five holes confirmed the continuity of mineralization including: MDD061
- 29.0 meters at 5.74g/t from 246.0 meters; MDD064 - 12.2 meters at 11.64g/t from 223.0 meters; and MDD070 - 4.4 meters at 4.07g/t
from 256.6 meters. The results indicate the high grade mineralized
lode is ovoid in shape with a diameter of 25 meters and is open down plunge to the north. In addition two holes were drilled in
the center to convert inferred resources to indicated status and returned good results.



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Rhino–Agbarabo



At Rhino, results from
trench and drill programs completed in 2013 returned a 25 meter diameter rod of mineralization grading above 3g/t.Mapping and sampling
has identified the potential for further small but high grade rods of mineralization. A ground IP geophysical survey is planned
for 2014 to aid the mapping of the subsurface geology in an area which has sparse outcrop prior to further drill testing.



Mofu



The Mofu target is
located approximately three kilometers north northwest of the Mengu Hill Deposit. Trenching over a gold in soil anomaly highlighted
a mineralized zone with a weighted average intersection of 12.2 meters at 7.8g/t extending over 300 meters. The mineralization
is associated with sugary quartz and magnetite, and plunges shallowly to NNE, subparallel to the plunge of a stretching lineation.
A sericitic schist shear marks the footwall and hangingwall contacts in the trenches.



A drill program to
test the continuation of mineralization down plunge was completed. Six diamond holes of 611.5 meters and eight RC holes of 472
meters were drilled. Gold assay results in general support the mineralization intercepted in the trenches near surface, but it
decreases in grade and thickness further down plunge limiting the potential. All of the geological data is being integrated into
a model to determine the economic viability of an open pit.



Isiro (Kilo Goldmines joint venture)



In the fourth quarter
of 2012, we announced a new joint venture with Kilo Goldmines in the DRC which provides the company with access to 1,920km2
of prospective Archaen age geology over the Northern Ngayu and Isiro greenstone belts in NE DRC. Work started with a helicopter
based reconnaissance study resulting in a preliminary geological interpretation based on remote sensing data and field data, revealing
Kibalian aged volcano-sedimentary sequences with ironstone horizons. Sixteen target areas were identified and investigated in the
field, confirming the prospective structural setting as interpreted from remote data.



Subsequently regional
soil sampling has been completed over the Ngayu greenstone belt following the collection of 2,414 samples over a 400 meter by 200
meter grid.



The gold in soil results
returned three gold anomalies worthy of follow-up surface exploration work. These have been named Yambenda, Bonzuzu and Mbese.
The most significant of these is Yambenda which measures 9.5 kilometers by 1.5 kilometers at 50ppb. The anomaly coincides with
the flanks of a prominent ridge truncated by the southwest flowing Nepoko River. Geologically the anomaly overlies a volcano sedimentary
package and appears to be spatially associated with a steeply dipping banded iron formation trending northwest.



Soil sampling has started
on the neighboring Isiro greenstone belt. A total of 364 samples have been taken but at the time of this report no assay results
had been received.



Generative work and new business



The company’s exploration strategy,
which is supported by a team of 70 geoscientists, is based on access to quality mineral rights and the generation of targets.



The correction in the gold price in 2013
has created an opportunity for Randgold to acquire new exploration ground while at the same time rationalizing its current portfolio
and reinforcing the strategic filters. Four principal areas of focus have been identified for 2014:



| | · | The Mako Belt of eastern Senegal, which hosts the Massawa deposit;
| | - | ------------------------------------------------------------------

| | · | The Loulo-Gounkoto mining district (western Mali/eastern Senegal);
| | - | ------------------------------------------------------------------



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| | · | Côte d’Ivoire; and
| | - | ------------------

| | · | Northeastern DRC.
| | - | -----------------



Consequently exploration has been terminated
in southern Mali and Burkina Faso due to a combination of factors: lack of access to prospective ground, poor exploration results
and no recent world class discoveries. While on-the-ground physical exploration has been stopped, both areas have been handed to
the generative team to reintegrate data layers, review regional interpretations and generate new target areas for potential future
permitting or joint venture, if the industry slowdown continues.



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MINERAL RIGHTS AND ORE RESERVES



Table of mineral rights at December 31,
2013



|Country                      |  | Type |  | Area
    (km2) |        |  | Area
    (miles2) |  |       | Equity
    (%) | 
|---------------------------- |  | ---- |  | -------------- | ------ |  | ----------------- |  | ----- | -------------- | 
|Mali                         |  |      |  |                |        |  |                   |  |       |                | 
|■     Loulo                  |  | EP   |  |                | 263    |  |                   |  | 101   |                | 
|■     Morila off lease       |  | EEP  |  |                | 132    |  |                   |  | 51    |                | 
|■     Gounkoto               |  | EP   |  |                | 100    |  |                   |  | 35    |                | 
|■     Morila*                |  | EP   |  |                | 200    |  |                   |  | 77    |                | 
|■     Bena                   |  | EEP  |  |                | 16     |  |                   |  | 6     |                | 
|■     Dinfola                |  | EEP  |  |                | 139    |  |                   |  | 54    |                | 
|■     Massabougou            |  | EEP  |  |                | 125    |  |                   |  | 48    |                | 
|■     Diele                  |  | EEP  |  |                | 110    |  |                   |  | 42    |                | 
|■     Bakolobi*              |  | EEP  |  |                | 120    |  |                   |  | 46    |                | 
|Cȏte d’Ivoire                |  |      |  |                |        |  |                   |  |       |                | 
|■     Nielle                 |  | EP   |  |                | 751    |  |                   |  | 290   |                | 
|■     Boundiali              |  | EEP  |  |                | 1,320  |  |                   |  | 510   |                | 
|■     Dabakala               |  | EEP  |  |                | 191    |  |                   |  | 74    |                | 
|■     Diaouala West          |  | EEP  |  |                | 399    |  |                   |  | 154   |                | 
|■     Diaouala East          |  | EEP  |  |                | 399    |  |                   |  | 154   |                | 
|■     Mankono                |  | EEP  |  |                | 704    |  |                   |  | 272   |                | 
|■     Tiorotieri             |  | EEP  |  |                | 86     |  |                   |  | 33    |                | 
|■     Kouassi Datekro N      |  | EEP  |  |                | 350    |  |                   |  | 135   |                | 
|■     Kouassi Datekro C      |  | EEP  |  |                | 396    |  |                   |  | 153   |                | 
|■     Kouassi Datekro S      |  | EEP  |  |                | 400    |  |                   |  | 154   |                | 
|■     Fapoha North           |  | EEP  |  |                | 387    |  |                   |  | 149   |                | 
|■     Fapoha South           |  | EEP  |  |                | 398    |  |                   |  | 154   |                | 
|Senegal                      |  |      |  |                |        |  |                   |  |       |                | 
|■     Kanoumba               |  | EEP  |  |                | 621    |  |                   |  | 240   |                | 
|■     Miko                   |  | EEP  |  |                | 84     |  |                   |  | 32    |                | 
|■     Dalema                 |  | EEP  |  |                | 401    |  |                   |  | 155   |                | 
|■     Tomboronkoto           |  | EEP  |  |                | 225    |  |                   |  | 87    |                | 
|■     Bambadji*              |  | EEP  |  |                | 315    |  |                   |  | 122   |                | 
|■     Sangola*               |  | EEP  |  |                | 471    |  |                   |  | 182   |                | 
|Democratic Republic of Congo |  |      |  |                |        |  |                   |  |       |                | 
|■     Kibali                 |  |      |  |                |        |  |                   |  |       |                | 
|□     11447                  |  | EP   |  |                | 227    |  |                   |  | 88    |                | 
|□     11467                  |  | EP   |  |                | 249    |  |                   |  | 96    |                | 
|□     11468                  |  | EP   |  |                | 46     |  |                   |  | 18    |                | 
|□     11469                  |  | EP   |  |                | 92     |  |                   |  | 36    |                | 
|□     11470                  |  | EP   |  |                | 31     |  |                   |  | 12    |                | 
|□     11471                  |  | EP   |  |                | 113    |  |                   |  | 44    |                | 
|□     11472                  |  | EP   |  |                | 85     |  |                   |  | 33    |                | 
|□     5052                   |  | EP   |  |                | 302    |  |                   |  | 117   |                | 
|□     5073                   |  | EP   |  |                | 399    |  |                   |  | 154   |                | 
|□     5088                   |  | EP   |  |                | 292    |  |                   |  | 113   |                | 
|■     Kilo*                  |  |      |  |                |        |  |                   |  |       |                | 
|□     2226                   |  | EEP  |  |                | 137    |  |                   |  | 53    |                | 
|□     2227                   |  | EEP  |  |                | 137    |  |                   |  | 53    |                | 
|□     2229                   |  | EEP  |  |                | 126    |  |                   |  | 49    |                | 
|□     2230                   |  | EEP  |  |                | 154    |  |                   |  | 59    |                | 
|□     2231                   |  | EEP  |  |                | 196    |  |                   |  | 76    |                | 
|□     2285                   |  | EEP  |  |                | 196    |  |                   |  | 76    |                | 
|□     2286                   |  | EEP  |  |                | 184    |  |                   |  | 71    |                | 
|□     2287                   |  | EEP  |  |                | 182    |  |                   |  | 70    |                | 
|□     2288                   |  | EEP  |  |                | 172    |  |                   |  | 67    |                | 
|□     2289                   |  | EEP  |  |                | 194    |  |                   |  | 75    |                | 
|□     2290                   |  | EEP  |  |                | 189    |  |                   |  | 73    |                | 
|□     2291                   |  | EEP  |  |                | 190    |  |                   |  | 73    |                | 
|Total area                   |  |      |  |                | 12,995 |  |                   |  | 5,014 |                | 



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| | EP | – Exploitation Permit
| | -- | ---------------------

| | EEP | – Exclusive Exploration Permit
| | --- | ------------------------------

| | * | Subject to a joint venture agreement
| | - | ------------------------------------



Annual ore reserve declaration at December 31,
2013



|                              |  |                     |  |             |     |  |             |  |     |            |  |  | Attributable | 
|----------------------------- |  | ------------------- |  | ----------- | --- |  | ----------- |  | --- | ---------- |  |  | ------------ | 
|At December 31,               |  | Category            |  | Tonnes (Mt) |     |  | Grade (g/t) |  |     | Gold (Moz) |  |  | gold (Moz)   | 
|                              |  |                     |  | 2013        |     |  | 2012        |  |     | 2013       |  |  | 2012         | 
|PROVEN 
AND PROBABLE RESERVES |  |                     |  |             |     |  |             |  |     |            |  |  |              | 
|                              |  |                     |  |             |     |  |             |  |     |            |  |  |              | 
|Kibali                        |  |                     |  |             |     |  |             |  |     |            |  |  |              | 
|                              |  | Proven              |  |             | 5.5 |  |             |  | 3.6 |            |  |  | 2.3          | 
|                              |  | Probable            |  |             | 84  |  |             |  | 79  |            |  |  | 4.1          | 
|Sub total                     |  | Proven and probable |  |             | 89  |  |             |  | 83  |            |  |  | 4.0          | 
|Loulo                         |  |                     |  |             |     |  |             |  |     |            |  |  |              | 
|                              |  | Proven              |  |             | 2.2 |  |             |  | 2.3 |            |  |  | 1.9          | 
|                              |  | Probable            |  |             | 31  |  |             |  | 38  |            |  |  | 5.1          | 
|Sub total                     |  | Proven and probable |  |             | 34  |  |             |  | 40  |            |  |  | 4.9          | 
|Gounkoto                      |  |                     |  |             |     |  |             |  |     |            |  |  |              | 
|                              |  | Proven              |  |             | 1.9 |  |             |  | 1.8 |            |  |  | 2.5          | 
|                              |  | Probable            |  |             | 15  |  |             |  | 17  |            |  |  | 4.5          | 
|Sub total                     |  | Proven and probable |  |             | 17  |  |             |  | 18  |            |  |  | 4.3          | 
|Morila                        |  |                     |  |             |     |  |             |  |     |            |  |  |              | 
|                              |  | Proven              |  |             | —   |  |             |  | —   |            |  |  | —            | 
|                              |  | Probable            |  |             | 14  |  |             |  | 4.9 |            |  |  | 0.7          | 
|Sub total                     |  | Proven and probable |  |             | 14  |  |             |  | 4.9 |            |  |  | 0.7          | 
|Tongon                        |  |                     |  |             |     |  |             |  |     |            |  |  |              | 
|                              |  | Proven              |  |             | 3.3 |  |             |  | 2.5 |            |  |  | 1.4          | 
|                              |  | Probable            |  |             | 28  |  |             |  | 31  |            |  |  | 2.3          | 
|Sub total                     |  | Proven and probable |  |             | 31  |  |             |  | 34  |            |  |  | 2.2          | 
|Massawa                       |  |                     |  |             |     |  |             |  |     |            |  |  |              | 
|                              |  | Probable            |  |             | 21  |  |             |  | 21  |            |  |  | 3.1          | 
|Sub total                     |  | Proven and probable |  |             | 21  |  |             |  | 21  |            |  |  | 3.1          | 
|TOTAL RESERVES                |  | Proven and probable |  |             | 205 |  |             |  | 201 |            |  |  | 3.6          | 



The reporting of mineral reserves is in accordance with Industry
Guide 7. Pit optimizations are carried out at a gold price of US$1,000/oz, except for Morila which is reported at US$1,300/oz.
Mineral reserves are reported at a cut-off grade based on US$1,000/oz gold price within the pit designs. Underground reserves are
also based on a gold price of US$ 1,000/oz. Dilution and ore loss are incorporated into the calculation of reserves.



Addition of individual line items may not sum to sub totals
because of rounding.





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Mineral Rights and Permits



The following map shows the position of
our current permits in West Africa:







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The following map shows the position of our current permits
in Central Africa:







Although we believe that our exploration
permits will be renewed when they expire, based on the current applicable laws in the respective countries in which we have obtained
permits, there can be no assurance that those permits will be renewed on the same or similar terms, or at all. In addition, although
the mining laws of Mali, Côte d’Ivoire, Senegal and DRC provide a right to mine should an economic orebody be discovered
on a property held under an exploration permit, there can be no assurance that the relevant government will issue a permit that
would allow us to mine. All mineral rights within the countries in which we are currently prospecting are state-owned. Our interests
effectively grant us the right to develop and participate in any mine development on the permit areas.



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SOCIAL RESPONSIBILITY AND ENVIRONMENTAL
SUSTAINABILITY



This
section highlights the key sustainability challenges facing our business, how we are addressing them and some of our achievements
in this field from 2013. It has been produced according to the Global Reporting Initiative (GRI) G4 Guidelines and the Mining and
Metals Supplement. This section presents an overview of our sustainability performance, covering material aspects. The data on
environmental, safety and economic impacts presented covers all six of our operational and development sites situated in Mali,
Côte d’Ivoire, Democratic Republic of Congo and Senegal. With the exception of GHG emissions, it excludes our offices
and guesthouses. The data used to populate this document is collated on a monthly basis and reviewed by management.The scope and measurement methods have not changed if compared to our previous
sustainability supplement published in May 2012.



Our
sustainability governance



In recent years, there
has been continued improvement in the systems and processes that we use to understand, measure, manage and report on sustainability
issues at a group level. This section provides a basic outline of our management approach, governance and corporate systems with
regard to sustainability.



Stakeholder engagement



Our corporate strategy
is to create value for all our stakeholders. Stakeholder engagement is a critical part of business for us. We pride ourselves on
an active and meaningful program of stakeholder engagement each year which enables us to deepen our relationships, understand our
stakeholders’ needs and priorities and which feeds into our management practices. The main stakeholder categories we engage
with are shareholders, employees, local communities, non-governmental organizations (NGO’s), government, unions, suppliers
and contractors, and media. At the heart of our engagement this year was a ‘materiality assessment’, undertaken in
accordance with the guidelines of the GRI G4 reporting process. The materiality assessment was part of an extensive program of
stakeholder engagement undertaken in 2013 through channels such as formal meetings, roadshows, correspondence and site visits.
We conducted a ‘materiality assessment’ in 2013, i.e. we considered the significance of various sustainability issues
on our business and also asked stakeholders to identify issues of concern that influenced their assessments and decisions about
us. The process was carried out in accordance with the GRI G4 guidelines.



The 19 most material issues identified
by the assessment were:



| | § | Safety: We are an employee-focused company and committed to providing the safest possible
working environment.
| | - | --------------------------------------------------------------------------------------------------------------

| | § | Community engagement: The support of local communities around our mines is central to our
social licence to operate.
| | - | --------------------------------------------------------------------------------------------------------------------

| | § | Water pollution: We carefully monitor the cleanliness of all water in and around our mines
to protect our employees and local communities.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------

| | § | Cyanide management: We have strict policies and procedures in place to ensure the responsible
use and management of cyanide.
| | - | ----------------------------------------------------------------------------------------------------------------------------

| | § | Local and national employment: Ensuring high levels of local and national employment is
a fundamental part of our business strategy.
| | - | ------------------------------------------------------------------------------------------------------------------------------------

| | § | Energy use and efficiency: Minimizing energy use is core to our mining process and to the
development of our local communities.
| | - | -------------------------------------------------------------------------------------------------------------------------------

| | § | Bribery and corruption: We have zero tolerance for bribery or corruption and endeavor to
combat corruption whenever necessary.
| | - | ------------------------------------------------------------------------------------------------------------------------------

| | § | Revenue transparency: We make publicly available a full economic statement disclosing our
payments of taxes, duties, royalties, salaries, procurements and other payments.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | § | Local procurement and partner development: It is our policy to maximize, as far as possible,
the local economic benefits and sustainable development impacts of our operations.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | § | Staff training and skills transfer: The optimization of local talent and training of national
employees to world-class standards is at the heart of our approach to human capital.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | § | Legal compliance: We fully comply with all legislation in all jurisdictions.
| | - | ----------------------------------------------------------------------------

| | § | Resettlement and compensation: We are committed to minimizing involuntary resettlement and
where resettlement does need to take place our policies are in line with national legislation and the IFC’s Performance Standards.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | § | Environmental incidents: Good environmental stewardship is essential to our business and
we carefully measure and manage environmental incidents.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------

| | § | Community development and investment: It is our policy to maximize, as far as possible,
the local economic benefits and sustainable development impacts of our operations.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | § | Local economic development: It is our policy to maximize, as far as possible, the local
economic benefits and sustainable development impacts of our operations.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | § | Waste management: We are committed to ensuring all hazardous, organic and inorganic waste
generated by our mines is safely and sustainably disposed of.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | § | HIV/AIDS: HIV/AIDS is a significant consideration in our host countries and we operate a
stand-alone program to help prevent the spread of the disease.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | § | Malaria: Diseases such as malaria are a major threat to our workforce and local communities
and we operate a stand-alone program to reduce malaria incidence around our mines.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | § | Occupational health: The health and well-being of our employees is crucial to the success
of our business.
| | - | ----------------------------------------------------------------------------------------------------------



Sustainability governance structure



Measuring our environmental
and social impacts is key to our management of sustainability. At ground level, on each mine, we have a sustainability manager
who measures results against KPIs to ensure our policies are being implemented. KPIs include environmental data such as energy
and water use; workforce data such as lost time injuries and community data such as complaints and comments from grievance posts.



Each line manager reports
to the mine general manager, who in turn is answerable to the respective mine board (chaired by our CEO), and to our group sustainability
executive, who in turn reports to the CEO and the board. Our sustainability executive and CEO also meet quarterly with the general
managers from each mine to form our board’s environmental and social oversight committee. This committee is responsible for
identifying and managing strategic sustainability risks and opportunities and its quarterly reports are tabled for review at the
group board of directors meetings. The group executive committee reviews sustainability performance weekly. Our board has ultimate
oversight of all sustainability issues and takes an active role in testing strategic direction, monitoring performance and ensuring
our policies remain appropriate.



Openness and transparency
are central parts of our management approach to sustainability. Our reporting on sustainability is completed in accordance with
the GRI and undergoes external assurance. Last year our sustainability reporting was confirmed as a B+ GRI application level and
this year our report has been assembled ‘in accordance - core’ with the new GRI G4 guidelines. This is indicative of
our commitment to constantly evolving the transparency and effectiveness of our sustainability management systems.



Key policies and processes



All our projects are
managed by a set of board-approved standards and policies. These set out the principles, frameworks and management system requirements
for all aspects of sustainability. They include the use of the internationally recognized OHSAS 18001 standard for our health and
safety management and ISO 14001 standard for environmental management. Both of which are independently audited.



Other key policy commitments
that govern all our projects include our overarching Code of Conduct (including our expectations on bribery, whistleblowing and
fraud), Human Rights Policy and Conflict Free Gold Policy and these are described in more detail in this report and are available
on the company’s website at www.randgoldresources.com. We have zero tolerance for corruption and we do not offer, pay or
accept bribes of any form.



Our sustainability-related
policies form a central part of induction training for all employees and contravention leads to automatic disciplinary action,
including the potential termination of employment. All staff, sub-contractors and service providers acting on our behalf are expected
to adopt and follow these standards and policies. We also promote comparable standards in contractors and associate companies



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Where appropriate
we include achievement of sustainability targets as a component of bonus-based remuneration packages. For example, part of both
our CEO’s and CFO’s annual bonus payments is dependent on achieving a Lost Time
Injury Frequency Rate of below 0.6%.



Our value chain



Apart from a small
percentage sold through the Malian company, Kankou Moussa SARL, all our gold is sold to Rand Refinery (Pty) Limited (“Rand
Refinery”), which has an internationally-respected reputation for integrity and ethics. Rand Refinery is able to certify
that its entire chain of custody is responsible and ‘conflict free’, and this certification is independently audited.
It is also a member of the World Gold Council and the Responsible Jewellery Council. This gives us assurance that the onward distribution
of our gold proceeds in a responsible way. We do not buy any minerals from artisanal miners.



Creating
sustainable economic value



Our core activities
make a significant contribution to the state revenues of host countries. We create value through host country taxation on profits,
employee taxes, indirect taxes, taxes paid by suppliers, investments in infrastructure and dividends through our joint ownership
structures. We supplement these core contributions with community-led projects in health, education and local economic development.



Working with Suppliers



We multiply the economic
benefits of our projects by prioritizing procurement from host country suppliers. We always procure from local suppliers if the
right level of expertise exists. Where a local contractor is not able to meet the quality standards we require, we try to facilitate
skill training or mentoring support from leading international companies in order to build local capacity. For example, in 2013
we encouraged Shell to hold workshops with Mali-based hydrocarbon suppliers Ben&Co and Petro Yara on transportation safety.
Locally based contractors offer more security of supply, better value over the long term and help us achieve our strategic goal
to grow together with our host countries.



All suppliers must
respect our sustainability policies, and mandatory clauses to uphold our human rights and anti-corruption policies are included
in all supplier and contractor contracts. For example, all contractors at our Kibali mine are required to have an environmental,
health and safety (EHS) officer in place, trained in our EHS policies and providing weekly updates on EHS performance or risk being
removed from site. This helps improve the quality and standards of local businesses and builds their capacity to access opportunities
with other multinational companies in the future.



Where appropriate we
also help build thriving African supply chains. For example, in 2013 we connected local maize farmers in Orientale Province near
Kibali with the World Food Program’s efforts to provide food relief in nearby South Sudan as well as with Nile Breweries
in Uganda - facilitating deals for the ongoing provision of 300 tonnes a year of grain and construction of a permanent new grain
storage facility.



Local Economy



Any successful modern
economy needs excellent infrastructure. Roads, bridges, power lines and mobile phone networks help traders to do business, children
to go to school, families to access healthcare and customers to shop. Such infrastructure is also essential for the viability of
our projects; however such basic infrastructure is rarely present when we arrive in the remote parts of emerging Africa where our
mines are based. We therefore partner with governments to help build the necessary infrastructure that makes our mines feasible
and which catalyze regional development. For example, as part of the construction of Kibali we have invested over US$23.8 million
in roads and power lines. Our work to refurbish the Nzoro 1 hydroelectricity station there has enabled around 900 homes to gain
access to electricity for lighting and our investment in the Doko-Aru road has boosted the enormous growth of Kokiza market. We
proactively seek to foster and grow this sense of an economic ‘buzz’. The areas around most of our mines now have banks,
petrol stations, motorbike dealerships, boarding houses and shops and we support this economic activity through initiatives such
as entrepreneur days, which encourage national companies to invest around the mine area. One of our commitments for 2014 will be
to sponsor entrepreneur days in the area around the Tongon mine in Côte d’Ivoire.



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Leaving an economic legacy



At the very start of
operations we agree a closure plan for the mine area with a budget set aside to ensure sufficient financial resources to meet closure
obligations. Throughout operations we then invest in non-mining based economic activity, training for alternative employment and
continuous rehabilitation of land.



Our oldest operational
mine is Morila and our newest is Kibali, and despite their contrasting life expectancies both were implementing closure planning
work last year. Morila is close to the end of its life but still supports around 1,200 direct jobs (it employed around 2,000 during
peak operations). The closure plan is using the mine’s infrastructure to grow four community-led agribusiness sectors (poultry
farming, tilapia fish farms, mangos and honey), which after several years of pilot projects moved to commercial scale production
last year. For example, units are now in place to farm 10,000 hens, 34 tonnes of tilapia and potentially 300 tonnes of mango for
export per year. Between 2013 and 2017, these four sectors are expected to produce total revenue of more than US$6.0 million.



At Kibali we have
also been actively implementing closure planning, even though the mine is not expected to cease production until 2030.
For example, we are working on bringing in investors to establish a palm oil processing factory based on the mine concession which
will produce cooking oil, soap and other products, using palm oil sourced from local plantations. The project will provide thousands
of long term skilled jobs in the plant and in local agriculture if it receives final government approval as expected in 2014.
One of our key considerations when working with the inward investor was their social and environmental credentials and as part
of our due diligence processes, we looked at their sustainability policies and track record.



Working
in conflict zones



All three host countries
of our currently-operational mines have suffered some level of civil conflict over the last decade. Côte d’Ivoire
has emerged from the ravages of a civil war in 2002-2003 and fighting over a disputed election in 2010-2011. In 2012, northern
Mali suffered a terrorist insurgency that prompted French and Malian military forces to intervene, while the vast DRC is
still slowly recovering from a war that lasted from 1994-2003. Part of the way we manage this conflict risk is to ensure we meet
our obligations under national mining codes and the expectations of international rules and conventions. In the DRC for example,
we have an active engagement with representatives from MONUSCO (the United Nations Organization Stabilization Mission in the DRC)
to ensure clear protocols are in place should a conflict situation arise. In all our countries of operation we have legally binding
mining conventions that guarantee fiscal stability, govern taxes applicable and allow for international arbitration in the event
of force majeure or a dispute. In 2013, we reinforced these commitments by implementing a Conflict Free Gold Policy, to ensure
that the gold we produce is delivered in a manner which does not fuel armed conflict, fund armed groups or contribute to human
rights abuses associated with such conflicts. The key to our approach is the deep partnerships that we form with our host countries
and communities. In troubled times we have found that the overriding considerations of common interests and shared values reassert
themselves.



community
development



Our policies and processes



Our policies reflect the high priority
we give to community development. At the heart of our approach is frequent engagement and a commitment to lifting the quality of
life and economic opportunities of our host communities.      At the early exploration stage of a project we oversee a wide-ranging
communication program and establish a grievance mechanism to ensure all local communities understand our plans and have a chance
to engage. Once a mine becomes operational we form community development committees (“CDCs”) that consist of local
leaders and representatives from women and youth groups and which are responsible for ongoing communications and decisions on how
to allocate a community investment budget. The budget is designed to reflect a mine’s production and projects are chosen
by the community, although they must fall within our five broad categories for sustainable development: education, primary health,
food security, potable water and local economic development. Long term sustainability is important to us, and if a school, health
clinic or water system is built we work closely with the CDCs to ensure that it can be maintained after the mine has closed. Where
possible we partner with local NGOs to harness their knowledge and expertise too.



Performance Assessment



Through community-led
committees we have helped put in place vital health and educational infrastructure across all five of our mine sites. Since we
started we have drilled 136 boreholes, built or equipped several health clinics, nurse and midwife facilities and funded the construction
of 91 new classrooms. Around Loulo-Gounkoto more than 3,000 children are now in school
compared to just 297 in 2005. In 2013, our community-led committees invested a total of US$1.61 million across all five mines.
Spend by CDCs has more than tripled since 2011 and increased by 94% on our 2012 total, reflecting the start of community spending
at Kibali and increased allocations at three out of four of the other mines. Of this total over US$422,000 (26%) was spent on education
and approximately US$222,000 (14%) on local economic development projects. One of our aims next year will be to encourage a higher
proportion to be spent on economic development projects. Our company has also established a charitable foundation, the Nos Vies
en Partage Foundation, operating separately from the company and with broad aims to help tackle the social development challenges
that affect poor communities in our host countries.



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Annual CDC expenditure



|US$      |  | 2013 |           |  | 2012 |  |         | 2011 | 
|-------- |  | ---- | --------- |  | ---- |  | ------- | ---- | 
|Loulo    |  |      | 435,211   |  |      |  | 222,448 |      | 
|Gounkoto |  |      | 406,198   |  |      |  | 115,347 |      | 
|Morila   |  |      | 147,872   |  |      |  | 190,748 |      | 
|Tongon   |  |      | 343,459   |  |      |  | 304,191 |      | 
|Kibali   |  |      | 284,826   |  |      |  | n/a     |      | 
|Total    |  |      | 1,617,566 |  |      |  | 832,734 |      | 



Using microfinance as a community development
tool



One of the avenues
we take to foster economic development is to encourage national microfinance institutions (MFIs) to expand to our mine areas.
This catalyzes entrepreneurialism where there are no banks or access to other kinds of credit. We provide initial capital to an
appropriately accredited local MFI on a long term, interest free loan and help them get established in the area through support
such as office space. At Morila we work with CAMIDE, an MFI which has now sponsored around 15 projects, and at Tongon, as of last
year, with PAMF-CI (Premiere Agence de Microfinance – Côte d’Ivoire). In late 2013 we provided seed funding
of approximately US$100,000 to PAMF-CI and basic office infrastructure in the Tongon village. At Kibali in 2013 we initiated
a unique pilot project with around US$10,000 of seed funding to try a new approach to microfinance lending.



Grievance
mechanism



Our policies and processes



As with any long term
relationship, addressing problems is vital to success. So managing a fair and accessible grievance mechanism is critical to our
community relations approach. We provide places with paid attendees, some open daily, where community members can lodge, record
and receive responses to a grievance if they feel they have been unfairly treated or discriminated against in a non-work related
disagreement. We commit to providing an initial response to all grievances within one week. We consider our grievance mechanism
to be an extremely valuable channel of communication with local communities. Alongside public meetings, radio broadcasts and our
community development work, it is a chance for us to understand what is important, build relations and to stop issues becoming
problems. The proportion of grievances that have been resolved and the issues raised are a matter discussed at the mine board level.
Our respective mine boards hold the mine management to account for responding effectively and appropriately to all complaints.



Performance assessment



Grievance data for
2013 is displayed below. In total, 99% of grievances were successfully resolved across all sites in 2013, following a rate of 94%
in 2012. This increase reflects a continued improvement in RAP management at Kibali and better compensation methods. The reason
the number of grievances at Kibali was significantly higher than other mines is because the grievance mechanism is the primary
route by which individuals affected by resettlement are provided recourse for compensation appeals. Aside from RAP-related claims
the grievances covered a range of issues including complaints about dust, vehicle damage to property and water filters that needed
replacing. All were resolved amicably. Some of the most serious incidents involved a land compensation issue in Côte d’Ivoire
which necessitated a court hearing, and a protest in communities around Gounkoto about a



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unilateral increase in power cost by the
power utility company. Although the latter was aimed at the utility company, the grievance mechanism facilitated access for the
communities to the appropriate authorities.



|               |  | Grievances registered |       |  | Grievances resolved |  |           | Grievances registered |  |  | Grievances resolved | 
|-------------- |  | --------------------- | ----- |  | ------------------- |  | --------- | --------------------- |  |  | ------------------- | 
|at December 31 |  | 2013                  |       |  | 2013                |  |           | 2012                  |  |  | 2011                | 
|Loulo          |  |                       | 8     |  |                     |  | 8 (100    | %)                    |  |  | 5                   | 
|Morila         |  |                       | 2     |  |                     |  | 2 (100    | %)                    |  |  | -                   | 
|Tongon         |  |                       | 22    |  |                     |  | 22 (100   | %)                    |  |  | 16                  | 
|Gounkoto       |  |                       | 1     |  |                     |  | 1 (100    | %)                    |  |  | 10                  | 
|Kibali         |  |                       | 1,142 |  |                     |  | 1,130 (99 | %)                    |  |  | 1,013               | 
|Total          |  |                       | 1,175 |  |                     |  | 1,163 (99 | %)                    |  |  | 1,044               | 



Human
rights and security



Our policies and processes



Our group-wide human
rights policy was adopted in 2012 and integrates a set of human rights best-practice requirements including zero tolerance for
any exploitative, forced or compulsory labor, including child labor. The policy supplements our code of conduct, applies to all
operations and is part of induction training for all staff and contractors. The policy also protects the rights of indigenous people.
We aim to pro-actively promote international human rights standards and include a clause in all our supplier and contractor agreements
that binds them to comply with our human rights and anti-corruption policies. We ensure that our mines do not provide benefits
to any armed groups who have committed or been credibly accused of human rights abuses. As part of our implementation of this policy
we have also created a separate category within our grievance mechanism so that any human rights related grievances can be anonymously
reported and addressed.



We utilize private
security services to protect our mines, while relying on governmental forces for security of tenure and law enforcement in the
surrounding communities. We have four ways in which our human rights policy is implemented: due diligence procedures prior to recruitment
(including a requirement to be accredited according to UN); contractual requirements; compulsory training for all security providers
in the UN Voluntary Principles on Business and Human Rights and a formal disciplinary procedure should any personnel be subject
to credible allegations of serious human rights abuse. Currently there is no specific group requirement for external human rights
audits.



Performance assessment



The group’s mining
operations have never been subject to any allegations of serious human rights abuses or breaches of humanitarian law, and this
remained the case in 2013. Throughout the year there were no significant incidents resulting in injury to security personnel and
all security personnel active in 2013 have received human rights training. We have signed agreements in place with all relevant
states governing our interaction with security forces based on the UN Voluntary Principles on Security and Human Rights. In the
DRC we continue to work closely with MONUSCO who provide practical help to ensure all security personnel and local police are trained
in the voluntary principles.



There was one human
rights related grievance registered in our grievance mechanism in 2013. This occurred at Kibali when security guards employed by
one of our contractors based themselves in a house without paying any rent to the owner. When this was reported through the grievance
procedure our security manager intervened and ensured the rent was paid. The security sub-contractors were subsequently changed.



RESETTLEMENT



Our policies and processes



The creation of a new
mine can sometimes involve the need to move people from their homes to be resettled away from the mine’s Exclusion Zone.
It can be one of the most sensitive challenges that a mining firm can face.



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We are committed to minimizing involuntary
resettlement, however if resettlement does need to take place our policy, consistent with national legislation and the IFC’s
Performance Standards, is to ensure that the resettled person’s standard of living is improved, or at least restored. Lengthy
and wide-reaching consultation is fundamental to our approach. Our engagement begins during the feasibility study of a project
and includes a public participation process (PPP) which uses locally elected community committees as a way to discuss options and
issues, alongside radio broadcasts, meetings with tribal and religious leaders and open forums attended by the CEO. The results
of the PPP are incorporated in a Resettlement Action Plan (RAP) which is then also put forward for further community consultation.
Our policies are designed to maintain community structures wherever possible and ensure that we compensate fairly in mitigation
for any adverse effects on the community where they cannot be avoided.



Performance assessment



This year we completed
the Kibali RAP which has been singled out by our CEO as one of the company’s greatest achievements and which contributed
to Randgold receiving the DRC’s prestigious Prix d’excellence award for corporate responsibility in November 2013.
The Kibali RAP process started in early 2010 and the last family was settled in October 2013. In total more than 21,000 people
(4,216 households) have been successfully resettled to the new town of Kokiza. Over 2,600 households were resettled in 2013 which
completed the resettlement and means we have no projected resettlement for 2014. Our aim for all resettled people has been to provide
an improved socio-economic situation with better quality housing, improved access to water and electricity and the provision of
title deeds. The long term handover of the management of the town to community led structures and committees is now underway and
will be the main challenge for 2014. An independent audit of the resettlement was carried out in March 2013 which measured progress
of the still-to-be completed activity against the commitments made in the RAP. It found full or partial compliance with over 85%
of the criteria and we have worked to address the remaining areas of non-compliance since.



Artisanal
and small-scale mining (ASM)



Our policies and processes



ASM provides a basic
livelihood to millions of people across Africa, however it becomes illegal if the individuals concerned operate on concessions
where a company has exclusive mineral rights. Illegal ASM on our sites is a significant issue for us because it can create tensions
in local communities due to health, human rights or local crime factors. It can also cause environmental damage especially if
the chemicals used get into water supplies. We have a ‘no conflict’ and ‘no invasions’ policy in regard
to artisanal mining communities present on or adjacent to our sites. This means that we rely on partnerships with national,
regional and local governments to enforce exclusion zones and discourage ASM activity. Wherever possible, we offer alternative
livelihoods for ASM participants (also known as orpailleurs) including work on our mines or in new economic sectors such as agriculture.
Where orpailleurs are not interested in alternative employment we seek to offer a designated site, approved by government, where
they can work without causing harm to others and be gently introduced to the alternative livelihoods on offer. We do not buy any
minerals from artisanal miners. However we regularly monitor the presence of ASM communities on or near our mine sites and have
a policy of active dialogue and consultation with the orpailleurs. Ultimately, the existence of the ASM community is linked to
poverty and it is only through sustained economic growth for the whole region that a viable long term solution can be found.



Performance assessment



ASM activity is present
on two of our mine complexes: Kibali and Loulo-Gountoko. At Kibali around 2,000 artisanal miners have been successfully removed
from the Exclusion Zone since the start of the project either by relocation or through offers of alternative employment. Our partners
SOKIMO provided an alternative site for the orpailleurs with support to help the relocation. In 2013 the Exclusion Zone at Kibali
remained largely free from ASM activity although there was a handful of entries into the zone following the formal end of the RAP
construction phase.



At the Loulo-Gounkoto
complex there is a sizeable presence of ASM that has unfortunately grown this year. The community is also dredging in the Faleme
River, creating a risk of water pollution. One factor behind this growth was the inability of the Malian government to act for
a large part of 2013 following the previous year’s political instability. A plan has now been
formed with the Government’s Regional Director for the Environment, who visited the mine last year, which will attempt to
reduce numbers through the creation of a cereal bank and with options for new alternative income generation. Despite the efforts
to date, managing the ASM communities on both sites remains one of the most significant challenges for our local partnerships and
us in 2014.



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A
safe, skilled and stable workforce



Our most important
asset is our human capital. We do what it takes to ensure a safe and rewarding work environment and invest to develop workforce
skills and leadership by local people. At the heart of our approach is a focus on recruiting host country nationals, giving us
an effective and good value workforce, encourage succession planning and building positive links with local communities. Our workforce
this year grew to over 15,000 employees, with over 3,600 new jobs created in 2013. Over 86% of this workforce were nationals from
our host countries, and this rate is even higher in some of our more established mines. Over 98% of the Morila workforce and 92%
of the Tongon workforce are nationals.



Recruiting host country
nationals is central to our human resources policy. Our policy is to recruit first from local communities and if no one meets the
skill set required we then approach nationals, followed by Africa-based employees and only then recruit globally. Contractors are
also expected to prioritize the employment of nationals as part of our partnerships with them. This policy extends to senior management.
For example there are only two non-nationals in the management teams across all three of our mines in Mali.



Although our number
of national employees is extremely high, especially in comparison to other Africa-based mining firms, one of our aims for next
year is to accelerate the replacement of internationals with appropriately trained local employees. Last year we set a baseline
for measuring progress against this target – with a total of 45 internationals replaced – and we hope to increase this
figure in 2014.



Total workforce, 2013



|            |  | Group       |       |    | Loulo     |  |        | Gounkoto    |  |  | Morila    |    |  | Tongon      |       |    | Kibali    | 
|----------- |  | ----------- | ----- | -- | --------- |  | ------ | ----------- |  |  | --------- | -- |  | ----------- | ----- | -- | --------- | 
|            |  | Expatriates |       |    | Nationals |  |        | Expatriates |  |  | Nationals |    |  | Expatriates |       |    | Nationals | 
|Employees   |  |             | 191   |    |           |  | 2,788  |             |  |  | 82        |    |  |             | 865   |    |           | 
|            |  |             |       |    |           |  |        |             |  |  |           |    |  |             |       |    |           | 
|Contractors |  |             | 1,856 |    |           |  | 10,272 |             |  |  | 158       |    |  |             | 2,218 |    |           | 
|            |  |             |       |    |           |  |        |             |  |  |           |    |  |             |       |    |           | 
|Total       |  |             | 2,001 |    |           |  | 13,069 |             |  |  | 240       |    |  |             | 2,993 |    |           | 
|            |  |             | (13.3 | %) |           |  | (86.7  | %)          |  |  | (7.5      | %) |  |             | (92.5 | %) |           | 



Our labor costs total around 5% of our direct
operating costs; around 15% including contractors. Given the pressures to save costs across the gold mining industry at large in
2013, this relatively low cost base has meant we have been able to protect our workforce numbers to a greater extent than many
peers.



Safety
our top priority



Our policies and processes



Safety is a top priority
for us and we were not surprised that it was one of the issues that appeared as a high-priority among both internal and external
stakeholders in our materiality assessment this year. The aim of our safety policy is to record zero lost time injuries and we
have an annual target to reduce the Lost Time Injury Frequency Rate (LTIFR) by 10% each year. Our safety approach is built on the
combination of rigorous safety systems working alongside individual responsibility. Our safety systems are based on the international
OHSAS 180001 safety standard, which provides a useful framework for managing a wide range of areas from firefighting to formal
risk assessments, hygiene standards and emergency air crashes. All our mines are now certified to OHSAS 180001 standard with the
exception of Kibali which became operational in 2013 and will apply for its certification in 2015. We assess specific safety risks
for each department, such as chemical hazards, and each has its own specialized training modules. Personal protective equipment
and morning ‘toolbox’ safety briefings – where daily reminders and discussions about safety are raised
– are other vital elements. Each site has an emergency response team, including a mine rescue team if there are
underground operations.



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Allied with these risk
management systems is a fundamental philosophy that every individual should take responsibility for their own safety. All our employees
are instilled with this mantra, starting at induction where safety training is a critical part of staff orientation for every employee
and contractor. Every employee is asked to consider safety risks at the start of the day and we actively encourage a ‘right
to refuse’ i.e. to challenge supervisors if they feel that the correct equipment or other safety measures are not in place
before doing a job. There are also random audits with management approaching employees to check their risk awareness and understanding
of the correct safety behavior.



If an accident occurs,
our Safety, Health and Environment (SHE) department ensures the incident is analyzed and that corrective actions are taken. They
also ensure that illiterate employees are fully briefed on the meanings of written procedures and signage in their home language,
an important consideration in some of the underdeveloped areas in which we operate. We have a zero tolerance policy towards drug
or alcohol abuse and unsafe behavior on site.



Performance assessment



Unfortunately there
was one fatality over the year. The incident occurred at Kibali where the victim was involved in an incident with a tipping truck.
A full investigation has been conducted and remedial actions around both immediate and underlying causes have been taken to ensure
no repetition occurs. Actions have included new restrictions to stop people on foot walking in the vicinity of heavy mobile equipment,
increased training for supervisors and improved lighting for night working.



In terms of eradicating
Lost Time Injuries (LTIs), our focus on safety has started to achieve the desired step change in our performance. Last year was
one of the best performing years for the group in terms of improving our LTIFR. The rate decreased from 1.5 per million hours worked
in 2012 to 0.57 per million hours in 2013, a reduction of over 60%. Gounkoto demonstrated that our target of zero LTIs is possible
by achieving zero LTIs for the entire year.



We have been attempting
to increase the reporting of near misses as we consider these an ‘early warning system’ that allows us to prevent potential
accidents. Therefore we were pleased that the number of near misses reported in 2013 increased from 20 to 128, although we are
still not satisfied that a culture of reporting near misses is universally ingrained and hope to increase this number again in
2014 by providing all workers with a clearer definition of what counts as a near miss.



Safety is a continuous
challenge and we will continue to work towards our target of zero LTIs in 2014.



2013 Safety performance



|                       |  | 2013 |            |  | 2012 |  |            | 2011 | 
|---------------------- |  | ---- | ---------- |  | ---- |  | ---------- | ---- | 
|Total labor*           |  |      | 15,070     |  |      |  | 11,477     |      | 
|Person hours           |  |      | 35,246,261 |  |      |  | 25,327,309 |      | 
|Number of active mines |  |      | 5          |  |      |  | 5          |      | 
|LTIs**                 |  |      | 20         |  |      |  | 38         |      | 
|LTIFR***               |  |      | 0.57       |  |      |  | 1.5        |      | 
|Fatalities             |  |      | 1          |  |      |  | 1          |      | 
|Near misses            |  |      | 128        |  |      |  | 20         |      | 



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|             |  | Individual mine level |          
|------------ |  | --------------------- | ---------
|             |  | Loulo                 |          
|Person hours |  |                       | 6,103,322
|LTIs**       |  |                       | 5        
|LTIFR***     |  |                       | 0.82     
|Fatalities   |  |                       | -        
|Near misses  |  |                       | 9        

| | * | Including persons employed by our contractors.
| | - | ----------------------------------------------

| | ** | Defined as injuries that occur in the execution of duties that mean the person is unable to
perform those duties for at least one day.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------

| | *** | Number of LTIs per million man hours worked.
| | --- | --------------------------------------------



Training
and retaining talent



We take a long term
approach to skills development. During the very early recruitment for a mine we use psychometric testing to identify local people
with the aptitude for skilled positions and we then invest time and resource into their development. The backbone of our training
system is extensive informal training in the form of shadow skills training, mentoring, apprenticeships and on the job experience.
All recruits receive informal training until a line manager deems them proficient to take real responsibility for upholding the
standards in their particular role. For the rising stars of the company we provide formal training including both on-site and off-site
courses at academic institutions in our host countries and at leading international universities. This formal training helps our
employees to gain the full range of skills needed to run a world-class gold mining company. Throughout their careers employees
are also offered incentives, including a share scheme, to reward them for long term commitment.



Industrial
relations



Our policy and processes



We see our employees
as major stakeholders in our business, and this belief is the foundation of our industrial relations policies. We see transparent
communications as vital to good relations with our workforce. We invite representatives from any active trade union to attend the
quarterly meetings of each mine board, where they can present issues for discussion. We do not have restrictions or prescriptions
on union representation at our mines and talk to anyone who speaks for the workers. Unions also sit in on our strategic planning
sessions and their agreement on output targets is an integral part of strategic planning.



To deepen our engagement,
all the company’s operations also have monthly meetings between management and labor and CEO Mark Bristow meets each mine’s
workforce twice a year in a large open forum. At each mine, a Mine Level Agreement (MLA) is agreed between the unions and management
and reviewed every three years. These frameworks complement national labor laws and set out mutually agreed rules for each mine
on detailed items such as salary increments or the parameters of acceptable behavior in a strike situation. The signing of MLAs
means that we do not enter into annual wage negotiations.



Performance assessment



Our industrial relations
were generally steady and stable throughout 2013. All our countries of operation have the right to freedom of association enshrined
in law, so all employees are able to join a union. We have introduced long-term incentives to senior employees which effectively
removes them from the employee side of negotiated conditions and into management. This means that we quantify around 85% of our
workforce to be part of the unionized membership that benefit from negotiated conditions.



Kibali was a key focus
of our attention in 2013 with the cornerstone of our policy being the successful signing of an MLA towards the end of the year.
The Kibali MLA is a five year agreement with the potential for review after three years. There was also a large reduction in employee
numbers on the Kibali site in 2013 as the mine moved from construction to operational phase. At its peak there were around 13,000
employees on the Kibali site and over the course of the year around 5,500 workers from around 37 contractors have successfully
completed work and peacefully left site. Kibali
was also the only site that suffered any industrial relations disputes in 2013. These all related to the employees of sub-contractors
rather than us directly, and all hinged on the administration or understanding of salary payments. There were three incidents
in total. The first in February resulted in two lost days for the contractors. The second was in November when sub-contractor
Shaft Sinkers had a one day stay away. Finally, in December the sub-contractor responsible for open pit mining had a three
day illegal stay away, which led to six employees being dismissed.



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|Standard entry wages cost to company in all
    countries of operation | National
                            minimum 
                           wage 
                           (laborer/month) |  | Randgold standard
                           entry wage CTC
                           (laborer/month)
|---------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------
|                                                                       |                                                                                                                           |  |                                                                                                       
|DRC                                                                    | US$90                                                                                                                     |  | US$316                                                                                                
|Mali                                                                   | US$100                                                                                                                    |  | US$226                                                                                                
|Côte d’Ivoire                                                          | US$168                                                                                                                    |  | US$248                                                                                                



Gender Diversity



We are an equal opportunity
employer and as with our drive to develop local national managers, we also want to make progress in promoting women into operational
and management roles. Ideally we would like to encourage more locally based women into the mining industry but this is a very challenging
area due to a combination of cultural factors. Firstly because women tend to have relatively low labor force participation rates
in the generally patriarchal societies of West and Central Africa, and secondly because of the image of mining as a traditionally
male dominated industry. In 2013 we actively encouraged women to apply for roles on our mines and offered work experience for young
women who aspire to work in the industry. We are encouraged that in 2013 we saw a handful of local female operational workers begin
employment at Kibali. In the longer term we are active in supporting community women’s associations and in encouraging high
education rates among female students to try and contribute to more gender equity in the future. In total, around 8% of our permanent
workforce is female and we have a number of women in key executive and senior managerial positions. This includes Mrs. J. Mabunda
Lioko who is a non-executive director on our board.



Health



Our policies and processes



We establish health
clinics and provide medical equipment at every mine site and in some surrounding villages providing free medical consultations
and first aid to employees, their dependents and community members. Occupational and community health are equally important to
our strategic objectives.



Our occupational health
processes are certified against the OHSAS 18001 health and safety standards and focus on avoiding the health hazards common to
a gold mine including cyanide, arsenic, dust and noise. We provide all required personal protective equipment and conduct regular
testing for health hazards, for example regular biological monitoring for lead and arsenic. All employees must pass minimum standards
of fitness and there is regular first aid training and preparation to deal with traumatic, toxic and cardiovascular emergencies.
Ergonomic and luminous intensity surveys are also conducted in all offices and operational areas.



Beyond the fences of
our mines our health priorities are set by an independent baseline study at feasibility stage. This identifies the most important
local health issues and we then work with relevant authorities to put accessible health provision in place. Our aim is to provide
initial funding for clinics and nurses where it is needed, which can then be on-managed by the relevant local authority. We also
deliver inoculations against polio, tetanus and yellow fever and work regularly with partners such as NGOs or the World Health
Organization.



We have an annual target
to reduce malaria incidence across the group by 25% and an extensive stand-alone program to combat the disease. This includes extensive
insecticide and larvae eradication programs (following an annual entomological survey at each site), wide distribution of impregnated
mosquito nets, and support for malaria education programs. Similarly we
have a stand-alone program to combat the spread of HIV/AIDS. We provide free Voluntary Counseling and Testing (VCT), distribute
condoms and support educational programs. If someone is HIV positive they are referred to government clinics where they get free
treatment.



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Performance assessment



To ensure the longevity
of health services after our mines have closed we were pleased that in 2013 the health clinic in the Tongon village was
passed on to Government management, while final preparations were also made for clinics at Kibali and Loulo to be transferred
with equipment in 2014.



In 2013 we were able
to renew our partnership with UNAID in Mali, which had been disrupted by the political turmoil in 2012, and worked with charity
CURE to deliver medical equipment and supplies from the United States to four clinics around Kibali.



One of the most significant
social outcomes of our health work communities is a reduction in infection rates for debilitating illnesses such as bilharzia,
intestinal infections and tropical diseases. For example the Kibali community health clinic registered a sharp drop in the infection
rates of bilharzia in 2013, related to substantially less reliance on contaminated surface water. One of our aims for 2014 will
be to better evaluate the real social outcomes of our health work.



Malaria



This year we achieved
a significant decrease of over 18% in malaria prevalence across the group from 64% in 2012, to 52% in 2013. A contribution to this
progress was the distribution of over 8,450 impregnated mosquito nets and action taken at Loulo to replace the Deltamethrin insecticide,
which mosquitoes had been found to be resistant to, with two new chemicals, sprayed intermittently. Our malaria program has helped
reduce malaria incidence by at least 25% at all our sites compared to the baselines set before our mines became operational. The
18% reduction was welcome but did not meet our ambitious target of a 25% year-on-year reduction.



One of the very real
challenges in eastern DRC is the endemic nature of malaria, exacerbated by the long wet season (around nine months). An analysis
of our spraying program around Kibali this year showed that because many of the houses where spraying takes place are made from
mud, wood or grass structures, the insecticide is effective for a much shorter period of time than expected. Next year the spray
program will be adjusted to take account of this.



We have a compelling
business case for taking action on malaria. If we focus just on employee absenteeism in 2013 (i.e., those days where employees
were unable to even attend work) – 26% (3,324 out of 12,484 days) was due to malaria. For us, the average cost of losing
a senior level operator for a day is US$30/day. That suggests that the total cost to us of employee absenteeism due to malaria,
even with the high levels of intervention that we employ, is almost US$100,000. This number is probably just the tip of the iceberg
for us as a business, as it also doesn’t account for the time when the employee is working below his or her peak. Given the
cost to our business, to say nothing of the human consequences (for the employees and their families) of malaria, we see our antimalaria
program, which cost a total of US$572,424 last year – or US$37 per employee – as a highly cost effective investment
in the health and wellbeing of our employees.



Employee malaria incidence rate %



|         |  | Baseline |              |   | 2013 |  |       | 2012 |  |  | 2011  | 
|-------- |  | -------- | ------------ | - | ---- |  | ----- | ---- |  |  | ----- | 
|Morila   |  |          | 192.0 (2000  | ) |      |  | 23.45 |      |  |  | 31.31 | 
|Loulo    |  |          | 51.07 (2005  | ) |      |  | 33.96 |      |  |  | 57.89 | 
|Gounkoto |  |          | 74.02 (2011  | ) |      |  | 55.23 |      |  |  | 77.48 | 
|Kibali   |  |          | 113.14 (2011 | ) |      |  | 61.05 |      |  |  | 70.27 | 
|Tongon   |  |          | 132.7 (2010  | ) |      |  | 61.13 |      |  |  | 65.05 | 
|Group    |  |          |              |   |      |  | 52.69 |      |  |  | 64.04 | 



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Fighting the spread of HIV/AIDS



This year a total of
2,908 employees and sub-contractors were tested for HIV on a voluntary basis at our mine clinics. This was an encouraging increase
of over a quarter (27%) from the 2,298 tests carried out in 2012. VCTs are important because awareness helps to arrest the spread
of the disease and because treatments are generally more effective if they are administered early. There has been a 1% reduction
in employee HIV prevalence rates across the group. It is also encouraging that even though the workforce has grown, the number
of positive cases of HIV dropped from 101 to 95 cases. The total cost of our HIV/AIDS program was US$87,818 in 2013, the equivalent
of around US$6/employee/year. We distributed over 325,000 condoms in 2013 and continued to support peer education in local villages
with important constituents in the community such as sex workers and young men.



HIV prevalence among our employees is now
lower than the national average at three out of five of our mines, though it remains exceptionally high at Kibali. In part this
is due to a much higher HIV prevalence rate in the Province Orientale region (9.5%), where the mine is based, compared to the national
rate (3.5%). One of our priorities next year will be to channel efforts and additional resources into fighting the disease at Kibali.



|         |  | Baseline |                 |   | 2013 |  |       | 2012 |  |  | 2011  |  
|-------- |  | -------- | --------------- | - | ---- |  | ----- | ---- |  |  | ----- | -
|Morila   |  |          | 0.6 (2000       | ) |      |  | 1.85  |      |  |  | 1.44  |  
|Loulo    |  |          | 0.7-1.27(2005   | ) |      |  | 1     |      |  |  | 1     |  
|Gounkoto |  |          | 0.7 (2009       | ) |      |  | 1     |      |  |  | 1     |  
|Tongon   |  |          | 3.2 (2009       |   |      |  | 2.7   |      |  |  | 15    | *
|Kibali   |  |          | 17.7-37.6 (2008 | ) |      |  | 12.76 |      |  |  | 11.50 |  
|Group    |  |          |                 |   |      |  | 3     |      |  |  | 4     |  



| | * | The relatively high HIV prevalence
                                         rate at Tongon in 2012 is due to an unrepresentative sample that was taken among
                                         patients that the doctor judged to already have a high
                                         possibility of infection.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Managing
environmental impacts



Overview



The overall aim of
our environmental management activities is to effectively manage our environmental risks by minimizing negative impacts and maximizing
the long term benefits to our stakeholders. Our materiality assessment this year highlighted water pollution and cyanide management
as two of the top five highest priority material sustainability issues for us. We also see energy use, rehabilitation of disturbed
land and waste and dust management as priority risks to be managed.



We have Environmental
Management Systems (EMS) in place at each mine that set performance standards for managing our environmental risks and impacts.
The EMS at each site focus on the five priority issues identified above, together with those issues identified in the environmental
impact studies for each site, the requirements of relevant national legislation (in particular, general environmental legislation
and mining-specific legislation) and the IFC Performance Standards.



All our fully operational
sites are certified to the internationally recognized ISO 14001 environmental management standard, and we expect the Kibali mine
to be certified to ISO 14001 in 2015. In addition to the legal compliance audits we undertook as part of the ISO 14001 standard,
we also conducted independent audits to check our compliance with the IFC Performance Standards. We had no significant environmental
fines or non-monetary sanctions in 2013. We actively monitor our environmental performance. This enables us to continuously identify
opportunities for improvement and to act decisively in the event of an environmental incident. We also see the involvement of local
contractors and the local community as core to our environmental management approach.



Our ongoing processes
to monitor and measure our environmental impacts means we can intervene quickly to stop a negative trend becoming an ingrained
problem.



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Water
Management



Our policies and processes



Water is an essential
part of the gold mining process. It is used for power generation, dust suppression, processing, cooling, drinking and more. We
also produce large volumes of wastewater that we need to manage.



Water security is therefore
a key issue for our business. In areas of potential water scarcity such as West Africa, it is critically important that we work
closely with local communities and industry to ensure the requirements of all water users are met, and to minimize the potential
for conflict over water resources. This is particularly important given the likelihood of changing weather patterns due to climate
change. In contrast, in the DRC, the long wet seasons mean there is an abundance of water and our policy includes steps to prevent
flooding and accidental releases of process water.



At each mine, our water
use is set by permit arrangements with local authorities. Within the requirements of these permits, our policy is to use water
as efficiently as possible. At each mine we create a closed loop system that recycles as much water as possible without discharging
it to the environment. We have a corporate target to recycle 85% of grey water by 2015. High levels of water recycling save costs
and reduce the potential for uncontrolled discharge with the associated water contamination.



The slurry from our
mining process ends up in our TSFs and we take extra care to ensure there is minimal seepage from these facilities, using multiple
lines of defense in case of extreme weather. We use an experienced specialist company, Fraser Alexander, to manage these facilities.
An independent auditor regularly checks both the work of the specialist company and our management of them.



To ensure that we are
meeting our regulatory and our own policy commitments, we regularly monitor surface and groundwater for the risk of water pollution
and test drinking water on a monthly basis. Consistent with international standards and local legislation, we test for over 30
chemical elements including various heavy metals, cyanide and arsenic. In the DRC a government agency conducts an independent audit
of our monitoring processes every two years.



Performance assessment



We have significantly
increased our water recycling levels at all mines this year and recycled 91% of process water across the group, reaching our corporate
target to recycle at least 85% for the first time. This success has been the result of ongoing efforts to keep water recycling
‘front of mind’ with all staff and visitors at each mine. Additional solutions such as new pumps and improved pipelines
have also contributed to increased recycling levels at some mine sites.



In total our operations
consumed 11,850 ML of water, a slight increase on last year mitigated by the higher level of recycling. The 9% of water which was
not recycled was returned back into local water sources, and our regular testing of water quality showed no incidences of non-conformity
with national or IFC standards. Our water use stayed within the boundaries of our license conditions throughout the year and none
of our operations has been identified as being immediately under threat from water shortages. The quarterly audits of our TSFs
showed no major anomalies in the management and construction of our TSFs in 2013.



MinimiZing energy
use and emissions



Our policies and processes



Energy security - including
power supply and power costs - is critical to both our current and future projects. We are determined to improve energy security
by being as efficient as possible in our energy use and by exploiting a diverse mix of potential renewable energy sources. This
strategy reduces our costs, improves our security of supply and helps future proof our business for the potential impacts of climate
change.



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We have set a challenging
target to reduce our greenhouse gas emission intensity (that is the amount of greenhouse gas per production unit) by 47% by 2015,
compared to 2009 levels. This would mean achieving an emission intensity of 23.45 tonnes CO2-e/tonne ore milled in 2015.



Performance assessment



Despite significant
efforts to reduce energy use at some sites in 2013, our overall energy efficiency decreased this year from 36.7kWh/tonne ore milled
to 46.32kWh/tonne ore milled, contributing to an increased carbon footprint of 646,000 tonnes CO2-e . This leaves us
with much work to do to meet our 2015 emission intensity target. One of the reasons for these results was that energy use at Loulo
was much higher than anticipated due to the demands of the underground mining process, and because a blown transformer on the Ivorian
grid in December 2013 caused a spike in energy use at Tongon.



While our emissions
have not reduced by as much as we would like, this should not obscure the very significant efforts we have made to improve our
energy efficiency. We now have energy saving plans in place at all mines, led by our engineering teams. We have taken a variety
of actions to improve our energy efficiency including technical measures (e.g., improving our milling efficiency rates, using new
energy efficiency technologies), improving our operational practices (e.g., restricting the use of sump pumps) and engaging with
our employees (e.g., through energy efficiency awareness-raising programs such as our ’switching off switches’ campaign).
At the Loulo-Gounkoto complex alone these efforts have the potential to save almost 300,000kWh/month, an equivalent saving of around
US$200,000/month.



We made good progress
in 2013 in connecting Tongon to the national grid, following problems in 2012. The amount of grid energy supplied to the mine rose
by around 75% between October 2012 and 2013, reducing our power costs by well over 50%.



In 2014, one of our
areas of focus will be to improve management of peak loads. A great deal of energy is used in the start-up and operation of all
our diesel-powered generators, which are required when activity on the mine is at full capacity (peak load). However the energy
generated cannot always be stored and is sometimes wasted as activity declines. Therefore being smarter about how we manage changes
in electricity use at peak times, for example through better forecasting, should improve our energy efficiency.



Our energy costs, and
emissions targets will also be massively boosted next year by the provision of power to Kibali from the new 20MW Nzoro 2 hydropower
station, due to come online in April 2014. We have also begun an analysis of the potential use of solar power at all sites, which
will report and be acted on in 2014.



Cyanide
and WASTE management



Cyanide Management



Cyanide is used to
efficiently and cost-effectively extract gold from its host ore. This process can be toxic and can result in environmental and
human health problems if it is not very carefully managed. The responsible use and management of cyanide is therefore crucial to
our social licence to operate. In 2013 we launched a full review of the use of cyanide across all our operations. The aims of the
analysis were to ensure that our cyanide management practices continued to meet both the specific requirements for each country
and international best practices, and to highlight any areas where these standards were not met. Our analysis found that we fully
conformed to both relevant national standards and international best practices at all of our sites. However, we also concluded
that we needed to formalize our approach, improve our transparency and be able to provide tangible evidence of our commitment to
high standards and our performance. We therefore created an updated cyanide management code which defines the key principles and
practices in our use and disposal of cyanide. Our code covers all parts of the cyanide life cycle within our operations from production
to transportation, storage and usage.



In total the group
used 5,760 tonnes of cyanide in 2013. There were no reportable incidents relating to cyanide during the year. Handling, and storage
of cyanide have all been carefully maintained within our plants in 2013 and there have been no discharges above guidelines. The
only potential issue that emerged this year was a



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reading of slightly above the 50 parts
per million (ppm) level recommended by the IFC at the point of tailings deposition at Loulo and Tongon during the second quarter.
To tackle this we have plans to increase oxygen supply into the relevant Carbon in Leach (CIL) process. This intervention will
result in cyanide levels reducing to below 50ppm.



Waste Management



We have a waste management
plan for each mine. Our major waste, by volume, is the waste rock and tailings from our operations. The dumping of this overburden
and waste rock is carefully controlled by our geotechnical engineers with slopes shaped to the correct angles for stability, consistent
with IFC Performance Standards. Where necessary these dumps are covered with topsoil and then planted with indigenous grasses and
trees. This has the benefit of erosion control and mitigates dust pollution.



Our waste management
plans also cover the variety of other wastes (organic, inorganic and hazardous wastes) that we produce, describing how these are
to be handled, stored, separated, recycled, reused or disposed of. We pay particular attention to hazardous wastes (e.g. battery
waste, chemical and solvent waste, fluorescent lighting waste, and hydrocarbon waste) and ensure that these are disposed of in
accordance with all relevant national standards. For example, at all sites hydrocarbon waste collection, primarily used oil, is
outsourced to reputable service providers who remove the material from the sites.



Where possible we involve
local community members in waste management practices in order to transfer skills and technology with legacy planning in mind.
This includes use of a community-based enterprise at some mines which sorts metal waste and extracts value from it. Last year we
also created waste management committees in some of the villages around Loulo, engaged with school groups around Morila and worked
with NGO Swiss Contact to build local waste management skills. A focus for 2014 will be working with communities around Kibali
to raise their awareness of the benefits of recycling and waste management.



In total, we had 71.7Mt
of overburden and 13Mt of tailings in 2013. No waste, deemed hazardous under the Basel Convention, is transported, exported, imported
or treated by Randgold.



Land rehabilitation
and biodiversity



Our policies and processes



The act of open pit
or underground mining and its associated infrastructure inevitably impacts on the flora and fauna that share the land. We acknowledge
the reality of this and are committed to minimizing our negative impacts and to rehabilitating our sites to the highest levels
possible. We have a policy of constant rehabilitation while the mine is operational, which includes the propagation of indigenous
plant nurseries at each mine site. We have a Biodiversity Action Plan (BAP) in place at all mines. These delineate habitats and
land uses across the sites and detail the actions required to protect or restore habitats. We also have mine closure plans and
aim to fully rehabilitate our sites with indigenous vegetation once the mine closes. If land cannot be rehabilitated then we seek
to offset our impacts.



We monitor our progress by conducting baseline
surveys of the land at the feasibility stage and then by taking an annual satellite image of the mine so we can monitor changes
in vegetation and replace them as soon as is possible.



Performance assessment



We have delivered
on our commitment to put detailed BAPs and associated action plans in place at all sites operational since 2012 and these now
form the basis of a set of measures being implemented by our environmental management teams. We will measure success against
each BAP through follow up surveys every three to five years. In 2013 we planted almost 9,000 indigenous trees and opened a
23.5 hectare ecological center at Kibali. The center is now collecting and planting samples of all flora and fauna found in
the mine exclusion zone. At our Morila mine where honey production will be one of the post-closure sources of employment,
rehabilitation teams identified trees that flower several times a year and so will make more pollen available for honey
production. If land on our mines cannot be rehabilitated we aim to offset
the damage by creating or supporting a conservation area elsewhere. To honor this commitment in the DRC we held detailed discussions
throughout last year with the management of the Garamba National Park to agree an appropriate biodiversity offset project there.
These discussions are at an advanced stage. We expect that in 2014 we will be able to begin sponsoring projects that support the
protection of endangered species in the park.



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As shown in the table below, a relatively
small amount of land was rehabilitated in 2013, as with the exception of Morila all our mines are at a relatively early stage in
life and therefore at a disturbance rather than a rehabilitation phase. The amount of rehabilitation at Morila in 2013 was relatively
low because the mine’s infrastructure is being used to launch agribusiness enterprises.



Total land rehabilitated and disturbed



|         |  | Total hectares rehabilitated |     |  | Total hectares disturbed | 
|-------- |  | ---------------------------- | --- |  | ------------------------ | 
|         |  | 2013                         |     |  | 2012                     | 
|Morila   |  |                              | 4   |  |                          | 
|Loulo    |  |                              | 1.2 |  |                          | 
|Tongon   |  |                              | 0.6 |  |                          | 
|Gounkoto |  |                              | -   |  |                          | 
|Kibali   |  |                              | -   |  |                          | 
|Total    |  |                              | 5.8 |  |                          | 



Dust Management



Our policies and processes



Dust is generated from
many parts of our mines including the movement of large vehicles on dust roads, waste rock dumps and crushers. Levels of dust can
also be exacerbated in the dry season causing discomfort for people and livestock. We therefore have an active policy of measuring
and managing the amount of dust pollution on our sites. At each mine we have built an extensive network of monitoring stations
and control points that include dust buckets located across the mining right areas and in local villages. Particulate emissions
are monitored, recorded and reported to the relevant authorities. At each site efforts to manage dust include rehabilitation of
waste rock dumps and disturbed areas and spraying roads and crushers with water, molasses or other dust suppressants.



Performance assessment



We complied with all
local air quality standards in 2013. In total around ten separate products were used for dust suppression over 2013 including molasses,
duststop, and calcium or magnesium chloride. At Morila we experimented with a dust control measure using grass packing and a wind
break system, composed of straw hedges installed on the TSF. To restrict dust on untarmaced roads we introduced speed limits in
some areas and encouraged drivers to slow down.



Responding to environmental
incidents



A key performance indicator
for our environmental performance is the number of environmental incidents that occur. These range from Class 1 (most serious)
to Class 3 (minor) and are displayed in the table below.



For the fourth consecutive
year we had no Class 1 environmental incidents. However, we did experience a slight increase in Class 2 and 3 incidents. In part,
this increase can be attributed to the move from construction to operations at Kibali.The high number
of hydrocarbon spills in Mali also contributed to this increase which, as discussed earlier, was addressed through an audit process
and additional training. It should be noted that we regard Class 3 incidents as an early warning mechanism which when attended
to, can prevent more serious incidents from happening. Therefore, we do not see the slight increase in this number as necessarily
reflective of a negative trend in performance.



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|Environmental Incidents |  | Class 1* |   |  | Class 2** |  |   | Class 3*** | 
|----------------------- |  | -------- | - |  | --------- |  | - | ---------- | 
|                        |  | 2013     |   |  | 2012      |  |   | 2011       | 
|Loulo                   |  |          | - |  |           |  | - |            | 
|Gounkoto                |  |          | - |  |           |  | - |            | 
|Morila                  |  |          | - |  |           |  | - |            | 
|Tongon                  |  |          | - |  |           |  | - |            | 
|Kibali                  |  |          | - |  |           |  | - |            | 
|Total                   |  |          | - |  |           |  | - |            | 






| | * | Major incident resulting in death or injury or destruction of community property or husbandry.
| | - | ----------------------------------------------------------------------------------------------

| | ** | Medium incident involving material disruption to production or uncontrolled release of contaminated
effluent outside the boundary fence of the operation.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | *** | Minor incident involving controlled or uncontrolled release of effluent or pollutants within
the boundary of the operation.
| | --- | ---------------------------------------------------------------------------------------------------------------------------



Identifying our most
material sustainability issues



The successful delivery
of our business strategy depends on our ability to identify and respond to the most material sustainability risks and opportunities
that impact our business. This is especially important given vast and wide-ranging sustainability challenges in our host countries.
As part of developing our approach to sustainability, we have undertaken a thorough review of what our most material sustainability
issues are by engaging with both our internal and external stakeholders on this question. In keeping with the principles of the
Global Reporting Initiative, we define our most material issues with reference to our internal assessment of importance, and to
the views of our external stakeholders about the issues that affect their decisions about us. This helps us form a better view
of our external stakeholders’ opinions about what is important to them, which helps us with our planning. It also helps us
fulfill our commitment to produce this report in accordance with the Global Reporting Initiative’s latest guidelines for
sustainability reporting, known as G4.



The materiality analysis
produced a list of priority issues that reflect our most significant impacts, according to both internal and external stakeholders.



Our materiality analysis (which has also
been used to define our specific standards disclosures as part of the GRI G4 reporting framework) identified 19 material issues
for management and reporting. These are five of high impact and 14 of medium impact. We do not deem issues that fell outside of
this list to be unimportant.



High impact



The five issues that appeared in both internal
and external stakeholders’ top 10 most important issues and are therefore deemed to be the most ‘high impact’
material issues were:



| | § | safety;
| | - | -------

| | § | community engagement;
| | - | ---------------------

| | § | water pollution;
| | - | ----------------

| | § | cyanide management; and
| | - | -----------------------

| | § | local and national employment.
| | - | ------------------------------



Medium impact



Below are the 14 medium-impact issues that
were in the top third (13)* of either internal or external stakeholders’ lists:



| | § | energy use and efficiency;
| | - | --------------------------

| | § | bribery and corruption;
| | - | -----------------------

| | § | revenue transparency;
| | - | ---------------------



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| | § | local procurement and partner development;
| | - | ------------------------------------------

| | § | staff training and skills transfer;
| | - | -----------------------------------

| | § | legal compliance;
| | - | -----------------

| | § | resettlement and compensation (R&C);
| | - | ------------------------------------

| | § | environmental incidents;
| | - | ------------------------

| | § | community development and investment;
| | - | -------------------------------------

| | § | local economic development;
| | - | ---------------------------

| | § | waste management;
| | - | -----------------

| | § | HIV/AIDS;
| | - | ---------

| | § | malaria; and
| | - | ------------

| | § | occupational health.
| | - | --------------------

| | * | This excludes the issue of ‘indigenous populations’ which has been excluded due
to a lack of clarity over how this was defined resulting in it being misunderstood by external stakeholders. Something that will
be corrected next year.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



MARKETING



We derive the majority
of our income from the sale of gold produced by Morila, Loulo, Gounkoto, Tongon and Kibali in the form of doré, which we
sell under agreement to a refinery. Under these agreements, we receive the ruling gold price on the day after dispatch, less refining
and freight costs, for the gold content of the doré gold. We have only one customer with whom we have an agreement to sell
all of our gold production. The “customer” is chosen periodically on a tender basis from a selected pool of accredited
refineries and international banks to ensure competitive refining and freight costs. Unlike other precious metal producers, gold
mines do not compete to sell their product given that the price is not controlled by the producers.



PROPERTY



Our active mining areas
comprise of the Morila mining permit of 200km2, the Loulo mining permit of 263km2, the Gounkoto mining permit
of 100km2, the Tongon mine located within the 751km2Nielle exploitation permit and the Kibali mine located
within the 10 mining permits which make up the Kibali mine and cover 1,836km2. Our exploration permits are described
under the subheading “Mineral Rights and Permits” in this report.



We also lease offices
in Abidjan, Côte d’Ivoire; Bamako, Mali; Dakar, Senegal; Entebbe, Uganda; St. Helier, Jersey; Johannesburg,
South Africa; Kinshasa, DRC; and London, United Kingdom.



LEGAL PROCEEDINGS



As at December 31,
2013, the group had received claims for various taxes from the State of Mali totaling $123.1 million, in respect of the Loulo,
Gounkoto and Morila mines together with Kankou Moussa SARL, its Malian gold sales operation. Having taken professional advice,
the group considers the claims to be wholly without merit or foundation and is strongly defending its position, including following
the appropriate legal process for such disputes in Mali. Somilo, Société des Mines de Gounkoto SA and Société
des Mines de Morila SA have legally binding Establishment Conventions which guarantee fiscal stability, govern the taxes applicable
for the companies and allow for international arbitration in the event that a dispute cannot be resolved in the country. On November
25, 2013, Somilo instigated arbitration proceedings against the State of Mali pursuant to the terms of Somilo’s Establishment
Convention at the International Center for Settlement of Investment Disputes in respect of US$60.9 million. Management continues
to engage with the Malian authorities at the highest level to resolve this issue and the other unresolved tax claims. However,
it may be necessary to instigate additional arbitration proceedings to resolve these disputes.



Other than as disclosed
above we are not party to any material legal or arbitration proceedings, nor is any of our property the subject of pending material
legal proceedings.



HEALTH AND SAFETY REGULATIONS



Mali



The primary laws, regulations
and standards governing Safety and Health in our Malian operations are as follows:



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| | • | Law 1992-020 Code du travail (the “Labor Code”);
| | - | ------------------------------------------------



| | • | Ordonnance No. 99-032 le code minier, Ordonnance 200-013 le code minier modifications 2000
(the “Mining Code”);
| | - | ---------------------------------------------------------------------------------------------------------------



| | • | Decree No. 91-278 / PM-RM Approving the Establishment Agreement Covering Research and Mining
in the Republic of Mali (the “Decree”);
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| | • | Code de la Sécurité (“INPS—Institut National de Prévoyance Sociale”);
| | - | ---------------------------------------------------------------------



| | • | Sécurité Sociale du Mali (“Social Security Code”); and
| | - | ------------------------------------------------------



| | • | Convention Collective (“National Collective Agreement for the Mining Industry”).
| | - | --------------------------------------------------------------------------------



Labor Code



The Labor Code provides
generally for the following:



| | • | General provision for protection, prevention and hygiene;
| | - | ---------------------------------------------------------



| | • | Dangerous goods handling;
| | - | -------------------------



| | • | Employer responsibility regarding safety and health (implementation of safety system);
| | - | --------------------------------------------------------------------------------------



| | • | Labor inspector duty (control of employer safety system);
| | - | ---------------------------------------------------------



| | • | Injury notification to Labour Inspector within 48 hours;
| | - | --------------------------------------------------------



| | • | Requirement to ensure medical service on site;
| | - | ----------------------------------------------



| | • | Medical leave (up to 12 months) and medical separation compensation; and
| | - | ------------------------------------------------------------------------



| | • | Establishment of a Joint Management and employees health and safety committee.
| | - | ------------------------------------------------------------------------------



Mining Code



The Mining Code provides
generally for an Occupational Health and Safety Committee (Joint management and employee safety committee), Personal Protective
Equipment or PPE, safety guide, emergency procedure, means of education and sensitization, employees obligation regarding occupational
health.



The Decree



The Decree provides
generally for the following:



| | • | Must carry out research or mining work to ensure the safety and health of the public;
| | - | -------------------------------------------------------------------------------------



| | • | Must inform the local administrative authorities and the Director in the event of a fatal accident
or serious injury or any natural phenomenon which may have an adverse effect on the safety of the area, the safety and hygiene
of the personnel or conservation of the mine, neighboring mines or public roads; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | In the case of imminent danger or an accident, the local administrative
authorities and the Director may requisition the necessary material and personnel to alleviate the danger, at the expense of the
mining company.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Code de la Sécurité (INPS
– Institut National de Prévoyance Sociale)



The Code de la Sécurité
provides generally for the following:



| | • | Requirement to have medical service on work site for occupational
health and primary health care purposes;
| | - | ----------------------------------------------------------------------------------------------------------



| | • | Requirement for pre-employment medical check;
| | - | ---------------------------------------------



| | • | Requirement for periodical medical check of employees;
| | - | ------------------------------------------------------



| | • | Requirement for general hygiene (ablutions, change house, potable water, workplace);
| | - | ------------------------------------------------------------------------------------



| | • | Protection against injury, environmental pollutants, occupational disease);
| | - | ---------------------------------------------------------------------------



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| | • | Ergonomic conditions;
| | - | ---------------------



| | • | Notification of occupational disease to the employer by the occupational health practitioner;
| | - | ---------------------------------------------------------------------------------------------



| | • | Requirement for first aid training for one employee per section of work or shift;
| | - | ---------------------------------------------------------------------------------



| | • | Requirement for compensation in case of debilitating injury, occupational disease;
| | - | ----------------------------------------------------------------------------------



| | • | Requirement for notifying injury and or occupational disease to INPS/Labor inspection; and
| | - | ------------------------------------------------------------------------------------------



| | • | Redeployment of employee following injury and/or occupational disease.
| | - | ----------------------------------------------------------------------



Morila, Loulo and Gounkoto
have a Hygiene and Security Committee made up of elected labor and specialist management representatives, as outlined in the respective
labor code. This committee designates, from its members, a consultative technical sub-committee charged with the elaboration and
application of a concerted policy of improvement of health and security conditions at work. Its composition, attributions and operational
modalities are determined by legal provisions and regulations.



The chairman of this
committee coordinates monthly committee meetings, sets the agendas with his secretariat, monitors resolutions and signs off on
committee determinations.



The committee’s
secretariat ensures under the supervision of the chairman that:



| | • | follow-up activities such as action resulting from the regular surveys and inspections are carried
out; and
| | - | -----------------------------------------------------------------------------------------------------------



| | • | health and safety manuals and updates are distributed, posters are posted on notice boards and
safety committee minutes and reports are distributed.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------



Each mine’s medical
officer sits on the Hygiene and Security Committee and advises on the following:



| | • | working conditions improvements;
| | - | --------------------------------



| | • | general hygiene on the operation;
| | - | ---------------------------------



| | • | ergonomics;
| | - | -----------



| | • | protection of workers safety in the workplace; and
| | - | --------------------------------------------------



| | • | medical checks and eye and ear testing.
| | - | ---------------------------------------



The Hygiene and Security
Committee forms, from within its membership, two consultative commissions, the Commission of Inquiry and the Educational Commission.
The Commission of Inquiry:



| | • | investigates accidents and makes recommendations to avoid repetitions;
| | - | ----------------------------------------------------------------------



| | • | ensures plant, machinery and equipment have adequate protection to avoid injury; and
| | - | ------------------------------------------------------------------------------------



| | • | updates and revises safety and health manuals.
| | - | ----------------------------------------------



The Educational Commission:



| | • | provides information and training on safe practices and potential risks;
| | - | ------------------------------------------------------------------------



| | • | provides first aid training;
| | - | ----------------------------



| | • | administers and promotes the safety suggestion scheme; and
| | - | ----------------------------------------------------------



| | • | explains, where necessary, the contents of the safety and health manual.
| | - | ------------------------------------------------------------------------



All employees are covered
by the state’s social security scheme and our medical reimbursement scheme, that reimburses a large portion of expenses related
to medical treatment and medicines. Dental and optical expenses are also covered to 50%.



No post-employment
medical aid liability exists for the group.



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Côte d’Ivoire



The primary laws, regulations
and standards governing Safety and Health in our Côte d’Ivoire operations is the Mining Code (95-553) of July 15,
1995.



The Mining Code provides
generally for the following:



| | • | Any individual or legal entity carrying out works for prospecting or mining mineral substances
is required to undertake such works in a way that the safety of the people and goods is assured;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Must adopt and comply with internal regulations concerning safety and specific hygiene measures,
subject to approval by the Mining Authority;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



| | • | Any accident in a mine or quarry or in their dependencies and any identified cause of accident
must be reported to the Mining Authority as soon as possible; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | In case of impending danger or accident in a mine, mining engineers and other authorized agents
of the Mining Authority must take all necessary measures, at the expense of the individual or legal entity, to stop the danger
and prevent it from occurring again.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



DRC



The Mining Code, Law
No. 007/2002 signed into law on July 11, 2002, and its ancillary Mining Regulation, adopted in 2003, is the primary statute
forming the legal basis for mining activities in the DRC. Articles relating to social and environmental impact studies are listed
below:



Key Environmental Legislation in the DRC
by aspect General environment



| | • | Arrêté Ministériel No. 043 of December 8, 2006 and No. 08 of
April 3, 2007
| | - | --------------------------------------------------------------------------



| | • | Ordinance No. 07/018 of May 16, 2007
| | - | ------------------------------------



Soils and land use



| | • | Article 28 (Topography, Geology and Land Use) from Chapter II of Schedule IX, Mining Regulations,
Decree No. 038/2003 of March 26, 2003
| | - | ---------------------------------------------------------------------------------------------------------------------------------------



| | • | Article 75 (Dead Ground Management) of Chapter V of Schedule IX, Mining Regulations, Decree No.
038 / 2003 of March 26, 2003
| | - | ----------------------------------------------------------------------------------------------------------------------------



Water



| | • | Decree of May 6, 1952 on water
| | - | ------------------------------



| | • | Ordinance 52-443 of December 21, 1952
| | - | -------------------------------------



| | • | Regulation on lake and watercourse contamination and pollution of July 1, 1914
| | - | ------------------------------------------------------------------------------



| | • | Article 30 to 33 from Chapter II of Schedule IX, Mining Regulations, Decree No. 038 / 2003
of March 26, 2003
| | - | ------------------------------------------------------------------------------------------------------------



| | • | Articles 53 to 74 of Schedule IX of the Mining Regulations, Decree No. 038 / 2003 of March 26,
2003
| | - | ---------------------------------------------------------------------------------------------------



Climate and air quality



| | • | Article 29 (Climate and Air Quality) of Schedule IX of the Mining Regulations, Decree No. 038
/ 2003 of March 26, 2003
| | - | ----------------------------------------------------------------------------------------------------------------------



| | • | Articles 49 to 52 of Schedule IX of the Mining Regulations, Decree No. 038 / 2003 of March 26,
2003
| | - | ---------------------------------------------------------------------------------------------------



Biodiversity and protected areas



| | • | Forest Code (Law 011 2002 of 28 May 2002)
| | - | -----------------------------------------



| | • | Regulation No. 69-041 of 22 August 1969
| | - | ---------------------------------------



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| | • | Regulation No. 79-244 of 16 October 1997 (Amended 1995 and 1996)
| | - | ----------------------------------------------------------------



| | • | Law No. 75-023 of July 22, 1975 and Regulation No. 78-190 of May 5, 1978
| | - | ------------------------------------------------------------------------



| | • | Articles 34 to 37 (Biological Environment) of Schedule IX of the Mining Regulations, Decree No. 038
/ 2003 of March 26, 2003
| | - | ----------------------------------------------------------------------------------------------------------------------------



| | • | Schedule XII of the Mining Regulations, Decree no. 038 / 2003 of March 26, 2003
| | - | -------------------------------------------------------------------------------



Noise and vibrations



| | • | Schedule XIII of the Mining Regulations, Articles 1 to 6
| | - | --------------------------------------------------------



| | • | Articles 46 to 48 from Chapter II of Schedule IX, Mining Regulations, Decree No. 038/2003
of March 26, 2003
| | - | -----------------------------------------------------------------------------------------------------------



Cultural heritage



| | • | Ordinance 70-089 of 11 March 1970
| | - | ---------------------------------



| | • | Ordinance 71-016 of 15 March 1971
| | - | ---------------------------------



| | • | Article 46 of the Constitution of the DRC of February 18, 2006
| | - | --------------------------------------------------------------



| | • | Articles 205 and 206 of the Mining Code and Regulations
| | - | -------------------------------------------------------



Resettlement



| | • | Code Foncier Immobilier et Régime des Sûretés, April 5, 2006
| | - | ------------------------------------------------------------



Artisanal mining



| | • | Articles 223, 224, 232, 233, 416, 417 and 575 of the Mining Regulations, Decree No. 038/2003
of March 26, 2004
| | - | --------------------------------------------------------------------------------------------------------------



Mining code



Mining articles which were taken into account
for the Kibali mining project include the following:



| | • | Article 15 of the DRC Mining Code confers the responsibility on the Department in charge of Protection
of the Environment, within the Ministry of Mines, in conjunction with other government departments, of environmental protection
including the technical evaluation of the EIS and EMP of the project and the Mitigation and Rehabilitation Plan (“MRP”).
The Mining Code is supported by the mining regulations.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Article 42 requires that, and provides the framework within which, the EIS and EMP for a new mining
right is evaluated.
| | - | -----------------------------------------------------------------------------------------------------------------------



| | • | Article 50 defines the scope of a mineral exploration license. The undertaking of exploitation
activities on an exploration permit is prohibited. The holder of an exploration license, however, has the exclusive right to apply
for the conversion to an exploitation license during the validity period of the exploration license.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Article 69 requires that an applicant for an exploitation permit submits an EIS and EMP for the
project and approval of said documents are required for granting of the exploitation license in terms of article 71.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Article 277 regulates works required between adjacent mines, and should such works be required,
the title owners cannot object to them and payment of costs will be pro-rata.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Article 279 stipulates the restrictions on the occupation of land and requires consent before any
area within 180m from temporary or permanently occupied buildings, 45m from ploughed land and 90m from land used for breeding cattle
or with a reservoir; dam or private water reserve is occupied.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Compensation for use of the land is regulated by articles 280 and 281.
| | - | ----------------------------------------------------------------------



| | • | Article 283 determines the authorized activities within the exploitation right and adjacent areas.
| | - | --------------------------------------------------------------------------------------------------



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| | • | Article 294 allows for the confiscation of the provision for rehabilitation by the court should
the owner fail to adhere to the provisions of the EMPP at completion of the exploitation works.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Safety Performance



Officials from the
Labour Ministry, INPS and officials from the Ministry of Mines regularly visit and audit our operations. Both Morila and Loulo
have received safety awards and commendations from INPS.



The national statistics
in the countries of West Africa in which we operate are not generally available, with only fatalities cases and lost time/compensable
injuries being reported.



Our safety programs
are based on the outcome of the risk assessment and continual improvement strategy. The statistical measures we use to monitor
our performance, such as LTIFR, are based on international good practice (OHSAS 18001) which we believe is the most accepted by
our peers and best standard specification for such statistics.



We are progressing
with the implementation of occupational health and safety assessment series OHSAS 18001 at all of our operations as part of our
health and safety strategy to continuously improve safety in our operations. All our mines are now certified to OHSAS 18001 standard
with the exception of Kibali which became operational in 2013 and will apply for its certification in 2015.



See “Social Responsibility
and Environmental Sustainability.”



C. ORGANIZATIONAL STRUCTURE

The following table identifies our subsidiaries
and joint ventures and our percentage ownership in each subsidiary or joint venture:



|Countries of Incorporation Name of Company |  | % effectiveownership |      
|------------------------------------------ |  | -------------------- | -----
|Jersey                                     |  |                      |      
|Randgold Resources Limited                 |  |                      | —    
|Randgold Resources (Burkina) Limited       |  |                      | 100  
|Randgold Resources (Côte d’Ivoire) Limited |  |                      | 100  
|Randgold Resources (Kibali) Limited        |  |                      | 100  
|Randgold Resources (DRC) Limited           |  |                      | 100  
|Randgold Resources (Secretaries) Limited   |  |                      | 100  
|Randgold Resources (Mali) Limited          |  |                      | 100  
|Randgold Resources (Senegal) Limited       |  |                      | 100  
|Randgold Resources (Somilo) Limited        |  |                      | 100  
|Randgold Resources T1 Limited              |  |                      | 100  
|Randgold Resources T2 Limited              |  |                      | 100  
|Randgold Resources (Gounkoto) Limited      |  |                      | 100  
|Mining Investments (Jersey) Limited        |  |                      | 100  
|Isiro (Jersey) Limited                     |  |                      | 51   
|Morila Limited                             |  |                      | 50   
|Moto (Jersey) 1 Limited                    |  |                      | 50   
|Moto (Jersey) 2 Limited                    |  |                      | 50   
|RAL 1 Limited                              |  |                      | 50.1 
|Kibali (Jersey) Limited                    |  |                      | 50   
|Kibali 2 (Jersey) Limited                  |  |                      | 50   
|Kibali Services Limited                    |  |                      | 50   
|KAS 1 Limited                              |  |                      | 25.05
|Australia                                  |  |                      |      
|Moto Goldmines Australia (Pty) Limited     |  |                      | 50   
|Border Energy (Pty) Ltd                    |  |                      | 50   
|Westmount Resources NL                     |  |                      | 50   
|Border Resources NL                        |  |                      | 50   



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|Countries of Incorporation Name
    of Company |  | % effective
    ownership |    
|---------------------------------------------- |  | ------------------------- | ---
|Burkina Faso                                   |  |                           |    
|Randgold Resources Burkina Faso SARL           |  |                           | 100
|Canada                                         |  |                           |    
|Moto Goldmines Limited                         |  |                           | 50 
|0858065 BC Limited                             |  |                           | 50 
|Côte d’Ivoire                                  |  |                           |    
|Randgold Resources (Côte d’Ivoire) SARL        |  |                           | 100
|Société des Mines de Tongon SA                 |  |                           | 89 
|Democratic Republic of Congo                   |  |                           |    
|Kibali Goldmines SPRL                          |  |                           | 45 
|Amani Gold SPRL                                |  |                           | 50 
|Blue Rose SPRL                                 |  |                           | 50 
|Gorumbwa Mining SPRL                           |  |                           | 50 
|Rambi Mining SPRL                              |  |                           | 50 
|Randgold Resources Congo SPRL                  |  |                           | 100
|Tangold SPRL                                   |  |                           | 50 
|KGL Isiro SARL                                 |  |                           | 51 
|Kibali Gold SPRL                               |  |                           | 50 
|Mali                                           |  |                           |    
|Randgold Resources Mali SARL                   |  |                           | 100
|Société des Mines de Morila SA                 |  |                           | 40 
|Société des Mines de Loulo SA                  |  |                           | 80 
|Kankou Moussa SARL                             |  |                           | 75 
|Société des Mines de Gounkoto SA               |  |                           | 80 
|South Africa                                   |  |                           |    
|Seven Bridges Trading 14 (PTY) Limited         |  |                           | 100
|Tanzania                                       |  |                           |    
|Randgold Resources Tanzania (T) Limited        |  |                           | 100
|The Netherlands                                |  |                           |    
|Kibali Cooperatief UA                          |  |                           | 50 
|Uganda                                         |  |                           |    
|Border Energy East Africa (Pty) Limited        |  |                           | 50 
|United Kingdom                                 |  |                           |    
|Randgold Resources (UK) Limited                |  |                           | 100



D. PROPERTY, PLANT AND EQUIPMENT



For a discussion of
our principal properties, including mining rights and permits, see “PART I. Item 4. Information on the Company –
A. History and Development of the Company” and “PART I. Item 4. Information on the Company – B. Business
Overview”. We have all material legal rights necessary to entitle us to exploit such deposits over the remaining life of
mines which are estimated in respect of the Morila mine in Mali to 2017, Loulo in Mali to 2028, Tongon in Côte d’Ivoire
to 2020, Gounkoto in Mali to 2025 and Kibali in DRC to 2031.



The exploration permits
in Côte d’Ivoire, Mali, Senegal, Burkina Faso and DRC give us the exclusive right for a fixed time period, which is
open to renewal, to prospect on the permit area.



Once a discovery is
made, we, as the permit holder, then commence negotiations with the respective governments as to the terms of the exploration or
mining concession. Depending on the country, some of the terms are more open to negotiation than others, but the critical areas
which can be agreed to are the government’s interest in the mine, taxation rates and taxation holidays, repatriation of profits
and the employment of expatriates and local labor.



Item 4A. Unresolved Staff
Comments



None.



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Item 5. Operating and Financial
Review and Prospects



Statements in this
Annual Report concerning our business outlook or future economic performance; anticipated revenues, expenses or other financial
items; and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters,
are “forward-looking statements” as that term is defined under the United States Federal securities laws. Forward-looking
statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those
stated in such statements. Factors that could cause or contribute to such differences include, but are not limited to, those set
forth under “PART I. Item 3. Key Information – D. Risk Factors” in this Annual Report as well as those discussed
elsewhere in this Annual Report and in our other filings with the Securities and Exchange Commission.



General



We earn substantially
all of our revenues in US dollars and a large proportion of our costs are denominated or based in US dollars. We also have South
African Rand, Euro, Communauté Financière Africaine franc, Congolese franc and Pound Sterling denominated costs,
which are primarily wages and material purchases. A large portion of our capital commitments for 2014 are denominated in South
African Rand and Euros and relate to the Loulo and Kibali mines.



Impact of Malian, Côte d’Ivoire
and DRC Economic and Political Environment



We are a Jersey incorporated
company and are subject to income tax at a rate of zero percent in Jersey. Our current significant operations are located in Mali,
Côte d’Ivoire and the DRC and are therefore subject to various economic, fiscal, monetary and political policies and
factors that affect companies operating in Mali, Côte d’Ivoire and the DRC as discussed under “PART I. Item 3.
Key Information – D. Risk Factors – Risks Relating to Our Operations”.



Impact of Favorable Tax Treaties



We are subject to corporate
tax at a rate of zero percent in Jersey. Société des Mines de Loulo SA benefited from a five year tax holiday until
November 7, 2010. Société des Mines de Tongon SA also benefits from a five year tax holiday in Côte d’Ivoire
which commenced on December 1, 2010. The Gounkoto convention was signed in March 2012. In terms of this convention Gounkoto
benefitted from an initial corporate tax exoneration of two years which expired in June 2013, with an opportunity to extend this
to five years in the event of further investment such as an underground mine as discussed under “PART I. Item 3. Key
Information – D. Risk Factors – Risks Relating to Our Operations”. The benefit of the tax holidays to the group
was to increase its net profit by $31.3 million, $110.5 million and $116.9 million for the years ended December 31, 2013,
2012 and 2011, respectively.



Under Malian tax law,
income tax is based on the greater of 30% of taxable income or 0.75% of gross revenue. Under Ivorian tax law, income tax is based
on the greater of 25% of taxable income or 0.5% of gross revenue.



The Loulo, Tongon and
Gounkoto operations have no assessable capital expenditure carry forwards or assessable tax losses, as at December 31, 2013,
2012 and 2011 respectively, for deduction against future mining income. The group’s share as profits from equity accounted
joint ventures is stated net of US$7.4 million (2012: US$20.5 million; 2011: US$25.3 million) of current and deferred tax charges
primarily in respect of Morila and Kibali.



Revenues



Substantially all of
our revenues are derived from the sale of gold. As a result, our operating results are directly related to the price of gold. Historically,
the price of gold has fluctuated widely. The gold price is affected by numerous factors over which we have no control. See “PART
I. Item 3. Key Information – D. Risk Factors – Risks Relating to Our Operations – The profitability of our
operations, and the cash flows generated by our operations, are affected by changes in the market price for gold which in the past
has fluctuated widely”.



We have in previous
years followed a hedging strategy the aim of which is to secure a minimum price which is sufficient to protect us in periods of
significant capital expenditure and debt finance, while at the same time allowing significant exposure to the spot gold price.



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Significant changes
in the price of gold over a sustained period of time may lead us to increase or decrease our production, which could have a material
impact on our revenues.



Our Realized Gold Price



The following table
sets out the average, high and low afternoon London Bullion Market fixing price of gold and our average US dollar realized gold
price during the years ended December 31, 2013, 2012 and 2011.



|                            |  | Year
    Ended December 31, |      
|--------------------------- |  | --------------------------- | -----
|                            |  |                             |      
|                            |  | 2013                        |      
|                            |  |                             |      
|Average                     |  |                             | 1,411
|High                        |  |                             | 1,694
|Low                         |  |                             | 1,192
|Average realized gold price |  |                             | 1,376










| | (1) | Our average realized gold price differs from the average gold price as a result of the timing of
our gold deliveries for each year.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------



Costs and Expenses



Our operations currently
comprise five operations. Mining operations at Loulo, Gounkoto, Tongon, Kibali* and, Morila*. are being conducted by contractors
and managed by the company. Morila is currently processing stockpiles only as mining ceased in April 2009. Milling operations are
undertaken by the group’s own employees. Total cash costs in the year ended December 31, 2013, as defined by guidance
issued by the Gold Institute, made up approximately 79% of total costs and expenses and comprised mainly mining and milling costs,
including labor and consumable stores costs. Consumable stores costs include diesel and reagent costs. Contractor costs represented
47 % of total cash costs, with diesel and reagent costs making up 18 % of total cash costs. Direct labor costs accounted for approximately
6 % of total cash costs. For a definition of total cash costs, please refer to “PART I. Item 3. – Key Information.”



The price of diesel
for the Loulo, Gounkoto, Kibali, Morila, and Tongon operations increased from 2012 to 2013. Should prices increase further, this
could significantly impact total cash costs mainly as a result of the high volume of diesel consumed to generate power and to run
the mining fleet. A significant portion of the costs at Loulo, Gounkoto, Tongon and Morila are denominated in CFA, which has a
fixed exchange rate to the Euro. A significant portion of our costs at Kibali are denominated in ZAR. Therefore, costs are exposed
to fluctuations in the Euro/dollar exchange rate, as well as the ZAR/dollar exchange rate. The Euro/dollar exchange rate was higher
in 2013, compared to 2012, whilst the ZAR/dollar exchange rate was lower in 2013, compared to 2012 The remainder of our total costs
and expenses consists primarily of amortization and depreciation, exploration costs, exchange losses, interest expense and general
administration or corporate charges.



*Following the
introduction and adoption of IFRS 11 Joint arrangements, the group changed its accounting policy on joint ventures from January
1, 2013, Kibali and Morila are being equity accounted. Refer to pages F-8 to F-12 of this Annual Report for further
details).



Looking Forward



The past year saw a
big step-up in production across the group, resulting in production increasing by 15%. Looking ahead, the group continues to forecast
an increasing production profile over the next five years. In 2014, the group forecast production is estimated at 1.13Moz to 1.20Moz
which is a 24%-30% increase over 2013. Continued growth in production over the next five years is forecast from increasing grades
at the Loulo-Gounkoto complex and increasing recoveries and throughput at Tongon, with Kibali projected to add significantly to
production in 2014, its first full year of production. The grade of the ore mined is expected to be relatively consistent across
the year, with a slight increase towards the end of the year resulting from the ore mined from the Morila pushback. Production
should increase from the second quarter once the sulphide mill stream has been commissioned at Kibali.



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Management is targeting
total cash cost per ounce for the group, after royalties, of between US$650/oz and US$700/oz for 2014, assuming current prevailing
gold and oil prices and euro-dollar exchange rates, which have a significant impact on operating costs.



Given our commitment
to growing through discovery and development, the company will continue to commit significant expenditure to exploration, with
corporate and exploration expenses of approximately US$60 million anticipated.



Although lower than
2013, significant capital expenditure will be incurred across the group during the year to support the planned continued growth
in production, especially at Kibali of approximately US$310.0 million (100% of project), and the ongoing development of
the underground mines at Loulo, including the paste backfill plant, where total capital at the Loulo-Gounkoto complex is forecast
at US$140.0 million.



Project and sustaining
capital at Tongon, including the flotation circuit expansion, is estimated at US$25.0 million, and US$20.0 million
at Morila (100% of project), including US$10.0 million of preproduction costs in respect of the Pit 4S pushback with the
balance focused on the TSF retreatment project. Consequently, total capital expenditure for 2014, including our attributable share
of joint ventures, is expected to be approximately US$340.0 million.



Randgold continues
to maintain its focus on organic growth through discovery and development of world class orebodies, and has a pipeline of high
quality projects and exploration targets. Notwithstanding this core strategy, management routinely reviews corporate and asset
acquisition opportunities, focused on gold in Africa.



Critical Accounting Policies



Our significant accounting
policies are more fully described in Note 2 and Note 3 to our consolidated financial statements. Some of our accounting
policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating
financial estimates. Refer to Note 3 on pages F-26 to F-29 of this Annual Report for disclosure of critical accounting
estimates and judgments. By their nature, these judgments are subject to an inherent degree of uncertainty and are based on our
historical experience, terms of existing contracts, management’s view on trends in the gold mining industry and information
from outside sources. The audit committee considered and approved the key estimates and accounting policies.



The critical accounting
estimates and judgements as detailed in note 3 on pages F-26 to F-29 are listed as follows:



| | · | TVA
| | - | ---

| | · | Corporation tax claims
| | - | ----------------------

| | · | Carrying values of property, plant and equipment and joint venture investments
| | - | ------------------------------------------------------------------------------

| | · | Capitalization and depreciation
| | - | -------------------------------

| | · | Gold price assumptions for reserves determination
| | - | -------------------------------------------------

| | · | Determination of ore reserves
| | - | -----------------------------

| | · | Future rehabilitation obligations
| | - | ---------------------------------

| | · | Stockpiles, gold in process and product inventories
| | - | ---------------------------------------------------

| | · | Post production open cast mining stripping
| | - | ------------------------------------------

| | · | Exploration and evaluation expenditure
| | - | --------------------------------------

| | · | Share-based payments
| | - | --------------------



Recent accounting pronouncements



The IASB has issued
the following new standards, amendments to published standards and interpretations to existing standards with effective dates on
or prior to January 1, 2013 which have been adopted by the group for the first time this year.



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|        |  |                                                                   |  | Effective periodcommencing on or after |  | Impact on Group                        
|------- |  | ----------------------------------------------------------------- |  | -------------------------------------- |  | ---------------------------------------
|IAS 1   |  | Amendment – Presentation of Items of Other Comprehensive Income   |  | July 1, 2012                           |  | No material impact, disclosures amended
|IFRS 10 |  | Consolidated Financial Statements                                 |  | January 1, 2013                        |  | No material impact                     
|IFRS 11 |  | Joint Arrangements                                                |  | January 1, 2014                        |  | Yes                                    
|IFRS 12 |  | Disclosure of Interests in Other Entities                         |  | January 1, 2013                        |  | No material impact, disclosures amended
|IFRS 13 |  | Fair Value Measurement                                            |  | January 1, 2013                        |  | No material impact                     
|IFRS 7  |  | Disclosures—Offsetting Financial Assets and Financial Liabilities |  | January 1, 2013                        |  | No material impact, disclosures amended
|IAS 27  |  | Amendment – Separate Financial Statements                         |  | January 1, 2013                        |  | No material impact                     
|IAS 28  |  | Amendment – Investments in Associates and Joint Ventures          |  | January 1, 2013                        |  | No material impact                     
|IFRS 1  |  | Amendment - Government Loans                                      |  | January 1, 2013                        |  | No material impact                     
|IAS 19  |  | Amendment – Employee Benefits                                     |  | January 1, 2013                        |  | No material impact                     
|        |  | Annual improvements to IFRSs (2009–2011 Cycle)                    |  | January 1, 2013                        |  | No material impact                     



Refer to Note 2 beginning
on page F-7.



Standards effective in future periods

Certain new standards, amendments and
interpretations to existing standards have been published that are relevant to the Group’s activities mandatory for the Group’s
accounting periods beginning after January 1, 2013 or later periods and which the Group has decided not to adopt early. These are:



|       |                                                       |  | Effective periodcommencingon or after
|------ | ----------------------------------------------------- |  | -------------------------------------
|IAS 32 | Offsetting Financial Assets and Financial Liabilities |  | January 1, 2014                      
|IFRS 9 | Financial Instruments                                 |  | No effective date                    





The
group is currently assessing the impact of these standards on the financial statements. The amendment to offsetting financial assets
and financial liabilities provides that rights to offsets financial assets and financial liabilities must continue in normal business,
default or insolvency events.



A. OPERATING RESULTS



Our operating and financial
review and prospects should be read in conjunction with our consolidated financial statements, accompanying notes thereto, and
other financial information appearing elsewhere in this Annual Report.



The information below includes non-GAAP measures,
which include 100% of the results of the group’s Loulo, Gounkoto and Tongon gold mines, together with its 45% share of Kibali
gold mine and 40% share of Morila gold mine. Refer to explanation of non-GAAP measures provided in the section “Non-GAAP
Measures” above. Non-GAAP measures are identified when used. Comparative IFRS financial information used in this section
has been adjusted for the retrospective impact of IFRS 11 Joint arrangements and is denoted ’+’. Following the introduction
and adoption of IFRS 11 Joint arrangements, the group changed its accounting policy on joint ventures from January 1, 2013 with
prior periods 2011 and 2012 adjusted accordingly (refer to pages F-8  to F-12 of this Annual Report for further details.



Years Ended December 31, 2013 and 2012



Total Revenue



Gold sales (non-GAAP) for the year ended
31 December 2013 of US$1.3 billion were in line with the previous year as a result of a 16% increase in ounces sold offset by
a 17% decrease in the average gold price received of $1,376/oz (2012: $1,660/oz). The increase in ounces sold was partly
attributable to the start of production at Kibali, as noted above, as well as higher grades and recoveries at the Loulo-
Gounkoto complex.



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Total IFRS revenues from
gold sales for the year ended December 31, 2013 decreased by $45.4 million, or 4%, from $1,183.1 million+ to $1,137.7 million.



Other Income



Other income of $6.0 million
for the year ended December 31, 2013 compared to $12.6 million for the year ended December 31, 2012. Other income includes
management fees in respect of Kibali and Morila of $6.0 million (2012: $7.5 million). Other income in 2012 further includes operational
foreign exchange gains of $5.1 million.



Costs and Expenses



Total Cash Costs (non-GAAP)



The following table sets
out our total ounces sold and total cash cost and production cost per ounce sold for the years ended December 31, 2013 and
2012:



|                                   |  | Year Ended December 31, |        
|---------------------------------- |  | ----------------------- | -------
|                                   |  |                         |        
|                                   |  | 2013                    |        
|                                   |  |                         |        
|                                   |  | Ounces sold             |        
|Morila (40% share) cash costs      |  |                         | 56,729 
|Loulo (100% share) cash costs      |  |                         | 312,748
|Tongon (100% share) cash costs     |  |                         | 236,279
|Gounkoto (100% share) cash costs   |  |                         | 274,802
|Kibali (45% share) cash costs      |  |                         | 39,690 
|Total ounces (sold)                |  |                         | 920,248
|Group total cash costs per ounce # |  |                         |        



| | # | Refer to explanation of non-GAAP measures provided. “Item 3. Key Information – A.
Selected Financial Data”.
| | - | -----------------------------------------------------------------------------------------------------------



Total cash costs (non-GAAP)
for the year ended December 31, 2013 of $658.0 million increased by 13% (2012:$583.3 million), mainly due to increased costs
at Tongon and the Loulo-Gounkoto complex due to increased throughput, increased mining costs, and the production from Kibali during
the last quarter of the year, slightly offset by a decrease in costs at Morila. Total cash cost per ounce decreased by 3% to $715/oz
for the year, reflecting the low cost production of Kibali during the latter part of the year and higher grades and production
at Loulo-Gounkoto offset by a slight increase in costs at Tongon in the year, due to the lower grade and recovery.



In the consolidated statement
of comprehensive income, Kibali and Morila are being equity accounted, following the introduction and adoption of IFRS 11 Joint
arrangements, therefore the costs associated with these mines are being included in the consolidated statement of comprehensive
income line ’share of profits of equity accounted joint ventures’from January 1, 2013, with prior periods 2011 and
2012 restated. Share of profits of equity accounted joint ventures for the year ended December 31, 2013 of $54.2 million increased
by $13.3 million from $40.9 million+ from the year ended December 31, 2012, reflecting the start of production at Kibali in the
year, offset in part by lower ounces sold and gold prices achieved at Morila.



Mining and processing
costs for the year ended December 31, 2013 of $678.5 million increased by 15% (2012:$588.4 million+), mainly due to increased
costs at Tongon and the Loulo-Gounkoto complex due to increased throughput and increased mining costs. The total includes
depreciation and amortization described below. The total



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further includes ‘other mining and processing costs’
which comprise various expenses associated with providing on mine administration support services to the Loulo, Gounkoto, and
Tongon mines. These charges amounted to $61.3 million for the year ended December 31, 2013 and $75.8 million+ for the year
ended December 31, 2012. The decrease in other mining and processing costs reflect the cost saving initiatives which took
please across the group during 2013.



Royalties decreased by
$1.3 million, or 2%, to $58.4 million for the year ended December 31, 2013 from $59.7 million+ for the year ended December 31,
2012. The decreased royalties reflect the lower average gold price received and decreased gold sales.



Depreciation
and Amortization



Depreciation and amortization
of $130.6 million for the year ended December 31, 2013 increased by $12.6 million or 11% compared to the year ended December 31,
2012. The rise year on year reflects the increase in production activity across the mines in the group as well as an increase in
the operating assets across the group. Depreciation charges associated with the Kibali and Morila joint ventures are included in
the ’share of profits of equity accounted joint ventures’.



Exploration
and Corporate Expenditure



Exploration and corporate
expenditure was $49.5 million for the year ended December 31, 2013 and $39.0 million+ for the year ended December 31,
2012. Drilling programs were undertaken across the company’s greenfields exploration targets, together with exploration work
on feasibility stage projects, including those at Kibali, Massawa, Loulo and Gounkoto, which were capitalized to property, plant
and equipment. Since the company was listed in 1997, it has discovered more than 29 million reserve ounces which, when divided
by the exploration and corporate costs expensed over this period, equates to less than $18/oz of gold.



Finance Income



Finance income amounts
consist primarily of interest received on cash held at banks, which was $1.2 million for 2013 as compared to $2.0 million in 2012+.
This decrease was mainly due to a decrease in the average cash balance held during 2013 compared to 2012.



Finance Costs



Finance costs for the year ended December 31,
2013 were $7.7 million compared to finance costs for the year ended December 31, 2012 of $1.0 million+. The increase of $6.7
million is mainly due to a $5.2 million increase in the foreign exchange loss on financing activities included in the figure, as
well as a $1.2 million increase in finance cost mainly due to the annual facility fees of the revolving credit facility with HSBC.
The company has entered into a $200.0 million unsecured revolving credit facility with HSBC and a syndicate of three other banks
in 2013 which matures in May 2016 and is at present undrawn.



Income Tax
Expense



The income tax expense
amounted to $76.7 million for the year ended December 31, 2013 increased by $39.6 million and by 107% compared to the year
ended December 31, 2012. Gounkoto’s two year corporate tax holiday beginning from first production ended at the start
of June 2013, which contributed to the increased tax charge. Tongon will benefit from its exoneration from corporate tax for five
years until December 1, 2015.  Under Malian tax law, income tax is based on the greater of 30% taxable income or 0.75% of gross
revenue. Under Ivorian tax law, income tax is based on the greater of 25% of taxable income or 0.5% of gross revenue. Refer to
Note 4 on page F-30 of this Annual Report for reconciliation between implied tax on profits at statutory tax rates and
actual tax charges. The income tax charge associated with the Kibali and Morila equity accounted joint ventures is included within
’share of profits of equity accounted joint ventures’.



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Non-controlling
Interests



The non-controlling interests
for the year ended December 31, 2013 represent the State of Mali’s 20% share of the profits at Loulo, the Ivorian government’s
10% share and other outside shareholder’s 1% share of the profits at Tongon, as well as the Malian government’s 20%
share of the profits at Gounkoto.



Years Ended December 31, 2012 and 2011



Total Revenue



Total revenues from gold
sales (non-GAAP) for the year ended December 31, 2012 of $1.318 billion increased by $0.19 billion, or 17%, from $1.127 billion.
This is attributable to a 10% increase in ounces sold in the year across the group of 793,852oz from 718,762oz in 2011, as well
as a 5% increase in the average gold price received of $1,660/oz (2011: $1,574/oz).



Total IFRS revenues from
gold sales for the year ended December 31, 2012 increased by $212.8 million, or 22%, from $970.3 million+ to $1,183.1 million+.







Other Income



Other income of $12.6 million+
for the year ended December 31, 2012 compared to $7.9 million+ for the year ended December 31, 2011. Other income includes
management fees in respect of Kibali and Morila of $7.5 million (2011: $7.9 million). Other income further includes operational
foreign exchange gains of $5.1 million in 2012.



Costs and Expenses



Total Cash Costs (non-GAAP)



The following table sets
out our total ounces sold and total cash cost and production cost per ounce sold for the years ended December 31, 2012 and
2011:



|                                   |  | Year Ended December 31, |        
|---------------------------------- |  | ----------------------- | -------
|                                   |  |                         |        
|                                   |  | 2012                    |        
|                                   |  |                         |        
|                                   |  | Ounces sold             |        
|Morila (40% share) cash costs      |  |                         | 81,005 
|Loulo (100% share) cash costs      |  |                         | 214,739
|Tongon (100% share) cash costs     |  |                         | 210,396
|Gounkoto (100% share) cash costs   |  |                         | 287,712
|Total ounces (sold)                |  |                         | 793,852
|Group total cash costs per ounce # |  |                         |        



| | # | Refer to explanation of non-GAAP measures provided.
| | - | ---------------------------------------------------



Total cash costs (non-GAAP)
for the year ended December 31, 2012 of $583.3 million increased by 18% (2011:$494.7 million), mainly due to increased costs
at the Loulo-Gounkoto complex due to increased throughput, increased underground mining costs, including costs associated with
the newly introduced backfill strategy and increased open pit costs resulting from the Yalea pit pushback. The increase in total
costs also reflected the full year costs associated with the Gounkoto mine where production started in June 2011. Total cash cost
per ounce increased by 7% to $735/oz for the year, reflecting higher operating
costs across the group and lower recovered grade at Tongon and Gounkoto, partially offset by the increased gold production and
sales.



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In the consolidated statement
of comprehensive income, Kibali and Morila are being equity accounted, following the introduction and adoption of IFRS 11 Joint
arrangements, therefore the costs associated with these mines are being included in the consolidated statement of comprehensive
income line ’share of profits of equity accounted joint ventures’from January 1, 2013, with prior periods 2011 and
2012 restated. Share of profits of equity accounted joint ventures for the year ended December 31, 2012 of $40.9 million+ decreased
by $3.2 million from $44.1 million+ from the year ended December 31, 2011 reflecting reduced ounces sold at Morila partly offset
by the increase in average gold price achieved.



Mining and processing costs
for the year ended December 31, 2012 of $588.4+ million increased by 32% (2011:$443.9 million+), due to increased total cash
costs as explained above, together with increased depreciation described below. The total includes ‘other mining and processing
costs’ which comprise various expenses associated with providing on mine administration support services to the Loulo, Gounkoto,
and Tongon mines. These charges amounted to $75.8 million+ for the year ended December 31, 2012 and $62.8 million+ for the
year ended December 31, 2011 The increase in other mining and processing costs reflect the full year’s cost associated
with the Gounkoto mine where production commenced in June 2011.



Royalties increased by
$15.3 million, or 34%, to $59.7 million+ for the year ended December 31, 2012 from $44.4 million+ for the year ended December 31,
2011. The increased royalties reflect the higher average gold price received and increased gold sales.



Depreciation
and Amortization



Depreciation and amortization
of $118.0 million+ for the year ended December 31, 2012 increased by 80% compared to the year ended December 31, 2011
to $65.6 million+. The rise year on year reflects the increase in production activity across the mines in the group as
well as depreciation charges associated with the Yalea South pushback at Loulo. Depreciation charges associated with the Kibali
and Morila joint ventures are included in the ’share of profits of equity accounted joint ventures’.



Exploration and Corporate
Expenditure



Exploration and corporate
expenditure was $39.0 million+ for the year ended December 31, 2012 and $43.6 million+ for the year ended December 31,
2011. Drilling programs continued on the company’s exploration targets, but a larger proportion of the exploration work was
undertaken on feasibility stage projects including those at Massawa, Loulo and Gounkoto, which were capitalized to these projects.
Since the company was listed in 1997, it has discovered more than 25 million reserve ounces which, when divided by the exploration
and corporate costs expensed over this period, equates to less than $17/oz of gold.



Other Expenses



Other expenses for the
year ended December 31, 2011 of $14 million+ (2012:$nil+) mainly comprised operational foreign exchange losses resulting from
the settling of invoices in currencies other than US Dollar, as well as the translation of balances denominated in currencies such
as Rand, Canadian Dollar, FCFA and Euro to the closing US Dollar rate.



Finance Income



Finance income amounts
consist primarily of interest received on cash held at banks of $2.0 million+ and increased from the interest received in 2011
of $1.0 million+ by 100%, mainly due to an increase in the effective interest rate (the effective interest rate increased from
0.23% in 2011 to 0.41% in 2012).



Finance Costs



Finance costs for the year
ended December 31, 2012 were $1.0 million+ compared to finance costs for the year ended December 31, 2011 of $3.1 million+.
The decrease of $2.1 million is mainly due to the reduction in the foreign exchange loss on financing activities included in the
figure.



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Income Tax
Expense



The
income tax expense amounted to $37.1 million+ for the year ended December 31, 2012 increased by $7.1 million and by 24% compared
to the $30.0 million+ charge for the year ended December 31, 2011. The increase is due to the increased profits at Loulo
during 2012. Tongon SA benefits from a five year tax holiday in Côte d’Ivoire from December 1, 2010. Gounkoto
benefits from a minimum two year tax holiday starting from first production in June 2011 with an opportunity to extend this to
five years in the event of further investment. Under Malian tax law, income tax is based on the greater of 30% taxable income
or 0.75% of gross revenue (the tax rate having reduced from 35% previously to 30%, applied retrospectively). Under Ivorian tax
law, income tax is based on the greater of 25% of taxable income or 0.5% of gross revenue. Refer to Note 4 on page F-30
of this Annual Report for a reconciliation between implied tax on profits at statutory tax rates and actual tax charges. The income
tax charge associated with the Kibali and Morila equity accounted joint ventures is included within ’share of profits of
equity accounted joint ventures’.



Non-controlling
Interests



The non-controlling interests
for the year ended December 31, 2012 represent the State of Mali’s 20% share of the profits at Loulo, the Ivorian government’s
10% share and other outside shareholder’s 1% share of the profits at Tongon, ,as well as the Malian government’s 20%
share of the profits at Gounkoto.



B. LIQUIDITY AND CAPITAL RESOURCES



Comparative IFRS financial information used
in this section has been adjusted for the retrospective impact of IFRS 11 Joint arrangements and is denoted ’+’. Following
the introduction and adoption of IFRS 11 Joint arrangements, the group changed its accounting policy on joint ventures from January
1, 2013 with prior periods 2011 and 2012 adjusted accordingly (refer to pages F-8 to F-12 of this Annual Report for further
details.



Cash Resources



The group had $38.2 million
cash and cash equivalents for the year ended December 31, 2013 and $373.9 million+ for the year ended December 31, 2012.



Operating Activities



Net cash generated from
operating activities was $464.5 million for the year ended December 31, 2013 and $524.2 million+ for the year ended December 31,
2012. The $59.7 million decrease year on year was due mainly to the reduced gold prices on profitability and the changes in operating
working capital items. Cash flows related to receivables decreased by $62.7 million during 2013, mainly due to increases in VAT
receivables at Loulo, as well as increases in gold debtor balances at Loulo due to the timing of shipments at year end. Cash flows
related to inventories and ore stockpiles decreased during 2013 by $49.8 million, due to an increase in ore stockpiles at the operations.
Cash flows related to trade and other payables increased by $65.6 million from December 31, 2012 to December 31, 2013,
mainly due to the effect of additional contractors and accruals, primarily at the Loulo-Gounkoto complex, and Tongon, which reflects
the increased production and mining activity.



Net cash generated from
operating activities was $524.2 million+ for the year ended December 31, 2012 and $565.6 million+ for the year ended
December 31, 2011. The $41.4 million decrease was due mainly to the changes in operating working capital items. Cash
flows related to receivables decreased by $120.7 million+ during 2012, mainly due to an increase in recoverable VAT balances at
Loulo. Cash flows related to inventories and ore stockpiles decreased during 2012 by $81.6 million+, due to an increase in ore
stockpiles at operations, increases in stores consumables at Tongon and Loulo due to increased production, as well as a strategic
build-up of scarce raw materials and an increase in gold inventory at Loulo, Gounkoto and Tongon.



Cash flows related to trade
and other payables increased by $18.5 million+ from December 31, 2011 to December 31, 2012, mainly due to the effect
of additional contractors and accruals, primarily at the Loulo-Gounkoto complex, at Tongon, which reflects the increased production,
mining activity and construction.



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Investing



Investing activities for
the year ended December 31, 2013 utilized $728.0 million compared to $566.1 million+ utilized for the year ended December 31,
2012 and consisted primarily of $255.7 expenditure at Loulo related to the developments at the Gara and Yalea underground mines
while $11.0 million was incurred at Gounkoto and $23.6 million was incurred at Tongon. A further $12.8 million was incurred on
other projects elsewhere in the group, primarily at Massawa. Funds invested in equity accounted joint ventures at Kibali amounted
to $416.4 million (attributable portion) and related to the village relocation program, the construction of the metallurgical
plant and the hydroelectricity plant, site infrastructure, open pit mining and roads, together with working capital. $8.5 million
was advanced to the group’s asset leasing joint venture, RAL 1 Limited.



Investing activities for
the year ended December 31, 2012 utilized $566.1 million compared to $452.9 million+ utilized for the year ended December 31,
2011. Funds utilized during 2012 mainly consisted of $219.5 million+ of expenditure at Loulo related to the developments at the
Gara and Yalea underground mines, as well as stripping costs on the Yalea South pushback, while $17.8 million was incurred at
Gounkoto, principally in respect of site infrastructure and crushing facilities. Capital expenditure of $33.4 million was incurred
at the Tongon mine, primarily on the metallurgical plant and power plant engineering. Funds invested in equity accounted joint
ventures amounted to $298.3 million and primarily related to capital expenditure at Kibali (attributable portion). Expenditure
was incurred on the village relocation program, the construction of the metallurgical plant and the hydroelectricity plant, site
infrastructure, open pit mining and roads



Financing



Financing activities for
the year ended December 31, 2013 used $72.2 million. This mainly was comprised of dividends of $46.1 million paid to the company’s
shareholders and $27.2 million paid to non-controlling interests in Gounkoto, partially offset by $1.2 million received on exercise
of share options. Financing activities for the year ended December 31, 2012 used $47.5 million. This comprised $14.1 million
received on exercise of share options offset by a dividend payment to the company’s shareholders of $36.7 million and $24.8
million paid to non-controlling interests in Gounkoto.



Credit and Loan Facilities



During the year ended December 31,
2000, Morila entered into a finance lease for five Rolls-Royce generators under the terms of a Deferred Terms Agreement between
Morila and Rolls-Royce. The lease is repayable over ten years commencing April 1, 2001 and bears interest at a variable rate
which at December 31, 2010 was approximately 38% (2009: 38%) per annum. Our attributable share of this finance lease
obligation amounted to $0.2 million at December 31, 2010 and $1.1 million at December 31, 2009. The lease was fully repaid
in 2011.

Somilo has a $0.5 million
loan (principal amount) from the State of Mali. This loan is uncollateralized and bore interest at the base rate of the Central
Bank of West African States plus 2% per annum. The accrual of interest ceased in the last quarter of 2005 per mutual
agreement between shareholders. This loan is repayable from cash flows of the Loulo mine after the repayment of all other loans.



Kibali utilizes mining
equipment under a finance lease provided by KAS 1 Limited. The group has an effective 25% interest in KAS 1 Limited
which is held through the equity accounted joint venture Kibali (Jersey) Limited. The lease term is 10 years. The finance
lease liability is recognized in respect of the equipment which has been transferred to Kibali under an installment sale agreement.
The finance lease liability is interest bearing at 8% and is to be reduced by rental payments monthly as agreed in the installment
sale agreement.



During the year
ended December 31, 2013, the company has entered into a US$200.0 million unsecured revolving credit facility with HSBC and a
syndicate of three other banks which matures in May 2016 and is at present undrawn. The interest rate, if drawn would be
LIBOR plus 1.5% per annum based on the company’s current level of leverage. The facility includes financial
covenants in respect of EBIT, EBITDA, net finance charges, tangible net worth, total debt, debt cover and interest cover.



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Corporation Tax Claims



As at December 31,
2013, the group had received claims for various taxes from the State of Mali totaling $123.1 million, in respect of the Loulo,
Gounkoto and Morila mines, together with Kankou Moussa SARL, its Malian gold sales operation. Having taken professional advice,
the group considers the claims to be wholly without merit or foundation and is strongly defending its position, including following
the appropriate legal process for such disputes in Mali. Loulo, Gounkoto and Morila have legally binding mining conventions which
guarantee fiscal stability, govern the taxes applicable for the companies and allow for international arbitration in the event
that a dispute cannot be resolved in the country. Management continues to engage with the Malian authorities at the highest level
to resolve this issue. During the third quarter of 2013, Loulo submitted a request for arbitration at the International Court of
the Settlement of Investment Disputes against the State of Mali in relation to certain disputed tax claims. The appointment of
arbitrators has been finalized and the first procedural hearing took place during February 2014. No provision is made in the financial
statements for the claims.



Corporate, Exploration, Development and
New Business Expenditures



Our expenditures on corporate,
exploration, development and new business activities for the past three years are as follows:



|                                            |  | Year Ended December 31, $’000 |       
|------------------------------------------- |  | ----------------------------- | ------
|                                            |  |                               |       
|Area                                        |  | 2013                          |       
|                                            |  |                               |       
|Rest of Africa                              |  |                               | 2,932 
|Burkina Faso                                |  |                               | 858   
|Mali                                        |  |                               | 9,148 
|Tanzania                                    |  |                               | —     
|Côte d’Ivoire                               |  |                               | 5,067 
|Senegal                                     |  |                               | 3,599 
|Ghana                                       |  |                               | —     
|DRC                                         |  |                               | 1,034 
|Total exploration expenditure               |  |                               | 22,638
|Corporate expenditure                       |  |                               | 26,847
|Total exploration and corporate expenditure |  |                               | 49,485



The Group has various
exploration programs, ranging from substantial to early stage in the Democratic Republic of  Congo, Mali, Senegal, Burkina
Faso and Côte d’Ivoire.



Working Capital



Management believes that our working capital resources, by way of internal sources and available credit facilities are sufficient
to fund our currently foreseeable future business requirements. Capital expenditure contracted for at December 31, 2013, but not
yet incurred, is $28.5 million and planned capital expenditure for 2014 is expected to be approximately $327.1 million.



C. RESEARCH AND DEVELOPMENT, PATENTS AND
LICENSES, ETC.



We are not involved in
any research and development and have no registered patents or licenses.



D. TREND INFORMATION



Our financial results are
subject to the movement in gold prices. In the past fiscal year, the general trend has been downwards and this has had an impact
on revenues. However it should be noted that fluctuations in the price of gold remain a distinct risk to us.



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Gold Market



The gold market is relatively
liquid compared with many other commodity markets, with the price of gold generally quoted in US dollars. The physical demand for
gold is primarily for fabrication purposes, and gold is traded on a world-wide basis. Fabricated gold has a variety of uses, including
jewelry, electronics, dentistry, decorations, medals and official coins. In addition, central banks, financial institutions and
private individuals buy, sell and hold gold bullion as an investment and as a store of value.



Historically, gold has
been used as a store of value because it tends to retain its value in relative terms against basic goods in times of inflation
and monetary crisis. Therefore, large quantities of gold in relation to annual mine production are held for this purpose. This
has meant that, historically, the potential total supply of gold has been far greater than annual demand. Thus, while current supply
and demand play some part in determining the price of gold, this does not occur to the same extent as for other commodities.



Instead, gold prices have
been significantly affected, from time to time, by macro-economic factors such as expectations of inflation, interest rates, exchange
rates, changes in reserve policy by central banks, and global or regional political and economic crises. In times of inflation,
currency devaluation, and political and economic crises, gold has traditionally been seen as refuge, leading to increased purchases
of gold and a support for the price of gold.



Interest
rates affect the price of gold on several levels. High real interest rates increase the cost of holding gold, and discourage physical
buying in developed economies. High Dollar interest rates also make hedging by forward selling
attractive because of the higher contango premiums (differential between LIBOR and gold lease rates) obtained in the forward prices.
Increased forward selling in turn has an impact on the spot price at the time of sale.



Changes in reserve policies
of central banks have affected the gold market and gold price on two levels. On the physical level, a decision by a central bank
to decrease or to increase the percentage of gold in bank reserves leads to either sales or purchases of gold, which in turn has
a direct impact on the physical market for the metal. In practice, sales or purchases by central banks have often involved substantial
tonnages within a short period of time and this selling/buying can place strong pressure on the markets at the time they occur.
As important as the physical impact to official sales, announcements of rumors of changes in central bank policies which might
lead to the sale of gold reserves historically had an effect on market sentiment and encouraged large speculative positions against
gold in the futures market for the metal.



The volatility of gold
prices is illustrated in the following table, which shows the approximate annual high, low and average of the afternoon London
Bullion Market fixing price of gold in Dollars for the past ten years.



|                        |  | Price Per Ounce ($) |      
|----------------------- |  | ------------------- | -----
|                        |  |                     |      
|Year                    |  | High                |      
|                        |  |                     |      
|2004                    |  |                     | 454  
|2005                    |  |                     | 537  
|2006                    |  |                     | 725  
|2007                    |  |                     | 841  
|2008                    |  |                     | 1,011
|2009                    |  |                     | 1,213
|2010                    |  |                     | 1,421
|2011                    |  |                     | 1,895
|2012                    |  |                     | 1,792
|2013                    |  |                     | 1,694
|2014 (through February) |  |                     | 1,339



E. OFF-BALANCE SHEET ARRANGEMENTS



None.



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F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS



Our contractual obligations and commercial
commitments are described below. The related obligations as at December 31, 2013 are set out below. The figures presented
exclude equity accounted joint venture balances:



|                                                 |  | Total |         |  | Less than  1 year |  |         | 1-3 years |  |  | 3-5 years |  |  | More than  5 years |      
|------------------------------------------------ |  | ----- | ------- |  | ----------------- |  | ------- | --------- |  |  | --------- |  |  | ------------------ | -----
|                                                 |  |       |         |  |                   |  |         |           |  |  |           |  |  |                    |      
|Trade and other payables                         |  |       | 160,942 |  |                   |  | 160,942 |           |  |  | -         |  |  |                    | -    
|Operating lease obligations                      |  |       | 22,536  |  |                   |  | 2,817   |           |  |  | 5,634     |  |  |                    | 5,634
|Environmental rehabilitation*                    |  |       | 49,177  |  |                   |  | 221     |           |  |  | 3,382     |  |  |                    | -    
|Loans from minority shareholders in subsidiaries |  |       | 2,929   |  |                   |  | -       |           |  |  | -         |  |  |                    | -    
|                                                 |  |       |         |  |                   |  |         |           |  |  |           |  |  |                    |      
|Total contractual cash obligations               |  |       | 235,584 |  |                   |  | 163,980 |           |  |  | 9,016     |  |  |                    | 5,634
|Contracts for capital expenditure                |  |       | 13,049  |  |                   |  | 13,049  |           |  |  | -         |  |  |                    | -    



| | * | Obligation is to rehabilitate site but amounts shown are estimated discounted cashflows.
| | - | ----------------------------------------------------------------------------------------



Refer to Notes 10 and 19
on pages F-34 to F-38 and F-55, respectively of this Annual Report for details of the Joint Venture Agreements
with AngloGold Ashanti and DTP Terrassement.



Item 6. Directors, Senior Management
and Employees



A. DIRECTORS AND SENIOR MANAGEMENT



Our Articles of Association
provide that the board must consist of no less than two and no more than 20 directors at any time. Effective as of January 31,
2014, Jemal-ud-din Kassum was appointed to the board as an independent non-executive director. The board currently consists of
10 directors.



Our Articles of Association
provide that any new director should be re-elected by the shareholders at the annual general meeting following the date of the
director’s appointment. In accordance with the United Kingdom Governance Code (2012 Edition) which calls for directors to
seek reelection annually, at the annual general meeting held on April 29, 2013, Mr. P. Liétard, Dr. D.M. Bristow,
Mr. G.P. Shuttleworth, Mr. N.P. Cole Jr., Mr. C.L. Coleman, Mr. K. Dagdelen, Dr. K. Voltaire, Mrs. J.M.
Lioko and Mr. A.J. Quinn were re-elected.



According to the Articles
of Association, the board meets at intervals determined by it from time to time.



The address of each of
our executive directors and non-executive directors is the address of our principal executive offices, 3rd Floor, Unity Chambers,
28 Halkett Street, St. Helier, Jersey, JE2 4WJ, Channel Islands.



Executive Directors



D. Mark Bristow (55) Chief
Executive Officer. Mr. Bristow has been chief executive officer since incorporation of the company, which was founded on his pioneering
exploration work in West Africa. He has subsequently led the company’s growth through the discovery and development of world-class
assets into a major gold mining business. He has also played a significant part in promoting the emergence of a sustainable mining
industry in Africa. A geologist with a PhD from Natal University, South Africa, he has held board positions at a number of global
mining companies and is non-executive chairman of Rockwell Resources International.



Graham
P. Shuttleworth (45) Chief Financial Officer. Financial Director. Mr. Shuttleworth joined us as Chief Financial Officer
and Financial Director in July 2007 but has been associated with the company since its inception, initially as part of the management
team involved in listing the company on the LSE in 1997, and subsequently as an advisor. A chartered accountant, he was a managing
director and the New-York based head of metals and mining for the Americas in the global investment banking division of HSBC before
taking up his position at the company. At HSBC he led or was involved in a wide range of major mining industry transactions, including
our NASDAQ listing, and subsequent equity offerings.



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Non-Executive Directors



Norborne
P. Cole (72) Senior Independent Non-Executive Director. Chairman of the remuneration committee and member of the governance
and nomination committee. Mr. Cole started working for the Coca-Cola Company as a field representative in the USA in 1966
and advanced steadily through the organization, becoming chief executive of Coca-Cola Amatil in Australia
in 1994, a position he held until 1998. Under his leadership, Coca-Cola Amatil grew into the second largest Coca-Cola bottler in
the world. Now based in San Antonio, Texas, he serves on the boards of a number of US companies including Papa John’s International
Inc. He was appointed a director in May 2006.



Christopher L. Coleman
(45) Non-Executive Director. Member of the governance and nomination, remuneration and audit committees. He will be
appointed chairman of the board with effect from May 6, 2014. He will retire from the audit committee with effect from
May 6, 2014. Mr. Coleman will be appointed chairman of the governance and nomination committee with effect from May 6, 2014. Mr.
Coleman is the Head of Banking and Asset Finance and a managing director of Rothschild as well as chairman of Rothschild Bank
International in the Channel Islands, he also serves on a number of other boards and committees of the Rothschild Group, which
he joined in 1989. He has a BSc (Econ) degree from the London School of Economics and was a non-executive director
of the Merchant Bank of Central Africa from 2001 to 2008. He is also a non-executive director of the US company Papa John’s
International Inc. He was appointed a director in November 2008.



Kadri Dagdelen (59) Non-Executive
Director. Member of the governance and nomination committee. Dr. Dagdelen is a professor and was previously head of the Department
of Mining Engineering at the Colorado School of Mines in the US. He began his professional career as a mining engineer at Homestake
Mining Co (now Barrick Gold Corporation) and was the technical services manager when he left for academia in 1992. He holds a PhD
in Mining Engineering and a ME in Geostatistics and has been involved in numerous research and consulting projects worldwide, also
serving on the board of directors of the Society of Mining, Exploration and Metallurgy in the US for six years and chairing other
professional societies that support the mining industry. He was appointed a director in January 2010.



Jemal-ud-din Kassum (65)
Non-Executive Director. Mr. Kassum will be a member of the audit and governance and nomination committees with effect from May
3, 2014. Mr. Kassum is a former World Bank vice-president for the East Asia and Pacific region. Before that, he had a 25-year career
with the International Finance Corporation. A Tanzanian national based in the USA, he now provides strategic advice to international
financial institutions and governments, and sits on the boards of Guardian Holdings, PT Indonesia Infrastructure Finance and Khan
Bank. He was educated in the UK at Harrow and Oxford and holds an MBA from Harvard. He was appointed a director January 31, 2014.



Philippe Liétard
(65) Non-Executive Chairman. Chairman of the governance and nomination committee. Mr. Liétard will step down from the
board and governance and nomination committee with effect from May 6, 2014. He was appointed a non-executive director in 1998 and
chairman in 2004, his experience in corporate and project finance with UBS, the IFC and World Bank spans 30 years, mainly in the
minerals business and in Africa. Previously a director of the Oil, Gas and Mining Department of the IFC, he served as managing
director of the Global Natural Resources Fund from 2000 to 2003. Now an independent consultant and a promoter of mining and energy
investments, he is also a director of CellMark AB of Sweden and serves on the board of trustees of the Rochambeau Foundation in
Washington DC, US and as chairman of the Nos Vies en Partage Foundation.



Jeanine Mabunda Lioko (49) Non-Executive
Director. Mrs. Mabunda Lioko will become a member of the audit committee with effect from May 3, 2014. Mrs. Mabunda Lioko
has spent a number of years working in the DRC’s finance industry including with Citi Group and as an advisor to the Governor
of Banque Centrale du Congo. A former Minister of Portfolio of the DRC, a position which she held for over 5 years, she is now
a serving member of the National Assembly of the DRC, representing the Equateur Province. She was educated in Brussels, Belgium,
and holds a law degree from the Catholic University of Louvain and a postgraduate degree in commercial science from the ICHEC Brussels
Management School. She joined the board in January 2013.



Andrew J. Quinn
(60) Non-Executive Director. Member of the audit committee. He will become a member of the remuneration committee with
effect from May 3, 2014. Mr. Quinn retired at the end of 2011 from his position as head of mining investment banking for
Europe and Africa at CIBC after 15 years in that role and has more than 38 years’ experience of the mining industry.
With a BSc (Hons) in mineral exploitation (mining engineering) from Cardiff University, he began his career in
Anglo American’s gold division in 1975, holding various management and technical positions in South Africa, and worked
briefly for Greenbushes Tin in Australia before joining Mining Journal in 1982 as editor of its gold publications. In 1984 he
entered the financial services industry joining James Capel (later HSBC Investment Banking) and then CIBC in 1996. He was
appointed a director in November 2011.





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Karl Voltaire (63) Non-Executive
Director. Chairman of the audit committee and member of the remuneration committee. A graduate in mineral resources engineering
from the Ecole des Mines in Paris, he holds an MBA and a PhD in economics and finance from the University of Chicago. He started
his career as a mining engineer in Haiti and subsequently spent 23 years in the World Bank Group in Washington DC, most of this
time at the International Finance Corporation where his last position was that of director of global financial markets. Subsequently
he was director of the Office of President at the African Development Bank. He was CEO of the Nelson Mandela Institution from 2005
to 2009, and is currently a member of the board of trustees of the African University of Science and Technology. He was appointed
a director in May 2006.



Executive Officers



Willem Jacobs (55) General
manager operations – Central and East Africa. Dr. Jacobs has a BPL(Hons) and DCom. He has served as a director of
listed and private companies in the areas of mining, engineering and manufacturing in Southern, Central and Eastern Africa for
the past 18 years. He joined us in January 2010.



John Steele (53) Technical
and capital projects executive. Mr. Steele is responsible for the successful construction and commissioning of our Morila, Loulo,
Tongon and Gounkoto mines and leading the team developing the new Kibali mine in the DRC. He also continues to provide operational
and engineering oversight.



Samba Touré (60) General
manager – Operations West Africa. Mr. Touré joined the Morila mine in 2000 and held various responsibilities, culminating
in the appointment in 2007 as the mine chief executive. In 2010, he was promoted to group operations general manager for West Africa.



Martin Welsh (42) General
counsel and secretary. After qualifying as a lawyer in Scotland in 1998, he gained experience acting on numerous international
corporate and finance transactions in London. He previously acted for us before joining the company in 2011 and assumed his current
position in 2012.



Our Articles of Association provide that
the longest serving one-third of directors retire from office at each annual general meeting. Retiring directors normally
make themselves available for re-election and are re-elected at the annual general meeting on which they retire. In
accordance with the United Kingdom Governance Code (2012 Edition) the directors will offer themselves for reelection by
shareholders at the company’s annual general meeting. Our officers service as officers is regulated by
standard industry employment agreements.



The date of appointment, date of expiration
and length of service for each of our directors is set forth in the table below:



|Director          |  | Date of Appointment |  | Date of Expiration Term |  | Number of Years Served |   
|----------------- |  | ------------------- |  | ----------------------- |  | ---------------------- | --
|                  |  |                     |  |                         |  |                        |   
|Executive         |  |                     |  |                         |  |                        |   
|D.M. Bristow      |  | 8/05/95             |  | 5/06/14*                |  |                        | 19
|G.P. Shuttleworth |  | 7/01/07             |  | 5/06/14*                |  |                        | 7 
|Non-Executive     |  |                     |  |                         |  |                        |   
|P. Liétard        |  | 2/11/98             |  | 5/06/14*                |  |                        | 16
|N.P. Cole         |  | 5/03/06             |  | 5/06/14*                |  |                        | 8 
|K. Voltaire       |  | 5/03/06             |  | 5/06/14*                |  |                        | 8 
|C.L. Coleman      |  | 11/03/08            |  | 5/06/14*                |  |                        | 6 
|K. Dagdelen       |  | 1/29/10             |  | 5/06/14*                |  |                        | 4 
|A.J. Quinn        |  | 11/01/11            |  | 5/06/14*                |  |                        | 2 
|J. Mabunda Lioko  |  | 1/28/13             |  | 5/06/14*                |  |                        | 1 
|J. Kassum         |  | 1/31/14             |  | 5/06/14*                |  |                        | <1



| | * | The United Kingdom Corporate Governance Code issued in September 2012 requires that all directors should stand for re-election
on an annual basis.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------



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None of our directors and executive officers
was selected under any arrangements or understandings between that director or executive officer and any other person. All of our
non-executive directors are considered independent directors.



B. COMPENSATION



Our objective is to ensure
that our executive remuneration policy encourages, reinforces and rewards the delivery of sustainable shareholder value. We aim
to ensure that our pay arrangements are fully aligned with our approach to risk management, and take into account our obligations
in respect of environmental, social and governance polices. We provide senior management, including executive directors, with
competitive base salaries to attract and retain high caliber executives, based on personal performance profile and relevant experience.
In addition, other elements of our remuneration program are designed to encourage and reward superior performance on an
annual basis as well as sustainable long-term performance. The remuneration committee’s policies are designed to meet these
objectives and to ensure that the individual directors are fairly and responsibly rewarded for their respective contributions
to our performance.



Fixed remuneration



Fixed remuneration comprise
only of base salary. No pension contributions are funded by us. In 2014, fixed remuneration represents less than 22% for the chief
executive officer and 33% for the chief financial officer of the total remuneration package (based on target performance).



Base Salary



The chief executive officer’s
and chief financial officer’s base salaries are determined by the remuneration committee, taking into account the performance
of the individual. We also benchmark each element of remuneration and the total remuneration package in comparison to FTSE 100,
FTSE mining and comparable international gold mining companies. When setting base salaries, the remuneration committee also takes
into consideration the requirement for extensive travel and time spent at the company’s operations in Africa. This is considered
critical to the effective management of the company’s business.



At December 31, 2013, the
annual base salaries of the executive directors were as follows:



| | • | CEO: Dr. D.M. Bristow      | US$1,575,000
| | - | -------------------------- | ------------
| | • | CFO: Mr. G.P. Shuttleworth | £472,000    



Following a review of all
aspects of the remuneration packages of the executive directors, it has been decided that the CFO’s base salary be increased
from £472,000 to £495,600 with effect from January 1, 2014, which represents an increase of 5% of base salary. Pursuant
to our remuneration philosophy, Mr. GP Shuttleworth was brought into the CFO role in 2007 on a relatively low salary compared to
the market to allow for movement and growth in pay, once his value added to the company was demonstrated. He has proved to be a
valuable addition to the board and to the management team and the company has increased his salary over time including in 2011,
2012, 2013 and now in 2014. The remuneration committee believes this is reflective of his considerable contribution and positions
his salary appropriately within the market. The remuneration committee sought the views of our larger institutional shareholders before deciding on this increase. The base salary increase for the CFO also took account of the increase
within our broader employee population. These increases took effect in October 2013 and ranged from 0% to 15%. The average increase
of employee salaries was approximately 4%.



Retirement Benefits



Executive directors can
elect to sacrifice up to 20% of their base salary to contribute to a defined contribution provident fund. We do not make any contribution
to the provident fund.



Other Benefits



Executive directors can
elect to receive other benefits including medical aid, funded out of their base salary. Where appropriate, executive directors
may be provided with benefits while traveling for work and the cost of membership of professional associations. Life insurance
coverage is provided to the executive directors by the company through the group life insurance scheme which is also made available
to the company’s senior management.



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Variable Remuneration



Variable remuneration represents the major
proportion of each executive director’s remuneration package.



During 2013, the variable remuneration
of the executive directors comprised:



| | • | An annual bonus opportunity coupled with the requirement to defer a third of annual bonus earned.
| | - | -------------------------------------------------------------------------------------------------



| | • | Participation in a Co-Investment Plan rewarding performance over three years.
| | - | -----------------------------------------------------------------------------



| | • | Performance shares awarded
                                         under the Restricted Share Scheme, rewarding performance over three, four and five years,
                                         with a further one year post-vesting retention requirement for 50% of the vested award.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The CEO performance shares (as discussed below).
| | - | ------------------------------------------------



In 2014, the Restricted
Share Scheme has been simplified, following feedback from shareholders, and now consists of performance being measured over four
years, a further one year post vesting retention requirement for 100% of the vested award.



2013 Annual Bonus



Executive directors are
eligible to receive an annual bonus, subject to the achievement of stretching performance criteria. The performance metrics are
intended to reward the achievement of challenging strategic and financial targets that contribute to the creation of sustainable
shareholder value.  Each year, the remuneration committee reviews and may make
adjustments to the criteria used for measuring performance taking into account the strategic objectives of the company for the
year, before the metrics and targets are agreed for the annual remuneration cycle.



The annual bonus payable
to the chief executive officer for achieving target performance in 2013 was 150% of base salary, with a maximum bonus of 300% of
base salary for achieving outperformance. The annual bonus payable to the chief financial officer for achieving target
performance in 2013 was 100% of base salary, with a maximum bonus of 200% of base salary for achieving outperformance.



Based on performance achieved
against targets during the 2013 financial year, the remuneration committee determined, based on the performance metrics, that Dr. D.M.
Bristow and Mr. G.P. Shuttleworth should receive bonus payments of $2,565,956 million and $1,184,771 million, respectively.



Non-Executive Director Remuneration



The remuneration to be
paid to our non-executive directors, including the chairman, will remain unchanged in 2014 and is comprised of:



| | • | An annual retainer fee to all non-executive directors of $50,000;
| | - | -----------------------------------------------------------------



| | • | An annual committee fee per committee served:
| | - | ---------------------------------------------



| | • | Audit committee $35,000;
| | - | ------------------------



| | • | Remuneration committee $25,000; and
| | - | -----------------------------------



| | • | Governance and Nomination committee $10,000
| | - | -------------------------------------------



| | • | The chairman of a board committee
                                         to receive an additional fee to the committee fee of $15,000;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



| | • | The senior independent director, in addition to the annual fee but in lieu of any committee fees,
to receive an additional fee of $85,000;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



| | • | The chairman, in addition to the annual fee but in lieu of any committee fees, to receive an additional
fee of $200,000; and
| | - | ----------------------------------------------------------------------------------------------------------------------------



| | • | Subject to shareholder approval at the annual general meeting of the company, an award to each
non-executive director of 1,200 ordinary shares per year, fully vested from grant. The shares are seen as an important element
of our approach to remuneration policy in relation to the chairman and non-executive directors. They encourage share ownership
and are delivered in lieu of cash. The directors are considered independent notwithstanding an award of shares.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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The shareholding requirement
ensures that the interests of directors are aligned with shareholders. Executive directors are required to build up a holding
in shares in the company at least equal in value to two times base salary from the value of vested long term incentive awards.
At December 31, 2013, both Dr. D.M. Bristow and Mr. G.P. Shuttleworth held shares at least equal in value to two times base salary.
New directors have three years in which to acquire the required shareholding and this period could be extended at the discretion
of the remuneration committee. Non-executive directors are required to build up and hold shares at least equal in value to two times the annual retainer fee of US$50,000, from the value of vested awards. All non-executive directors held shares equal to the
value of the annual retainer fee as at December 31, 2013 with the exception of Mrs. Mabunda Lioko who was appointed to the board
on January 28, 2013 and Mr. Kassum who was appointed to the board on January 31, 2014. Mr. Kassum will be eligible to receive
shares in the company following his reappointment to the board at the 2014 annual general meeting.



In 2009, 2010 and 2011,
we awarded to our non-executive directors restricted shares which vested in three equal installments from the date of award. Beginning
in 2012, annual awards to non-executive directors consisted of shares fully vested from grant.



CEO Performance Shares



At the 2013
annual general meeting, shareholders approved a one-off award of performance shares to D.M. Bristow. The vesting of the
performance shares is subject to the achievement of the conditions set out below and D.M. Bristow continuing to hold office
or employment with the company during the period of three years from April 29, 2013, the date of grant of the award of
performance shares with an equivalent value of up to $4,000,000. The achievement of each of the following conditions, which
reflect the value enhancement and focus on establishing and operating our flagship Kibali gold mine, will result in the
vesting of one-fifth of the shares subject to the award:



| | • | the first gold pour occurs at the Kibali gold mine;
| | - | ---------------------------------------------------

| | • | the cumulative production at the Kibali gold mine in aggregate equals or exceeds 500,000oz of gold;
| | - | ---------------------------------------------------------------------------------------------------

| | • | gold production of the Randgold group in aggregate equals or exceeds 1Moz per annum for any financial
year of the company;
| | - | --------------------------------------------------------------------------------------------------------------------------

| | • | the vertical shaft at the Kibali gold mine is completed and signed-off by the contractor of the
vertical shaft and by the representative of Kibali gold mine; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | the Nzoro 2 hydroelectric power station (which is currently under construction) provides electricity
to the Kibali gold mine.
| | - | -----------------------------------------------------------------------------------------------------------------------------



Vesting of each one-fifth
of the award is to occur on the later of the expiration of the third anniversary after the date of grant and the date on which
a condition is achieved provided D.M. Bristow holds office or employment as at the date of achievement of the condition. The award
is subject to clawback at the discretion of the remuneration committee where a material
misstatement is found contained in the annual report and accounts of the company on which vesting of the award (or any part thereof)
is or is to be based.



|Director     |  | Date of award |  | Market price at date of award (US$)* |       |  | At Jan. 1,  2013 |  |   | Awarded in the year |  |  | Vested in the year |  |  | Market price at date vested (US$) |   |  | Lapsed in the year |  |   | At  Dec. 31, 2013 |  |  | Vesting period**
|------------ |  | ------------- |  | ------------------------------------ | ----- |  | ---------------- |  | - | ------------------- |  |  | ------------------ |  |  | --------------------------------- | - |  | ------------------ |  | - | ----------------- |  |  | ----------------
|D.M. Bristow |  | Apr. 29, 2013 |  |                                      | 79.95 |  |                  |  | — |                     |  |  | 50,031             |  |  |                                   | — |  |                    |  | — |                   |  |  | —               

* NASDAQ Global Select Market closing price on day preceding grant
or if a public holiday, the next trading day.

* The first vesting condition in respect of 10,006 shares was
met on September 24, 2013, however, these shares are held in trust subject to D.M. Bristow continuing in office or employment until
April 29, 2016. The shares do not vest in full until that date.



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Restricted Share Scheme



The Restricted Share Scheme
was approved by shareholders on July 28, 2008. Awards are determined as a percentage of base salary, with the maximum annual
award being 200% of base salary for the chief executive officer and 100% of base salary for the chief financial officer. For all
awards granted since 2011, awards vest after three, four and five years subject to the achievement of operational and financial
targets. In 2014, following feedback from shareholders, the Restricted Share Scheme has been simplified and now has a performance
measurement period of four years and requires a holding period of one year beyond that performance measurement period for 100%
of the vested award.



The award of performance
shares under the Restricted Share Scheme for the CEO and CFO for 2013 will vest subject to the achievement of the following performance
targets:



|Level of vesting                                  |                                               | Year 3 |                                 | Year 4 |                                 | Year 5
|------------------------------------------------- | --------------------------------------------- | ------ | ------------------------------- | ------ | ------------------------------- | ------
|Additional reserves including reserve replacement |                                               |        |                                 |        |                                 |       
|■                                                 | Nil                                           |        | Less than 18%                   |        | Less than 24%                   |       
|■                                                 | 40%                                           |        | 18%                             |        | 24%                             |       
|■                                                 | Pro-rata 40% - 100% on a straight
 line basis |        | More than 18% and less than 30% |        | More than 24% and less than 40% |       
|■                                                 | 100%                                          |        | 30%                             |        | 40%                             |       
|Additional reserves excluding reserve replacement |                                               |        |                                 |        |                                 |       
|■                                                 | Nil                                           |        | Less than 3%                    |        | Less than 4%                    |       
|■                                                 | 40%                                           |        | 3%                              |        | 4%                              |       
|■                                                 | Pro-rata 40% - 100% on a straight
 line basis |        | More than 3% and less than 15%  |        | More than 4% and less than 20%  |       
|■                                                 | 100%                                          |        | 15%                             |        | 20%                             |       



|Level of vesting |                                               | After 3, 4 and 5 years
|---------------- | --------------------------------------------- | ----------------------
|EPS growth      
|■                | Nil                                           |                       
|■                | 40%                                           |                       
|■                | Pro-rata 40% - 100% on a straight
 line basis |                       
|■                | 100%                                          |                       
|Absolute TSR    
|■                | Nil                                           |                       
|■                | 40%                                           |                       
|■                | Pro-rata 40% - 100% on a straight
 line basis |                       
|■                | 100%                                          |                       



The award of performance shares under the Restricted
Share Scheme for D.M. Bristow and G.P. Shuttleworh for 2014 will vest subject to the achievement of the following performance targets:



|Level of vesting                                  |                                              | Year 4
|------------------------------------------------- | -------------------------------------------- | ------
|Additional reserves including reserve replacement
|■                                                 | Nil                                          |       
|■                                                 | 40%                                          |       
|■                                                 | Pro-rata 40% - 100% on a straight line basis |       
|■                                                 | 100%                                         |       
|EPS growth                                       
|■                                                 | Nil                                          |       
|■                                                 | 40%                                          |       
|■                                                 | Pro-rata 40% - 100% on a straight line basis |       
|■                                                 | 100%                                         |       



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|Level of vesting |                                              | Year 4
|---------------- | -------------------------------------------- | ------
|Absolute TSR    
|■                | Nil                                          |       
|■                | 40%                                          |       
|■                | Pro-rata 40% - 100% on a straight line basis |       
|■                | 100%                                         |       



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The following table summarizes all awards of shares to our executive
directors and our non-executive directors outstanding, the market price on the NASDAQ Global Select Market at the date of award,
the date of grant and the vesting schedule of the award.



|Director                                                                 |  | Date of award |  | Market price at date of award (US$)* |        |  | At Jan 1, 2013 |  |        | Awarded in the year |  |  | Vested in the year |  |  | Market price at date vested (US$) |        |  | Lapsed in the year |  |        | At  Dec. 31, 2013 |  |  | Vesting period**
|------------------------------------------------------------------------ |  | ------------- |  | ------------------------------------ | ------ |  | -------------- |  | ------ | ------------------- |  |  | ------------------ |  |  | --------------------------------- | ------ |  | ------------------ |  | ------ | ----------------- |  |  | ----------------
|                                                                         |  |               |  |                                      |        |  |                |  |        |                     |  |  |                    |  |  |                                   |        |  |                    |  |        |                   |  |  |                 
|Executive directors’ restricted share scheme awards                      |  |               |  |                                      |        |  |                |  |        |                     |  |  |                    | 
|D.M. Bristow                                                             |  | Jan 1, 2010   |  |                                      | 43.26  |  |                |  | 13,334 |                     |  |  | -                  |  |  |                                   | 13,334 |  |                    |  | 100.73 |                   |  |  | -               
|                                                                         |  | Jun 13, 2011  |  |                                      | 76.53  |  |                |  | 38,456 |                     |  |  |                    |  |  |                                   | -      |  |                    |  | -      |                   |  |  | -               
|                                                                         |  | Mar 16, 2012  |  |                                      | 101.41 |  |                |  | 28,843 |                     |  |  | -                  |  |  |                                   | -      |  |                    |  | -      |                   |  |  | -               
|                                                                         |  | Mar 18, 2013  |  |                                      | 82.37  |  |                |  | -      |                     |  |  | 36,724             |  |  |                                   | -      |  |                    |  | -      |                   |  |  | -               
|G.P. Shuttleworth                                                        |  | Sep 4, 2009   |  |                                      | 56.99  |  |                |  | 18,000 |                     |  |  | -                  |  |  |                                   | 18,000 |  |                    |  | 79.06  |                   |  |  | -               
|                                                                         |  | Jun 13, 2011  |  |                                      | 76.53  |  |                |  | 8,121  |                     |  |  | -                  |  |  |                                   | -      |  |                    |  | -      |                   |  |  | -               
|                                                                         |  | Mar 16, 2012  |  |                                      | 101.41 |  |                |  | 6,462  |                     |  |  | -                  |  |  |                                   | -      |  |                    |  | -      |                   |  |  | -               
|                                                                         |  | Mar 18, 2013  |  |                                      | 82.37  |  |                |  | -      |                     |  |  | 8,401              |  |  |                                   | -      |  |                    |  | -      |                   |  |  | -               
|Non-executive directors’ restricted share awards (granted prior to 2012)
|P. Liétard                                                               |  | Jan 1, 2011   |  |                                      | 81.60  |  |                |  | 400    |                     |  |  | -                  |  |  |                                   | 400    |  |                    |  | 100.73 |                   |  |  | -               
|                                                                         |  | Jun 23, 2011  |  |                                      | 80.03  |  |                |  | 800    |                     |  |  | -                  |  |  |                                   | 400    |  |                    |  | 100.73 |                   |  |  | -               
|                                                                         |  | Jun 23, 2011  |  |                                      | 80.03  |  |                |  | 1,600  |                     |  |  | -                  |  |  |                                   | 800    |  |                    |  | 100.73 |                   |  |  | -               
|NP Cole Jr                                                               |  | Jan 1, 2011   |  |                                      | 81.60  |  |                |  | 400    |                     |  |  | -                  |  |  |                                   | 400    |  |                    |  | 100.73 |                   |  |  | -               
|                                                                         |  | Jun 23, 2011  |  |                                      | 80.03  |  |                |  | 800    |                     |  |  | -                  |  |  |                                   | 400    |  |                    |  | 100.73 |                   |  |  | -               
|CL Coleman                                                               |  | Jan 1, 2011   |  |                                      | 81.60  |  |                |  | 400    |                     |  |  | -                  |  |  |                                   | 400    |  |                    |  | 100.73 |                   |  |  | -               
|                                                                         |  | Jun 23, 2011  |  |                                      | 80.03  |  |                |  | 800    |                     |  |  |                    |  |  |                                   | 400    |  |                    |  | 100.73 |                   |  |  | -               
|K Dagdelen                                                               |  | Jan 1, 2011   |  |                                      | 81.60  |  |                |  | 400    |                     |  |  | -                  |  |  |                                   | 400    |  |                    |  | 100.73 |                   |  |  | -               
|                                                                         |  | Jun 23, 2011  |  |                                      | 80.03  |  |                |  | 800    |                     |  |  |                    |  |  |                                   | 400    |  |                    |  | 100.73 |                   |  |  | -               
|RI Israel^                                                               |  | Jan 1, 2011   |  |                                      | 81.60  |  |                |  | 400    |                     |  |  | -                  |  |  |                                   | 400    |  |                    |  | 100.73 |                   |  |  | -               
|                                                                         |  | Jun 23, 2011  |  |                                      | 80.03  |  |                |  | 800    |                     |  |  | -                  |  |  |                                   | 400    |  |                    |  | 100.73 |                   |  |  | -               
|J Kassum^^                                                               |  | n/a           |  |                                      | n/a    |  |                |  | n/a    |                     |  |  | n/a                |  |  |                                   | n/a    |  |                    |  | n/a    |                   |  |  | n/a             
|J Mabunda Lioko^^^^                                                      |  | n/a           |  |                                      | n/a    |  |                |  | n/a    |                     |  |  | n/a                |  |  |                                   | n/a    |  |                    |  | n/a    |                   |  |  | n/a             
|A Quinn                                                                  |  | Nov 1, 2011   |  |                                      | 110.28 |  |                |  | 800    |                     |  |  | -                  |  |  |                                   | 400    |  |                    |  | 100.73 |                   |  |  | -               
|K Voltaire                                                               |  | Jan 1, 2011   |  |                                      | 81.60  |  |                |  | 400    |                     |  |  | -                  |  |  |                                   | 400    |  |                    |  | 100.73 |                   |  |  | -               
|                                                                         |  | Jun 23, 2011  |  |                                      | 80.03  |  |                |  | 800    |                     |  |  | -                  |  |  |                                   | 400    |  |                    |  | 100.73 |                   |  |  | -               

| | * | NASDAQ Global Select Market closing price on day preceding date of grant or if a public holiday,
the next trading day.
| | - | ----------------------------------------------------------------------------------------------------------------------



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| | ** | Vesting of the executive directors’ award is subject to performance conditions.
| | -- | -------------------------------------------------------------------------------

| | ^ | Mr. Israel did not stand for reappointment as a director and resigned at the 2012 shareholders’
annual general meeting on April 30, 2012. At March 23, 2012, which is the last date Mr.Israel made his shareholding available to
the company, Mr. Israel held 41,163 ordinary shares in the company.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ^^ | Mr.Kassum was appointed to the board on January 31, 2014.
| | -- | ---------------------------------------------------------

| | ^^^^ | Mrs. Mabunda Lioko was appointed to the board on January 28, 2013.
| | ---- | ------------------------------------------------------------------



Non-executive director share awards at our
annual general meetings



|Director          |  | Date of Vesting* |  | Number of Shares awarded |       |  | Market price at date of vesting (US$) | 
|----------------- |  | ---------------- |  | ------------------------ | ----- |  | ------------------------------------- | 
|P. Liétard        |  | April 30, 2012   |  |                          | 1,200 |  |                                       | 
|                  |  | April 29, 2013   |  |                          | 1,200 |  |                                       | 
|NP Cole Jr        |  | April 30, 2012   |  |                          | 1,200 |  |                                       | 
|                  |  | April 29, 2013   |  |                          | 1,200 |  |                                       | 
|CL Coleman        |  | April 30, 2012   |  |                          | 1,200 |  |                                       | 
|                  |  | April 29, 2013   |  |                          | 1,200 |  |                                       | 
|K Dagdelen        |  | April 30, 2012   |  |                          | 1,200 |  |                                       | 
|                  |  | April 29, 2013   |  |                          | 1,200 |  |                                       | 
|J Kassum^         |  | April 30, 2012   |  |                          | n/a   |  |                                       | 
|                  |  | April 29, 2013   |  |                          | n/a   |  |                                       | 
|J Mabunda Lioko^^ |  | April 30, 2012   |  |                          | n/a   |  |                                       | 
|                  |  | April 29, 2013   |  |                          | 1,200 |  |                                       | 
|A Quinn           |  | April 30, 2012   |  |                          | 1,200 |  |                                       | 
|                  |  | April 29, 2013   |  |                          | 1,200 |  |                                       | 
|K Voltaire        |  | April 30, 2012   |  |                          | 1,200 |  |                                       | 
|                  |  | April 29, 2013   |  |                          | 1,200 |  |                                       | 

| | * | The date of vesting is the date of grant being the annual general meeting at which the grant
of the awards were approved.
| | - | -------------------------------------------------------------------------------------------------------------------------

| | ^ | Mr. Kassum was appointed to the board on January 31, 2014.
| | - | ----------------------------------------------------------

| | ^^ | Mrs. Mabunda
                                         Lioko was appointed to the board on January 28, 2013.
| | -- | -----------------------------------------------------------------------------------------------------------



Co-Investment Plan



The Co-Investment Plan
rewards sustained performance relative to the group’s peers over a three year period. Each year, one third of any annual
bonus earned is compulsorily deferred and an executive director may also choose to commit further shares to the Co-Investment Plan.
The maximum commitment which may be made in the Co-Investment Plan is 200% of base salary by the CEO and 100% of base salary by
the CFO. Committed shares must be retained for three years and may be matched, depending on relative TSR performance over three
years against the Euromoney Global Gold Index.



If, after three years,
the TSR performance of the company equals or exceeds the performance of the Euromoney Global Gold Index, then the committed shares
may be matched on a stepped scale, as shown in the next table. The maximum level of matching is one for one and is awarded for
TSR performance of 10% per year (compounded) above the Euromoney Global Gold Index. This is considered to be a stretching level
of performance and the remuneration committee considers this target to be challenging in the context of the company’s historical
sustained outperformance of the market.



Three year TSR (performance per annum)

|                            |  | Level of matching on committed shares
|--------------------------- |  | -------------------------------------
|                            |  |                                      
|Compound growth (per annum) |  | Awards madein 2012                   
|                            |  |                                      
|Below the index             |  | Nil                                  
|Equal to the index          |  | 0.4 for 1                            
|Index +2%                   |  | 0.52 for 1                           



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|                            |  | Level of matching on committed shares
|--------------------------- |  | -------------------------------------
|                            |  |                                      
|Compound growth (per annum) |  | Awards madein 2012                   
|                            |  |                                      
|Index +4%                   |  | 0.64 for 1                           
|Index +6%                   |  | 0.76 for 1                           
|Index +8%                   |  | 0.88 for 1                           
|Index +10%, or higher       |  | 1 for 1                              



In 2013, D.M. Bristow committed 36,724 shares,
and was granted an equal matching award under the Co-Investment Plan. In 2013, G.P. Shuttleworth committed 8,401 shares, and was
granted an equal matching award under the Co-Investment Plan (as shown in the table below).



|Director          |  | Date of award |  | Market price at date of award (US$)* |        |  | At Jan 1, 2013 |  |        | Awarded in the year |  |  | Vested in the year |  |  | Market price at date vested (US$) |   |  | Lapsed in the year |  |   | At   Dec 31, 2013 |  |  | Vesting**
|----------------- |  | ------------- |  | ------------------------------------ | ------ |  | -------------- |  | ------ | ------------------- |  |  | ------------------ |  |  | --------------------------------- | - |  | ------------------ |  | - | ----------------- |  |  | ---------
|D.M. Bristow      |  | Jun 13, 2011  |  |                                      | 76.53  |  |                |  | 38,456 |                     |  |  | -                  |  |  |                                   | - |  |                    |  | - |                   |  |  | -        
|                  |  | Mar 16, 2012  |  |                                      | 101.49 |  |                |  | 28,843 |                     |  |  | -                  |  |  |                                   | - |  |                    |  | - |                   |  |  | -        
|                  |  | Mar 18, 2013  |  |                                      | 82.37  |  |                |  |        |                     |  |  | 36,724             |  |  |                                   | - |  |                    |  | - |                   |  |  | -        
|G.P. Shuttleworth |  | Jun 13, 2011  |  |                                      | 76.53  |  |                |  | 8,121  |                     |  |  | -                  |  |  |                                   | - |  |                    |  | - |                   |  |  | -        
|                  |  | Mar 16, 2012  |  |                                      | 101.49 |  |                |  | 6,462  |                     |  |  | -                  |  |  |                                   | - |  |                    |  | - |                   |  |  | -        
|                  |  | Mar 18, 2013  |  |                                      | 82.37  |  |                |  | -      |                     |  |  | 8,401              |  |  |                                   | - |  |                    |  | - |                   |  |  | -        

* NASDAQ Global Select Market dosing price on day preceding date
of grant or if a public holiday, the next trading day.

** Vesting is subject to performance conditions.



Vesting of share plan awards for the performance
period ending in 2013



The following awards, granted to the CEO and
CFO, vested (or were capable of vesting) in respect of a performance period ending in 2013:



D.M. Bristow



Co-Investment Plan



|Date of Grant |  | Award of shares |        |  | Date of vesting |             | Number of award shares vested | 
|------------- |  | --------------- | ------ |  | --------------- | ----------- | ----------------------------- | 
|June 13, 2011 |  |                 | 38,456 |  |                 | Jan 1, 2014 |                               | 



Performance Share Award



|Date of Grant  |  | Award of shares |        |  | Date of vesting |                | Number of award shares vested | 
|-------------- |  | --------------- | ------ |  | --------------- | -------------- | ----------------------------- | 
|April 29, 2013 |  |                 | 50,031 |  |                 | Sept 24, 2013* |                               | 

* Full vesting only on April 29, 2016 as detailed in “CEO
Performance Shares” above.



G.P. Shuttleworth



Restricted Share Scheme



|Date of Grant |  | Award of shares |        |  | Date of vesting |              | Number of award shares vested | 
|------------- |  | --------------- | ------ |  | --------------- | ------------ | ----------------------------- | 
|Sept 2, 2009  |  |                 | 54,000 |  |                 | Sept 2, 2013 |                               | 



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Co-Investment Plan



|Date of Grant |  | Award of shares |       |  | Date of vesting |             | Number of award shares vested | 
|------------- |  | --------------- | ----- |  | --------------- | ----------- | ----------------------------- | 
|Jun 13, 2011  |  |                 | 8,121 |  |                 | Jan 1, 2014 |                               | 



The vesting of the above
Co-Investment awards in respect of D.M. Bristow and G.P. Shuttleworth were subject to a performance condition which measures the
company’s Total Shareholder Return (TSR) performance against the Euromoney Global Gold Index (formerely named the HSBC Global
Gold Index). As the Company’s TSR performance exceeded the Index by over 35%, the performance condition was met in full in
respect of each of the awards and accordingly, the awards vested in full on the dates set out in the above tables.



The vesting of the one-fifth
of the performance shares for D.M. Bristow was dependent on a number of conditions the first of which is the first gold pour at
the Kibali gold mine which occurred on September 24, 2013. Accordingly, 10,006 shares met the performance condition at a value
of US$71.54. These shares will be transferred to D.M. Bristow provided that he is in office or employment by us on April 29, 2016.



The vesting of the above
restricted share scheme award for G.P. Shuttleworth, was subject to G.P. Shuttleworth achieving a satisfactory individual performance
rating (Individual Performance Condition) and the performance of the company’s TSR. The TSR performance condition for the
award relates to the measurement of the company’s TSR over the one year performance period against that of the Euromoney
Global Gold Index. The award would vest in full provided the company’s TSR performance out-performed the index, and the awards
would not vest where the company’s TSR performance falls below that of the Index.



The Individual Performance
Condition for the restricted share scheme awards relates to the individual performance rating of the executive director over the
one year performance period.



Both our TSR performance
and the Individual Performance Condition were satisfied in respect of the above restricted share scheme award, resulting in the
maximum number of shares vesting on September 2, 2013 and at a value of US$79.06 per vested share. TSR is the measure of
the returns that a company has provided for its shareholders, reflecting share price movements and assuming reinvestment of dividends.
Data is based on a one month average of trading day values.



The following tables set
forth the aggregate compensation for each of the directors, firstly the executive directors and secondly the non-executive directors:



|                       |  | Base Salary  December 31, |           |    | Annual Bonus  December 31, |  |           | Other Payments*  December 31 |  |  | Total  December 31, | 
|---------------------- |  | ------------------------- | --------- | -- | -------------------------- |  | --------- | ---------------------------- |  |  | ------------------- | 
|                       |  |                           |           |    |                            |  |           |                              |  |  |                     | 
|                       |  | 2013 ($)                  |           |    | 2012 ($)                   |  |           | 2013 ($)                     |  |  | 2012 ($)            | 
|                       |  |                           |           |    |                            |  |           |                              |  |  |                     | 
|Executive              |  |                           |           |    |                            |  |           |                              |  |  |                     | 
|D.M. Bristow (CEO)     |  |                           | 1,575,000 |    |                            |  | 1,500,000 |                              |  |  | 2,565,956           | 
|G.P Shuttleworth (CFO) |  |                           | 738,230   | ** |                            |  | 692,941   | **                           |  |  | 1,184,771           | 
|TOTAL                  |  |                           | 2,313,230 |    |                            |  | 2,192,941 |                              |  |  | 3,750,727           | 



| | * | Other payments include expenses for restricted share awards, performance share awards and Co-Investment
Plan awards which have been costed in accordance with IFRS 2, based on the valuation at the date of grant rather than the value
of the awards that vested in the year. Vesting is subject to a number of vesting conditions which may or may not be achieved.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ** | Mr G.P. Shuttleworth’s salary is paid in GBP. The effective exchange rate used to convert
his pay to US dollars in the above table is US$1: GBP1.56 (2012: US$1: GBP1.615).
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|                       |  | Fees |         |  | Other payments |  |         | Total | 
|---------------------- |  | ---- | ------- |  | -------------- |  | ------- | ----- | 
|Non-Executive Director |  | 2013 |         |  | 2012           |  |         | 2013  | 
|P Lietard              |  |      | 250,000 |  |                |  | 250,000 |       | 
|NP Cole Jr             |  |      | 135,000 |  |                |  | 135,000 |       | 
|CL Coleman             |  |      | 120,000 |  |                |  | 120,000 |       | 
|K Dagdelen             |  |      | 60,000  |  |                |  | 60,000  |       | 
|RI Israel^             |  |      | n/a     |  |                |  | 20,000  |       | 
|J Kassum^^             |  |      | n/a     |  |                |  | n/a     |       | 
|J Mabunda Lioko^^^     |  |      | 45,833  |  |                |  | n/a     |       | 
|AJ Quinn               |  |      | 85,000  |  |                |  | 85,000  |       | 
|K Voltaire             |  |      | 125,000 |  |                |  | 125,000 |       | 
|Total                  |  |      | 820,833 |  |                |  | 795,000 |       | 










| | * | Pursuant to the authority granted at the May 2011 AGM, each non-executive director who was a director at that time, was
awarded 1,200 restricted shares (US$80.03 per share) effective June 23, 2011, with the chairman receiving an additional 2,400 restricted
shares (US$80.03 per share). One-third of these restricted shares vested on January1, 2012, one-third vested on January 1, 2013
and the final one-third vests on January 1, 2014. These restricted share award grants have been costed in full in accordance with
IFRS within the 2012 financial year. In addition, each non-executive director was awarded 1,200 shares pursuant to the approval
granted at 2012 AGM on April 30, 2012, which vested immediately and have also been fully costed. In 2013, other payments consisted
only of the annual 1,200 award to each non-executive director approved at the AGM (US$78.79 per share).
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ^ | Mr. Israel did not stand for reappointment as a director and resigned at the 2012 annual general meeting on April 30, 2012.
| | - | ---------------------------------------------------------------------------------------------------------------------------

| | ^^ | Mr. Kassum was appointed to the board on January 31, 2014.
| | -- | ----------------------------------------------------------

| | ^^^ | Mrs. Mabunda Lioko was appointed to the board of January 28, 2013.
| | --- | ------------------------------------------------------------------



The high and low share
prices for our ordinary shares for 2013 on the London Stock Exchange were £64.66 and £37.03, respectively, and our
high and low price for our ADSs on the NASDAQ Global Select Market were $102.02 and $60.90, respectively. The ordinary share price
on the London Stock Exchange and the price of an ADS on the NASDAQ Global Select Market at December 31, 2013, the last day
of trading, were £37.90 and $62.81, respectively.



The total number of awards
of restricted shares granted at February 28, 2014, including shares subject to vesting conditions, held by executive officers
were as follows:



|Name       |  | Number ofAwardedShares
|---------- |  | ----------------------
|J. Steele  |  | 40,000                
|W. Jacobs  |  | 24,000                
|S. Touré   |  | 24,000                
|M.A. Welsh |  | 30,000                



C. BOARD PRACTICES



Directors’ Terms of Employment



We have entered into contracts
of employment with our executive directors Dr. D.M. Bristow and Mr. G.P. Shuttleworth with a notice period of
six months.



We have entered into letters
of appointment with our non-executive directors. Each director is subject to re-election annually by our shareholders in accordance
with the provisions of the United Kingdom Corporate Governance Code (2012 Edition).



Board of Directors Committees



The board has established
and delegated specific roles and responsibilities to three committees and three management committees to assist with the execution
of its mandate and in order to ensure good corporate governance. The standing committees comprise an audit committee, a remuneration
committee and a governance and nomination committee, all of which are chaired by independent non-executive directors. The audit,
remuneration, and governance and nomination committees are comprised of non-executive directors. The management committees comprise the executive committee,
the environmental and social committee, both chaired by the chief executive officer and the treasury committee, chaired by the
chief financial officer.



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Meetings of the board committees
are held quarterly and members of the executive committee are regular attendees at board and committee meetings by invitation.
Several members of the management team attend meetings of committees whose roles and responsibilities are relevant to their job
functions.



The board and management
have been following the developments in corporate governance requirements and best practice standards, and as these have evolved
we have responded in a positive and proactive way by assessing our practices against these requirements and modifying, or targeting
for modification, practices to bring them into compliance with these corporate governance requirements and best practice standards.



Audit Committee



Membership of the audit
committee, including its chairman, comprises only independent non-executive directors, in compliance with the Sarbanes-Oxley Act
and the guidelines of the United Kingdom Corporate Governance Code (2012 Edition). The audit committee is comprised of three independent non-executive
directors. The members of the audit committee are Dr. K. Voltaire (chairman), Mr. C.L. Coleman and Mr. A.J. Quinn.
Mrs. J. Mabunda Lioko and Mr. Kassum will join the audit committee on May 3, 2014 and Mr. Coleman will step down from the committee
on May 6, 2014. All members of the committee have considerable financial knowledge and experience to help oversee and guide the
board and us in respect of the audit and corporate governance functions.



The board adopted the audit
committee’s terms of reference on January 30, 2012 and following a review by the audit committee on January 27 and on January
30 2014, the audit committee agreed its terms of reference did not require amendment. A copy of the audit committee’s terms
of reference is available on the company’s website . The committee’s mandate, as delegated by the board, is to provide
advice for the board regarding its oversight responsibilities and its duties, roles and responsibilities include the following:



| | • | Monitoring the integrity of the financial statements and formal announcements relating to the group’s
financial performance and reviewing significant financial and other reporting judgments;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Reviewing the accounting principles, policies and practices which have been adopted by the group
in the preparation of the annual financial statements, financial reporting issues and disclosures in the financial reports;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Reviewing and monitoring the effectiveness of the group’s internal control and risk management
systems, including reviewing the process for identifying, assessing and reporting key risks and control activities;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Approving the internal audit plan and reviewing regular reports from the head of internal audit
on the effectiveness of the internal control system;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Making recommendations to the board on the appointment, re-appointment or change of the group’s
external auditors and approving the remuneration and terms of engagement of the group’s external auditors;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Overseeing the board’s relationship with the external auditors and ensuring the group’s
external auditors’ independence and objectivity and the effectiveness of the audit process is monitored and reviewed;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Developing, implementing and maintaining a policy on the engagement of the group’s external
auditors’ supply of non-audit services;
| | - | -----------------------------------------------------------------------------------------------------------------------------------



| | • | Reporting to the board any matters which have been identified that the committee consider need
to be considered, actioned or improved upon;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------



| | • | Monitoring the group’s compliance with legal and regulatory requirements including ensuring
that effective procedures are in place relating to the group’s whistleblowing and anti-corruption policies; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Assessing whether the annual
                                         report, considered in its entirety, is fair, balanced and understandable, then subsequently
                                         recommending its approval to the board.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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The audit committee also
reviews the scope of work carried out by the external auditors and holds discussions with the external auditors at least twice
a year.



The audit committee is
responsible for reviewing all financial statements prior to approval by the board, all other disclosures containing financial information
and all management reports which accompany any financial statements. The audit committee is also responsible for approval of internal
audit plans and for considering and approving the audit strategy and approach of the external auditor, any recommendation affecting
the company’s internal controls, the results of internal and external audits and any changes in accounting practices or policies.



In addition, the audit
committee is responsible for assessing management’s programs and policies relating to the adequacy and effectiveness of internal
controls over our accounting and financial systems. The audit committee reviews and discusses with the chief executive officer
and the chief financial officer the procedures undertaken in connection with their certifications for annual filings in accordance
with the requirements of applicable securities regulatory authorities. The audit committee is also responsible for recommending
to the board the external auditor to be nominated for shareholder approval who will be responsible for auditing the financial statements
and completing other audit, review or attestation services. The audit committee also recommends to the board the compensation to
be paid to the external auditor and directly oversees its work. Our external auditor reports directly to the audit committee. The
audit committee reports directly to the board of directors.



In relation to risk management,
the committee reviews our risk policies with respect to risk identification and the risk management process, ensuring that the
requirements of the Sarbanes-Oxley Act are met, as well as advising the board on the effectiveness of the risk management system.
Risk identification and evaluation process occurs on a continual basis, however a formal review is done by the audit committee
on an annual basis.



Our internal audit function
plays a critical role in the functioning of the audit committee with the head of internal audit reporting directly to the committee
with an administrative line to the chief financial officer. The group’s internal control processes and systems are monitored
by the group’s internal audit function. In 2013, a formal internal audit plan, which was reviewed and approved by the audit
committee, was executed across the group’s operations using internal resources and supplemented through the engagement of
external practitioners upon specified terms. The head of internal audit has unrestricted access to both the chief executive officer
and the chief financial officer, the board chairman and the chairman of the audit committee and is invited to attend and present
on the activities of the internal audit function at all meetings of the audit committee. The board is confident that the unfettered
access of the internal audit function to key board members and the direct and regular reporting to the audit committee enables
the function to discharge its duties as required by law and in fulfillment of its obligations to the company. In addition, the
audit committee meets regularly with internal and external auditors without the presence of management.



Remuneration Committee



The remuneration committee
reviews the remuneration of directors and senior management and determines the structure and content of the senior executives’
remuneration packages by reference to a number of factors including current business practice and our prevailing business conditions
and the mining and exploration industry. The remuneration committee is committed to the principles of accountability and transparency,
and to ensuring that remuneration arrangements align reward with performance. The remuneration committee is guided by its terms
of reference. The members of the remuneration committee are Mr. N.P. Cole Jr. (chairman), Dr. K. Voltaire and Mr. C.L.
Coleman. Mr. Quinn will join the remuneration committee on May 3, 2014.



The remuneration committee’s
responsibilities include:



| | • | Determining the remuneration policy and its specific application to the executive directors, as
well as its general application to the senior executives below the main board;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The determination of levels of reward for the executive directors;
| | - | ------------------------------------------------------------------



| | • | Providing guidance on evaluating the performance of the CEO, management development plans and succession
planning;
| | - | ------------------------------------------------------------------------------------------------------------------



| | • | Awards to be made under the Restricted Share Scheme and the Co-Investment Plan; and
| | - | -----------------------------------------------------------------------------------



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| | • | Communication with shareholders on the remuneration policy and the remuneration committee’s
work on behalf of the board.
| | - | ------------------------------------------------------------------------------------------------------------------------



Governance and Nomination Committee



The governance and nomination
committee’s function is to assist the board in identifying qualified individuals who are willing and have the necessary
independence and skills to act as directors of the company and be members of the board’s committees. The committee also
develops and monitors a process for evaluating the board’s effectiveness and oversees the company’s Code of Conduct.
The governance and nomination committee is guided by its terms of reference. In addition, the committee at the request of the
board, interviews and recruits any future board members. The members of the governance and nomination committee are Messrs. P.
Liétard (chairman), N.P. Cole, Jr. (senior independent non-executive director), C.L. Coleman and Dr. K. Dagdelen.
Mr. Kassum will join the governance and nomination committee on May 3, 2014 and Mr. Liétard will step down from the committee
on May 6, 2014 to be replaced by Mr. Coleman, who will chair the governance and nomination committee with effect from that
date.



The governance
and nomination committee’s responsibilities include:



| | • | Reviewing the structure, size and composition of the board and making recommendations to the board
with regard to any desired changes;
| | - | --------------------------------------------------------------------------------------------------------------------------------------



| | • | Identifying, evaluating and recommending, for board approval, candidates to fill board vacancies
as and when they arise;
| | - | ------------------------------------------------------------------------------------------------------------------------



| | • | Making recommendations to the board with regard to membership of the audit committee and remuneration
committee and any other of the board’s committees in consultation with the chairmen of those committees;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Making recommendations on the constitution of the board to ensure there is a balanced board in
terms of skills, knowledge, independence and experience;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Succession planning for directors and other senior executives of the company;
| | - | -----------------------------------------------------------------------------



| | • | Assessing a director’s potential conflict of interest and making recommendations to the board;
and
| | - | --------------------------------------------------------------------------------------------------



| | • | Making recommendations to the board concerning suitable candidates for the role of senior independent
director.
| | - | ---------------------------------------------------------------------------------------------------------------



D. EMPLOYEES



At the end of each of the past three years,
the breakdown of employees, including our subsidiaries by main categories of activity was as follows:



|At December 31, |  | 2011 |       |  | 2012 |  |       | 2013 | 
|--------------- |  | ---- | ----- |  | ---- |  | ----- | ---- | 
|                |  |      |       |  |      |  |       |      | 
|Gounkoto        |  |      | 12    |  |      |  | 53    |      | 
|Morila          |  |      | 324   |  |      |  | 415   |      | 
|Loulo           |  |      | 521   |  |      |  | 600   |      | 
|Tongon          |  |      | 410   |  |      |  | 410   |      | 
|Kibali          |  |      | 139   |  |      |  | 181   |      | 
|Total           |  |      | 1,406 |  |      |  | 1,742 |      | 



E. SHARE OWNERSHIP



See “Item 7 – Major Shareholders and Related Party Transactions”.



Employee Share Option Scheme



Since 1996, we have operated
a share option scheme under which senior management may be offered options to purchase our ordinary shares. The aggregate number
of shares available for issuance under the option scheme may not exceed 15% of our issued share
capital. Share options granted since 2007 are subject to performance criteria for individual employees. Any options provided to
an individual employee as defined by the rules of the scheme, are subject to an upper limit of 2% of our issued ordinary share
capital.



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The exercise price of any
new share options is determined as the closing price of the share on the trading day preceding that on which the person was granted
the option.



The scheme provides for
the early exercise of all options in the event of an acquisition of a number of shares that would require an offer to be made to
all of our other shareholders.



No options were awarded to staff in terms of
the Employee Share Option Scheme during 2013.



Restricted Share Scheme



On July 28, 2008,
our shareholders approved the creation of a restricted share scheme for employees and executive directors. At that time, the board
elected to limit eligibility for awards to executive directors. The board subsequently decided that all employees would be eligible
to receive restricted shares. The aggregate number of shares available for issuance under the restricted share scheme may not exceed
5% of our issued share capital. The awards of shares under the restricted share scheme are subject to the attainment of performance
criteria agreed with the remuneration committee.



Co-Investment Plan



Our Co-Investment Plan
approved by shareholders on May 4, 2011, rewards sustained performance relative to global peers over a three year period.



To encourage longer-term
alignment of executive director remuneration with shareholder interests, one third of any annual bonus earned is compulsorily deferred
and paid in shares after three years under the Co-Investment Plan. Deferred bonuses are subject to clawback in the event of a material
misstatement of the financial statements and accounts on which they were based. An executive director may also choose to commit
further shares to the Co-Investment Plan, up to 200% of base salary in the case of the chief executive officer and up to 100% of
base salary in the case of the chief financial officer. Committed shares must be retained for three years and may be matched, based
on our relative total shareholder return performance over three years against the Euromoney Global Gold Index.



The Board, in its discretion,
may grant awards under this Plan to any of our employees, including any executive director, who is required to devote substantially
the whole of his working time to his employment or office, provided that the employee agrees to retain shares for three years,
as described above. In 2012, the board decided to extend the scheme to senior managers of the company.



CEO Performance Shares



At the 2013 annual general meeting, shareholders
approved a one-off award of performance shares to D.M. Bristow. The vesting of the performance shares is subject to the achievement
of the conditions set out below and D.M. Bristow continuing to hold office or employment with the company during the period of
three years from April 29, 2013, the date of grant of the award of performance shares. The achievement of each of the following
conditions, which reflect the value enhancement and focus on establishing and operating our flagship Kibali gold mine, will result
in the vesting of one-fifth of the shares subject to the award:



| | • | the first gold pour occurs at the Kibali gold mine;
| | - | ---------------------------------------------------

| | • | the cumulative production at the Kibali gold mine in aggregate equals or exceeds 500,000oz of gold;
| | - | ---------------------------------------------------------------------------------------------------

| | • | gold production of the Randgold group in aggregate equals or exceeds 1Moz per annum, for any financial
year of the company;
| | - | ---------------------------------------------------------------------------------------------------------------------------

| | • | the vertical shaft at the Kibali gold mine is completed and signed-off by the contractor of the
vertical shaft and by the representative of Kibali gold mine; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | the Nzoro 2 hydroelectric power station (which is currently under construction) provides electricity
to the Kibali gold mine.
| | - | -----------------------------------------------------------------------------------------------------------------------------



Vesting of each one-fifth
of the award is to occur on the later of the expiration of the third anniversary after the date of grant and the date on which
a condition is achieved provided D. M. Bristow holds office or employment as at the date of achievement of the condition.
The award is subject to clawback (up to a maximum amount value of $4,000,000) at the discretion of the remuneration committee where
a material misstatement is found contained in the annual report and accounts of the company on which vesting of the award (or any
part thereof) is or is to be based.



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Item 7. Major Shareholders and
Related Party Transactions



A. MAJOR SHAREHOLDERS



As of February 28,
2014, our issued share capital consisted of 92,548,339 ordinary shares with a par value of $0.05 per share. To our knowledge we
are not, directly or indirectly, owned or controlled by another corporation, any foreign government or other person.



The following table sets
forth information regarding the beneficial ownership of our ordinary shares as of February 28, 2014, by:



| | • | Any person of whom the directors are aware that is interested directly or indirectly in 3% or more
of our ordinary shares;
| | - | --------------------------------------------------------------------------------------------------------------------------



| | • | Each of our directors; and
| | - | --------------------------



| | • | All of our executive officers and directors as a group.
| | - | -------------------------------------------------------



Beneficial ownership is
determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
Ordinary shares issuable pursuant to options, to the extent the options are currently exercisable or convertible within 60 days
of February 28, 2014, are treated as outstanding for computing the percentage of the person holding these securities but are
not treated as outstanding for computing the percentage of any other person.



Unless otherwise noted,
each person or group identified possesses sole voting and investment power with respect to the shares, subject to community property
laws where applicable. Unless indicated otherwise, the business address of the beneficial owners is: Randgold Resources Limited,
3rd Floor Unity Chambers, 28 Halkett Street, St. Helier, Jersey JE2 4WJ, Channel Islands.



|                                                                                  |  | Shares Beneficially Owned |           
|--------------------------------------------------------------------------------- |  | ------------------------- | ----------
|                                                                                  |  |                           |           
|Holder                                                                            |  | Number                    |           
|                                                                                  |  |                           |           
|D.M. Bristow                                                                      |  |                           | 714,963   
|G.P. Shuttleworth                                                                 |  |                           | 70,511    
|N.P. Cole Jr.                                                                     |  |                           | 9,327     
|C. L. Coleman                                                                     |  |                           | 8,600     
|K. Dagdelen                                                                       |  |                           | 4,800     
|P. Liétard                                                                        |  |                           | 41,227    
|A.J. Quinn                                                                        |  |                           | 4,200     
|K. Voltaire                                                                       |  |                           | 9,327     
|J. Mabunda Lioko                                                                  |  |                           | 1,200     
|J. Kassum (1)                                                                     |  |                           | 0         
|BNY (Nominees) Limited (2) One Canada Square,
    London, E14 5AL                 |  |                           | 48,627,583
|Wells Fargo & Company (3) 420 Montgomery Street, San Francisco, CA 94104          |  |                           | 5,624,454 
|BlackRock Inc. (4) 40 East 52nd Street New York, NY 10022                         |  |                           | 15,340,979
|Van Eck Associates Corporation (5) 335 Madison Ave, 19th Floor New York, NY 10017 |  |                           | 7,293,072 
|Vontobel Holding AG, Gottardstrasse 43, CH-8022,
    Zurich, Switzerland          |  |                           | 4,616,426 
|Directors and executive officers (6)                                              |  |                           | 864,155   



| | (1) | Mr. J. Kassum was appointed to the board on January 31, 2014.
| | --- | -------------------------------------------------------------



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| | (2) | Shares held by BNY (Nominees) Limited are held for and on behalf of our ADS holders.
| | --- | ------------------------------------------------------------------------------------

| | (3) | Wells Fargo & Company reported in its Schedule 13G/A filed with the Securities and Exchange
Commission on February 4, 2014 that its beneficial ownership in us amounted to 5,624,454 ordinary shares (6.10%) on a
consolidated basis. These shares are included in the shares held by BNY (Nominees) Limited. Wells Fargo & Company reported
that it has shared voting power with respect to 5,621,006 shares and shared dispositive power with respect to 5,623,784 shares.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | BlackRock Inc. reported in its Schedule 13G/A filed with the Securities and Exchange Commission
on January 10, 2014 that its beneficial ownership in us amounted to 15,340,979 ordinary shares (16.6%) on a consolidated
basis. These shares are included in the shares held by BNY (Nominees) Limited.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Van Eck Associates Corporation reported in its Schedule 13G/A filed with the Securities and Exchange
Commission on February 12, 2014 that its beneficial ownership in us amounted to 7,293,072 ordinary shares (7.91%) on
a consolidated basis. These shares are included in the shares held by BNY (Nominees) Limited.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | No director or executive officer beneficially owns in excess of 1% of the outstanding ordinary
shares.
| | --- | ------------------------------------------------------------------------------------------------------



To the knowledge of management,
none of the above shareholders hold voting rights which are different from those held by our other shareholders.



At December 31, 2013,
a total of 48,519,343 ordinary shares (or 52.57 percent of issued ordinary share capital) were held by The Bank of New York Mellon
as depositary for our American Depositary Receipt program. Each American Depositary Share (ADS) is equivalent to one ordinary
share in the company. At December 31, 2013 the number of persons who were registered holders of ADSs was reported at 81.
Randgold is aware that many ADSs are held of record by brokers and other nominees, and accordingly the above numbers are not necessarily
representative of the actual number of persons who are beneficial holders of ADSs or the number of ADSs beneficially held by these
persons.



All shareholders have
the same voting rights.



As at December
31, 2013 there were 1,442 holders of record of our ordinary shares. Of these holders 5 had registered addresses in the United
States and held a total of 9,667 ordinary shares, approximately 0.01% percent of the total outstanding shares. In addition,
certain accounts of record with registered addresses outside the United States, including The Bank of New York Mellon, hold
our ordinary shares in whole or in part, beneficially for United States persons.



At February 28, 2014
46,627,583 ADSs or approximately 52.54 percent of total issued share capital, were issued and outstanding and held of record by
approximately 83 registered holders.



Insofar as
is known to us, there was no person who, directly or indirectly, joint or severally, exercised or could exercise control over
Randgold nor is Randgold aware of any arrangements which might result in a change of control of Randgold.



B. RELATED PARTY TRANSACTIONS



Other than as
referred to below, none of our directors, officers or major shareholders or, to our knowledge, their families, had any interest,
direct or indirect, in any transaction during the last fiscal year or in any proposed transaction which has affected or will materially
affect us or our investment interests or subsidiaries. Refer to Note 20 on page F-56 of this
Annual Report for details provided on related party transactions that existed on December 31,
2013.



The Randgold Name



Under an agreement dated June 26, 1997,
Randgold & Exploration Group has licensed us to carry on business under the name “Randgold”. The license has
been provided to us on a royalty free perpetual basis. The U.K. Trademark Registry granted a registration certificate to us for
“Randgold” on February 16, 2001.



C. INTERESTS OF EXPERTS AND COUNSEL



Not applicable.



Item 8. Financial Information



See Item 18.



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Item 9. The Offer and Listing



A. OFFER AND LISTING DETAILS



The following table sets
forth, for the periods indicated, the high and low sales prices of our ordinary shares, as reported by the London Stock Exchange,
and of our ADSs, as reported by the NASDAQ Global Select Market. Effective March 10, 2003, we changed the ratio of ordinary
shares to ADSs from two ordinary shares per ADS to one ordinary share per ADS, so that each ADS now represents one ordinary share.
In March 2003 we changed the currency in which the price of our ordinary shares that are traded on the London Stock Exchange are
quoted. The ordinary shares are now quoted in pound sterling and not in US dollars. The ADSs continue to be quoted on the London
Stock Exchange and the NASDAQ Global Select Market in US dollars.



|                       |  | Price Per Ordinary Share |       |  | Price Per ADS | 
|---------------------- |  | ------------------------ | ----- |  | ------------- | 
|                       |  |                          |       |  |               | 
|Financial Period Ended |  | High(£)                  |       |  | Low  (£)      | 
|                       |  |                          |       |  |               | 
|December 31, 2013      |  |                          | 64.65 |  |               | 
|December 31, 2012      |  |                          | 77.75 |  |               | 
|December 31, 2011      |  |                          | 75.55 |  |               | 
|December 31, 2010      |  |                          | 66.55 |  |               | 
|December 31, 2009      |  |                          | 53.45 |  |               | 



|                                          |  | Price     Per
    Ordinary Share |       |  | Price
    Per ADS | 
|----------------------------------------- |  | -------------------------------- | ----- |  | ----------------- | 
|                                          |  |                                  |       |  |                   | 
|Calendar Period                           |  | High(£)                          |       |  | Low(£)            | 
|                                          |  |                                  |       |  |                   | 
|2014                                      |  |                                  |       |  |                   | 
|First Quarter (through February 28, 2014) |  |                                  | 49.39 |  |                   | 
|2013                                      |  |                                  |       |  |                   | 
|Fourth Quarter                            |  |                                  | 50.25 |  |                   | 
|Third Quarter                             |  |                                  | 54.40 |  |                   | 
|Second Quarter                            |  |                                  | 56.90 |  |                   | 
|First Quarter                             |  |                                  | 64.66 |  |                   | 
|2012                                      |  |                                  |       |  |                   | 
|Fourth Quarter                            |  |                                  | 77.75 |  |                   | 
|Third Quarter                             |  |                                  | 76.15 |  |                   | 
|Second Quarter                            |  |                                  | 60.35 |  |                   | 
|First Quarter                             |  |                                  | 75.65 |  |                   | 



|               |  | Price Per Ordinary Share |       |  | Price Per ADS | 
|-------------- |  | ------------------------ | ----- |  | ------------- | 
|               |  |                          |       |  |               | 
|Calendar Month |  | High (£ )                |       |  | Low (£)       | 
|               |  |                          |       |  |               | 
|2014           |  |                          |       |  |               | 
|February       |  |                          | 49.39 |  |               | 
|January        |  |                          | 43.29 |  |               | 
|2013           |  |                          |       |  |               | 
|December       |  |                          | 43.19 |  |               | 
|November       |  |                          | 50.25 |  |               | 
|October        |  |                          | 49.38 |  |               | 
|September      |  |                          | 51.70 |  |               | 



B. PLAN OF DISTRIBUTION



Not applicable.



C. MARKETS



Our ordinary shares are
listed on the London Stock Exchange, which currently constitutes the principal non-United States trading market for those shares,
under the symbol RRS and our ADSs trade in the United States on the NASDAQ Global Select Market under the trading symbol GOLD,
in the form of American Depositary Receipts. The American Depositary Receipts are issued by The Bank of New York Mellon, as Depositary.
Each American Depositary Receipt represents one American Depositary Share. Each American Depositary Share represents one of our
ordinary shares.



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D. SELLING SHAREHOLDERS



Not applicable.



E. DILUTION



Not applicable.



F. EXPENSES OF THE ISSUE



Not applicable.



Item 10. Additional Information



A. SHARE CAPITAL



Not applicable.



B. MEMORANDUM AND ARTICLES OF ASSOCIATION



General



We are a company organized
with limited liability under the laws of Jersey, Channel Islands. Our registered number is 62686.



The authorized share capital
is $6,000,000 divided into 120,000,000 ordinary shares of $0.05 each, of which 92,548,339 were issued as at February 28, 2014
and 27,451,661 were available for issue.



Details of our Memorandum
and Articles of Association are provided below.



Memorandum of Association



Clause 2 of our Memorandum
of Association provides that we shall have unrestricted corporate capacity.



Changes in Capital or
Objects and Powers



Subject to the Companies
(Jersey) Law (the “1991 Law”) and our Articles of Association, we may by special resolution at a general meeting:



| | • | increase our authorized or paid up share capital;
| | - | -------------------------------------------------



| | • | consolidate and divide all or any part of our shares (whether issued or not) into shares of a larger
amount;
| | - | ------------------------------------------------------------------------------------------------------------



| | • | sub-divide all or any part of our shares into shares of smaller amount than is fixed by our Memorandum
of Association;
| | - | ----------------------------------------------------------------------------------------------------------------------



| | • | convert any of our fully paid shares the nominal value of which is expressed in one currency into
fully paid shares of a nominal value of another currency and denominate the nominal value of our issued or unissued shares in units
of the currency into which they have been converted;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | convert any of our paid-up shares into stock, and reconvert any stock into any number of paid-up
shares of any denomination;
| | - | ----------------------------------------------------------------------------------------------------------------------------



| | • | convert any of our existing non-redeemable shares (whether issued or not) into redeemable shares
which can be redeemed;
| | - | -----------------------------------------------------------------------------------------------------------------------



| | • | cancel shares which, at the date of passing of the resolution, have not been taken or agreed to
be taken by any person, and diminish the amount of our share capital by the amount of the shares so cancelled;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reduce the authorized share capital;
| | - | ------------------------------------



| | • | reduce our issued share capital, any capital redemption reserve, any share premium account or any
other undistributable reserve in any way; or
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



| | • | alter our Memorandum of Association or Articles of Association.
| | - | ---------------------------------------------------------------



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Articles of Association



We last updated our Articles
of Association following our annual general meeting on May 3, 2011, where we adopted by special resolution a modern set of articles
that a London Stock Exchange listed company should have. At the same time, changes were made to reflect new requirements imposed
by the United Kingdom Listing Authority on “premium listed” companies.



The shareholders will be
asked at our annual general meeting to be held on May 6, 2014 to approve a number of amendments to the Articles of Association:
(i) relating to the payment of scrip dividends: (ii) to allow the company to supply notices, documents or information by means
of a website (or other electronic means), rather than by sending printed copies to shareholders; and (iii) to bring the Articles
of Association in line with the procedure historically adopted to pay the non-executive director’s fees partly in shares.



General Meeting of Shareholders



We may at any time convene
general meetings of shareholders. We are required to hold an annual general meeting once every year. No more than fifteen months
may elapse between the date of one annual general meeting and the next.



Annual general meetings
require twenty business days’ notice of the place, day and time of the meeting in writing or in an electronic communication
to our shareholders. Any other general meeting (called an extraordinary general meeting) requires no less than fourteen clear days’
notice in writing or in an electronic communication. In addition, provided that it has been authorized by an ordinary resolution
of shareholders and certain other requirements are complied with, a notice may instead of being sent to shareholders, be published
on our website. Our business may be transacted at a general meeting only when a quorum of shareholders is present. Two persons
entitled to attend and to vote on the business to be transacted, each being a member or a proxy for a member or a duly authorized
representative of a corporation which is a member, constitute a quorum. NASDAQ’s Global Select Market’s marketplace
rules, which apply to all companies listed on the NASDAQ Global Select Market, state in Rule 4350(f) that the minimum quorum for
any meeting of holders of a company’s common stock is 33 1/3% of the outstanding shares.



As a result, we requested,
and the NASDAQ Global Select Market granted to us, an exemption from compliance with the Rule 4350(f) requirement.



The annual general meetings
deal with and dispose of all matters prescribed by our Articles of Association and by the 1991 Law including:



| | • | the consideration of our annual financial statements and report of our independent accountants;
| | - | -----------------------------------------------------------------------------------------------



| | • | the election of directors; and
| | - | ------------------------------



| | • | the appointment of independent auditors.
| | - | ----------------------------------------



Voting Rights



Subject to any special
terms as to voting on which any shares may have been issued or may from time to time be held, at a general meeting, every shareholder
who is present in person (including any corporation present by its duly authorized representative) shall on a show of hands have
one vote and every shareholder present in person or by proxy shall on a poll have one vote for each share of which he is a holder.
In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders. The Articles of Association include a new provision that for as long as our
shares are admitted to trading on the London Stock Exchange or on the NASDAQ Global Select Market, at any general meeting a resolution
put to the meeting shall be decided on a poll.



Unless we otherwise determine,
no shareholder is entitled to vote at a general meeting or at a separate meeting of the holders of any class of shares, either
in person or by proxy, or to exercise any other right or privilege as a shareholder in respect of any share held by him unless
all calls presently payable by him in respect of that share, whether alone or jointly with any other person, together with interest
and expenses, if any, have been paid to us.



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Dividends



Subject to the provisions
of the 1991 Law and of the Articles of Association, we may, by ordinary resolution, declare dividends to be paid to shareholders
according to their respective rights and interests in our profits. However, no dividend shall exceed the amount recommended by
us. Subject to the provisions of the 1991 Law, we may pay an interim dividend, including a dividend payable at a fixed rate, if
an interim dividend appears to us to be justified by our distributable reserves.



Except as otherwise provided
by the rights attached to any shares, all dividends shall be declared and paid according to the amounts paid up, otherwise than
in advance of calls, on the shares on which the dividend is paid. All dividends, interest or other sum payable and unclaimed for
12 months after having become payable may be invested or otherwise made use of by the board for our benefit until claimed. All
dividends unclaimed for a period of 12 years after having been declared or become due for payment shall, if we so resolve, be forfeited
and shall cease to remain owing by us.



We may, with the authority
of an ordinary resolution, direct that payment of any dividend declared may be satisfied wholly or partly by the distribution of
assets, and in particular of paid up shares of the company or by the distribution of assets, or in any one or more of those ways.



We may also with the prior
authority of an ordinary resolution, and subject to such conditions as we may determine, offer to holders of shares the right to
elect to receive new shares, credited as fully paid, instead of the whole, or some part, to be determined by us, of any dividend
specified by the ordinary resolution.



The Board has discretion
under the Articles of Association to pay dividends in a currency other than US dollars.



Ownership Limitations



Our Articles of Association
and the 1991 Law do not contain limits on the number of shares that a shareholder may own.



Distribution of Assets on a Winding-Up



If we are wound up, we
may, with the sanction of a special resolution and any other sanction required by law, divide among the shareholders in specie
the whole or any part of our assets provided that no shareholder shall be compelled to accept any assets upon which there is a
liability. For that purpose, the liquidator, or the directors (where there is no liquidator) may value any assets and determine
how the dividend shall be carried out as between the shareholders or vest the whole or any part of the assets in trustees on such
trusts for the benefit of the shareholders.



Transfer of Shares



Every shareholder may transfer
all or any of his shares by instrument of transfer in writing in any usual form or in any form approved by us. The instrument must
be executed by or on behalf of the transferor and, in the case of a transfer of a share which is not fully paid up, by or on behalf
of the transferee. The transferor is deemed to remain the holder until the transferee’s name is entered in the register of
shareholders.



We may, in exceptional
circumstances approved by the Financial Conduct Authority, refuse to register the transfer of shares provided that such
refusal would not disturb the market in those shares. Subject to the requirements of the Financial Conduct Authority, we
may, in our absolute discretion and without giving any reason, refuse to register any transfer of a certificated share on which
we have a lien, provided that where any such shares are admitted to the Official List of the United Kingdom Listing Authority
such discretion may not be exercised in a way which the Financial Conduct Authority or the London Stock Exchange regards
as preventing dealings in the shares of the relevant class or classes from taking place on an open or proper basis.



We may also refuse to register
a transfer of certificated shares unless the instrument of transfer is:



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| | • | lodged at the registered office of the Company for the time being or another place that we may
from time to time determine accompanied by the certificate for the shares to which it relates and any other evidence as we may
reasonably require to show the right of the transferor to make the transfer;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | it is in respect of only one class of shares; and
| | - | -------------------------------------------------



| | • | in favor of not more than four transferees.
| | - | -------------------------------------------



Unless otherwise permitted
by the Companies (Uncertificated Securities) (Jersey) Order 1999, we may not close any register relating to a participating security
without the consent of the approved operator of the relevant system.



Variation of Rights



If at any time our share
capital is divided into shares of different classes, any of the rights for the time being attached to any share or class of shares
may be varied or abrogated in the manner, if any, that is provided by the rights or, in the absence of any such provision, either
with the consent in writing of the holders of a majority in nominal value of the issued shares of the class or with the sanction
of an ordinary resolution passed at a separate meeting of the holders of the issued shares of that class. The quorum at that meeting
shall be persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class in question
and at an adjourned meeting, if a quorum as stated is not present, the shareholders that are present shall be a quorum.



The special rights conferred
upon the holders of any shares of class of shares issued with preferred, deferred or other special rights shall (unless otherwise
expressly provided by the terms of issue of such shares of under the Articles of Association) be deemed not to be varied or abrogated
by the creation or issue of further shares or further classes of shares ranking pari passu therewith.



Capital Calls



Subject to the terms of
allotment of shares, we may from time to time make calls on the members in respect of any monies unpaid on the shares, whether
in respect of nominal value or premium, and not payable on a fixed date. A member must receive fourteen days’ notice of any
call and any call is deemed to be made when the resolution of the board authorizing such call was passed.



If any call is not paid
on or before the date appointed for payment, the person liable to pay that call shall pay interest on the amount unpaid from the
day upon which it became due and payable until it and any expenses incurred by us as a result of the non-payment are paid at the
HSBC bank’s base rate plus two per cent. per annum or the rate fixed by the terms of the allotment of the share such amount
of interest as we may determine provided that we may waive payment of the interest wholly in part.



Unless we otherwise determine,
no member shall be entitled to receive any dividend or to be present or to vote, either in person or by proxy, at any general meeting
or at a separate meeting of the holders of a class of shares or on a poll, or be included in a quorum, or to exercise other rights
conferred by membership in relation to the meeting or poll, unless and until any outstanding calls in respect of his shares are
paid.



Borrowing Powers



We may exercise all of
our powers to borrow money and to mortgage or charge all or any part of our undertaking, property and assets, present and future,
and uncalled capital and, subject to the provisions of the 1991 Law and the Articles of Association, to issue debentures and other
loan stock and other securities, whether outright or as collateral security for any debt, liability or obligation of ours or of
any third party.



Issue of Shares and Preemptive Rights



Subject to the provisions
of the 1991 Law and subject to and without prejudice to any rights attached to any shares, we may issue shares with any rights
or restrictions attached to them as we may from time to time determine by ordinary resolution, or if no ordinary resolution has
been passed or an ordinary resolution does not make specific provision, as we may determine. Subject to provisions of the 1991
Law, we may issue shares that are redeemable or are liable to be redeemed at our option or
the option of the holder holding such redeemable shares. Subject to the provisions of the 1991 Law the unissued shares at the date
of adoption of the Articles of Association and shares created thereafter shall be at our disposal. We cannot issue shares at a
discount.



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The Articles of Association
contain pre-emption rights. Before allotting any Equity Securities (as defined in the Articles of Association) such Equity Securities
are to be offered to holders of ordinary shares on the same or more favorable terms and in the same proportion of those shares
in nominal value held by the holder of the ordinary shares. Equity Securities shall not be allotted unless the period during which
any such offer may be accepted by the relevant current holders has expired or we have received notice of the acceptance or refusal
of every offer made to holders. Pre-emption rights do not apply where a shareholder has renounced his right for those allotted
shares, shares are to be allotted under an Employee Share Scheme, shares are to be allotted otherwise for cash or the allotment
is in relation to an issue of bonus shares. Shareholders must have a period of at least fourteen days in which to accept the offer
and the offer may not be withdrawn within this period. The pre-emption rights may be disapplied by a special resolution for the
allotment of Equity Securities wholly for cash either generally or in respect of a specific allotment where the authority granted
pursuant to the special resolution is for a certain period of time. A proposed special resolution disapplying the pre-emption rights
must be recommended by the directors who must give the shareholders their reasons for making the recommendations and if known,
the amount to be paid to us in respect of the Equity Securities to be allotted.



Interests in Shares



We can give notice to any
person who is interested in shares or who has been interested in the shares at any time during the three years preceding the date
on which the disclosure notice is issued. If the interested party holds less than 0.25% of shares in a class and does not provide
the information requested by us within a reasonable time, the shareholder shall not be entitled to attend or vote at any general
meeting. If the interested party holds at least 0.25% of shares in a class and does not provide the information requested by us
within a reasonable time, the shareholder shall not be entitled to (i) attend or vote at any general meeting; (ii) receive
dividends; (iii) be allotted shares in lieu of dividends; and (iv) transfer shares. Notwithstanding these prohibitions,
the interested party can still trade his shares on the London Stock Exchange.



The Articles of Association
provide that if at any time we have a class of shares admitted to trading on the London Stock Exchange, we must comply with the
vote holder and issuer notification rules set out in Rule 5 of the UK Disclosure Rules and Transparency Rules (‘DTRs’),
which shall apply to us and our shareholders. Shareholders have to make notifications of changes in major shareholdings. Sanctions
imposed where the provisions of Rule 5 of the DTRs are not followed included suspension of voting and/or dividend rights.



Directors obliged to notify us of their
shareholding in the Company



The Articles of Association
incorporate the requirements of Rule 3 of the DTRs and directors are obliged to notify us of their shareholding. A director is
also required to notify us of any increase in the number of shares he holds and if he disposes of any shares. Notification must
also be given by a director where he has entered into an option or warrant to acquire or dispose of shares. The notification obligation
is quite wide as it also extends to any shares held by a director’s spouse or civil law partner; child or step-child, and
any of their siblings; and any relative of a director who has shared the same household with the director over 12 months preceding
the director’s appointment. A director is also required to notify us if he or any of his family members’ hold 33% of
the voting rights of a corporate entity. We are also under an obligation to use our reasonable endeavors to procure that the directors
and those discharging managerial responsibilities and their connected persons comply with Rule 3 of the DTRs.



Meetings of the Board of Directors



Any director may, and the
secretary at the request of a director shall, call a board meeting at any time. Notice is deemed to be duly given to a director
if it is given to him personally, by word of mouth, by electronic communication or in writing. A director may waive this notice
requirement, either prospectively or retrospectively.



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Subject to our Articles
of Association the board of directors may meet for the conducting of business, adjourn and otherwise regulate its proceedings as
it sees fit. The quorum necessary for the transaction of business may be determined by the board of directors and unless otherwise
determined shall be two directors. A duly convened meeting of the board of directors at which a quorum is present is necessary
to exercise all or any of the board’s authorities, powers and discretions.



The board of directors
may delegate to any director holding an executive office any of its powers, authorities and discretions for such time, on such
terms and subject to such conditions as it sees fit. In particular, it may grant the power to sub-delegate and may retain or exclude
the right of the board to exercise the delegated powers, authorities or discretions collaterally with the director. Such delegation
can be revoked at any time or its terms and conditions altered. The board of directors may also delegate any of its powers, authorities
and discretions for such time and on such terms and subject to such conditions as it sees fit to any committee consisting of one
or more directors (if thought fit) one or more other persons, or to a person who need not be a director. The powers, authorities
and discretions that the board of directors may delegate, may include all powers and discretions whose exercise involves or may
involve the payment of remuneration or the conferring of any other benefit on all or any of the directors.



Any person, committee or
sub-committee to whom the board of directors has delegated powers, shall in exercising such powers conform to any regulations or
charters which may from time to time be imposed by the board and which may provide for members of the committee who are not directors
to have voting rights as members of the committee / sub-committee but so that (a) the number of members who are not directors
shall not be less than one-half of the total number of members of the committee / sub-committee and (b) no resolution of the
committee / sub-committee shall be effective unless a majority of the members of the committee / sub-committee present throughout
the meeting are directors.



The Articles of Association
contain provisions setting out in general terms the power of the Board to delegate its powers.



Remuneration of Directors



Our directors shall be
entitled to receive by way of fees for their services as directors any sum that we may from time to time determine, not exceeding
in aggregate $1,000,000 per annum or any other sum as we, by ordinary resolution in a general meeting, shall from time to time
determine. That sum, unless otherwise directed by ordinary resolution of us by which it is voted, shall be divided among the non-executive
directors in the proportions and in the manner that the board determines or, if the board has not made a determination, equally.
The directors are entitled to be repaid all traveling, hotel and other expenses properly incurred by them in or about the performance
of their duties as directors. The shareholders will be asked at the annual general meeting of the company in May 2014 to approve
the increase of the $1,000,000 per annum amount to $1.5 million.



Subject to the 1991 Law,
the Articles of Association and the requirements of the London Stock Exchange and any other relevant stock exchange, the board
of directors may now arrange for part of a fee payable to a director to be provided in the form of fully-paid shares in our capital.
The amount of the fee payable will be at the board’s discretion and shall be applied in the purchase or subscription of shares
on behalf of the relevant director. In the case of a subscription of shares, the subscription price per share shall be deemed to
be the closing middle-market quotation for a fully paid share of the Company of that class as published in the Daily Official List
of the NASDAQ Global Select Market (or such other quotation derived from such other source as the board of directors may deem appropriate)
on the day of subscription.



The salary or remuneration
of any director appointed to hold any employment or executive office may be either a fixed sum of money, or may altogether or in
part be governed by business done or profits made or otherwise determined by the board of directors, and may be in addition to
or in lieu of any fee payable to him for his services as director.



Pensions and Gratuities for Directors



We may exercise all of
our powers to provide and maintain pensions, other retirement or superannuation benefits, death or disability benefits or other
allowances or gratuities for persons who are or were directors of any company in our group and their relatives or
dependents. For this purpose, the board of directors may establish, maintain, subscribe and contribute to any scheme, trust or
fund and pay premiums.



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Directors’ Interests in Contracts



Subject to the provisions
of the 1991 Law and provided that his interest is disclosed as soon as practicable after a director becomes aware of the circumstances
which gave rise to his duty to disclose in accordance with the Articles of Association, a director, notwithstanding his office,
may enter into or otherwise be interested in any contract, arrangement, transaction or proposal with us, or in which we are otherwise
interested, may hold any other office or place of profit under us (except that of auditor of, or of a subsidiary of ours) in conjunction
with the office of director and may act by himself or through his firm in a professional capacity for us, and in any such case
on such terms as to remuneration and otherwise as we may arrange, and may be a director or other officer of, or employed by, or
a party to any transaction or arrangement with, or otherwise interested in, any company promoted by us or in which we are otherwise
interested and shall not be liable to account to us for any profit, remuneration or other benefit realized by any such office,
employment, contract, arrangement, transaction or proposal.



No such contract, arrangement,
transaction or proposal shall be avoided on the grounds of any such interest or benefit.



Restrictions
on Directors’ Voting



Except as provided in our
Articles of Association, a director shall not vote on, or be counted in the quorum in relation to, any resolution of the board
or of a committee of the board concerning any contract, arrangement, transaction or any other proposal whatsoever to which we are
or any of our subsidiary undertakings are or will be a party and in which he has an interest which is to his knowledge a material
interest (otherwise than by virtue of his interests in shares or debentures or other securities of or otherwise in or through us),
unless the resolution concerns any of the following matters:



| | • | the giving of any guarantee, security, or indemnity in respect of money lent or obligations incurred
by him or any other person at the request of or for the benefit of us or any of our subsidiary undertakings;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the giving of any guarantee, security or indemnity in respect of a debt or obligation of ours or
any of our subsidiary undertakings for which he himself has assumed responsibility in whole or in part either alone or jointly
with others under a guarantee or indemnity or by the giving of security;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | a contract, arrangement, transaction or proposal concerning an offer of shares or debentures or
other securities of or by us or any of our subsidiary undertakings in which offer he is or may be entitled to participate as a
holder of securities or in the underwriting or sub-underwriting of which he is to participate;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | a contract, arrangement, transaction or proposal to which we are or will be a party concerning
another company (including any of our subsidiary undertakings) in which he, is interested (directly or indirectly) whether as an
officer, shareholder, creditor or otherwise (a “relevant company”), if he does not hold an interest in five per cent.
or more of either any class of the equity share capital of or the voting rights in the relevant company;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | a contract, arrangement, transaction or proposal for the benefit of our employees or any of our
subsidiary undertakings (including any pension fund or retirement, death or disability scheme) which does not award him a privilege
or benefit not generally awarded to the employees to whom it relates; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | a contract, arrangement, transaction or proposal concerning the purchase or maintenance of any
insurance policy for the benefit of directors or for the benefit of persons including directors.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



A director shall not vote
or be counted in the quorum for any resolution of the board or committee of the board concerning his own appointment (including
fixing or varying the terms of his appointment or termination) as the holder of any office or place of profit with us or any company
in which we are interested.



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Number of Directors



Unless and until otherwise
determined by a special resolution, the number of directors shall be not less than two or more than 20.



Directors’ Appointment and Retirement
by Rotation



Directors may be appointed
by ordinary shareholder resolution or by the board. A director appointed by the board shall hold office only until the next annual
general meeting and shall not be taken into account in determining the number of directors who are to retire by rotation. A director
shall not be required to hold any of our shares.



In accordance with the
Articles of Association directors are to retire and offer themselves for re-election (should they chose to do so) at each annual
general meeting of the company.



Directors do not have power
to appoint alternate directors.



Untraced Shareholders



Subject to the Companies
(Uncertificated Securities) (Jersey) Order 1999, we may sell any of our shares registered in the name of a shareholder remaining
untraced for 12 years who fails to communicate with us following advertisement of an intention to make such a disposal. Until we
can account to the shareholder, the net proceeds of sale will be available for use in our business or for investment, in either
case at our discretion. The proceeds will not carry interest and we are not required to account for money earned on it.



CREST



The Companies (Amendment
No. 4) (Jersey) Law 1998 and the Companies (Uncertificated Securities) (Jersey) Order 1999 allow the holding and transfer
of shares under CREST, the electronic system for settlement of securities in the United Kingdom. Our Articles of Association provide
for our shares to be held in uncertificated form in accordance with the Companies (Uncertificated Securities) (Jersey) Order 1999.



Purchase of Shares



Subject to the provisions
of the 1991 Law, we may purchase any of our own shares of any class, including redeemable shares. The 1991 Law provides that we
may, by special resolution approve the acquisition of our own shares from any source, but only if they are fully paid.



Non-Jersey Shareholders



There are no limitations
imposed by Jersey law or by our Articles of Association on the rights of non-Jersey shareholders to hold or vote on our ordinary
shares or securities convertible into our ordinary shares.



Rights of Minority Shareholders and Fiduciary
Duties



Majority shareholders of
Jersey companies have no fiduciary obligations under Jersey law to minority shareholders. However, under the 1991 Law, a shareholder
may, under some circumstances, seek relief from the court if he has been unfairly prejudiced by us. The provisions of the 1991
Law are designed to provide relief from oppressed shareholders without necessarily overriding the majority’s decision. There
may also be common law personal actions available to our shareholders.



Jersey Law and Our Memorandum and Articles
of Association



The content of our Memorandum
and Articles of Association is largely derived from an established body of corporate law and therefore they mirror the 1991 Law.
Jersey company law draws very heavily from company law in England and there are various similarities between the 1991 Law and the
English Companies Act 2006. However, the 1991 Law is considerably shorter in content than the English statutes and there are some
notable differences between English and Jersey company law. There
are, for example, no provisions under Jersey law or regulations (as there are under English law or regulations):



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| | • | controlling possible conflicts of interests between us and our directors, such as loans by us or
directors, directors’ service contracts, substantial property transactions and contracts between us and our directors other
than a duty on directors to disclose an interest in any transaction to be entered into by us or any of our subsidiaries which to
a material extent conflicts with our interest;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | specifically requiring particulars to be shown in our accounts of the amount of loans to officers
or directors’ emoluments and pensions, although these would probably be required to be shown in our accounts in conformity
to the requirement that accounts must be prepared in accordance with generally accepted accounting principles;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | requiring us to file details of charges other than charges of Jersey realty;
| | - | ----------------------------------------------------------------------------



| | • | as regards statutory preemption provisions in relation to further issues of shares.
| | - | -----------------------------------------------------------------------------------



| | • | prohibiting the giving of financial assistance by public companies; or
| | - | ----------------------------------------------------------------------



| | • | requiring compliance with Rule 5 of the DTRs.
| | - | ---------------------------------------------



Under Article 143 of the
1991 Law, the court may make an order giving relief, including regulation of our affairs requiring us to refrain from doing or
continuing to do an act complained of, authorizing civil proceedings and providing for the purchase of shares by any of our other
shareholders and any other consequential orders.



The court has wide powers
within its inherent jurisdiction and a shareholder could successfully bring an action in a variety of circumstances. Although there
is no statutory definition of unfairly prejudicial conduct, authority suggests that it includes oppression and discrimination and
that the test is objective.



There are no provisions
in our Memorandum or Articles of Association concerning changes of capital where these provisions would be considered more restrictive
than that required by the 1991 Law.



C. MATERIAL CONTRACTS



1. Executive Service Agreement between Randgold
Resources Limited and Dennis Mark Bristow, dated June 13, 2011, as amended by the Variation to the Service Agreement between
Randgold Resources and Dennis Mark Bristow dated January 28, 2013.



We entered into an employment
contract with Dr. Bristow in respect of his position as Chief Executive Officer. Pursuant to the employment contract, Dr. Bristow’s
employment will continue for an indefinite period unless terminated by either party upon not less than six months’ prior
written notice. The employment contract provides that Dr. Bristow’s salary is $1,575,000 per annum, subject to review
by the board of directors annually. In addition, the employment contract provides that Dr. Bristow is eligible to participate
in the Randgold Resources Limited Annual Bonus Plan, and that the board of directors will consult with Dr. Bristow with respect
to the establishment of performance targets and goals under the Annual Bonus Plan.



2. Executive Service Agreement between Randgold
Resources Limited and Graham P. Shuttleworth, dated June 13, 2011, as amended by the Variation to the Executive Service Agreement
between Randgold Resources and Graham P. Shuttleworth dated January 28, 2013.



We entered into an employment
contract with Mr. Shuttleworth in respect of his position as Chief Financial Officer. Pursuant to the employment contract,
Mr. Shuttleworth’s employment will continue for an indefinite period unless terminated by either party upon not less
than six months’ prior written notice. The employment contract provides that Mr. Shuttleworth’s salary is £472,000 per
annum, subject to review by the board of directors annually. In addition, the employment contract provides that Mr. Shuttleworth
is eligible to participate in the Randgold Resources Limited Annual Bonus Plan, and that the board of directors will consult with
Mr. Shuttleworth with respect to the establishment of performance targets and goals under the Annual Bonus Plan.



3. Establishment Convention between the Government
of the Republic of Mali and Société des Mines de Gounkoto SA, dated March 21, 2012.



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The purpose of the Establishment
Convention is to establish the general, economic, legal, administrative, financial, tax and labor conditions under which Société
des Mines de Gounkoto SA will carry out development work and the mining of deposits located within the mining permit area which
it has been awarded by the State of Mali. Pursuant to this Establishment Convention the issued capital of Société
des Mines de Gounkoto SA shall be divided between the State of Mali and Randgold Resources (Gounkoto) Limited in the following
proportions: 20% to the State of Mali and 80% to Randgold Resources (Gounkoto) Limited. The State of Mali’s 20% interest
in the capital of Société des Mines de Gounkoto SA shall include the free interest of 10% of shares as laid down
in the Malian mining code. No financial contribution shall be asked of the State of Mali in terms of this 10% free interest which
shall not be diluted even if the issued capital is increased. The duration of the Establishment Convention is for a maximum period
of 30 years from when it came into effect, however it may be terminated earlier by written agreement of the parties.



4. Appointment letters with our non-executive directors: (i) Appointment Letter, dated April 30, 2012, between Randgold Resources Limited and Andrew Quinn, (ii) Appointment
Letter, dated April 30, 2012, between Randgold Resources Limited and Christopher Coleman, (iii) Appointment Letter, dated
April 30, 2012, between Randgold Resources Limited and Kadri Dagdelen, (iv) Appointment Letter, dated April 30, 2012, between
Randgold Resources Limited and Karl Voltaire, (v) Appointment Letter, dated April 30, 2012, between Randgold Resources Limited
and Norborne Cole Jr., (vi) Appointment Letter, dated April 30, 2012, between Randgold Resources Limited and Philippe Liétard
(vii) Appointment Letter, dated January 28, 2013, between Randgold Resources Limited and Jeanine Mabunda Lioko and
(viii) Appointment Letter, dated January 31, 2014, between Randgold Resources Limited and Jemal-ud-din Kassum.



Pursuant to the appointment
letters with the non-executive directors, each non-executive director’s appointment as a non-executive director is contingent
upon re-election at the forthcoming annual general meetings and the appointment is terminable by either party upon three months’
notice. The appointment letters provide that a non-executive director is entitled to receive a fee of $50,000 per year (payable
half yearly in arrears). In addition, if a non-executive director is appointed to serve on a board committee, the fees payable
will be as follows: Audit Committee—$35,000 per year; Remuneration Committee—$25,000 per year; Nomination &
Governance Committee—$10,000 per year, and the chairman of a board committee is entitled to receive an additional
premium to the committee assignment fee of $15,000 per year. Each non-executive director shall receive 1,200 ordinary shares in
the company per year subject to approval of shareholders at the company’s annual general meeting. Mr. Cole’s
appointment letter provides that in addition, as the appointed senior independent director and in lieu of any committee assignment
fee, he will receive an additional $85,000. Mr. Liétard’s appointment letter provides that he will receive $50,000
per year which is paid in conjunction with an additional sum for the chairman of $200,000 in lieu of any committee assignment
fees.



5. Deeds of indemnity: (i) Deed of Indemnity,
dated April 30, 2012, between Randgold Resources Limited and Andrew Quinn, (ii) Deed of Indemnity, dated January 28,
2013, between Randgold Resources Limited and Jeanine Mabunda Lioko and (iii) Deed of Indemnity, dated January 31, 2014, between
Randgold Resources Limited and Jemal-ud-din Kassum.



We entered into a deed
of indemnity with Andrew Quinn pursuant to which the company shall indemnify Mr. Quinn for claims, liabilities, costs charges,
expenses or losses which may be made against him or which he may incur as a result of his directorship, subject to certain exclusions
and limitations.



We entered into a deed
of indemnity with Jeanine Mabunda Lioko pursuant to which the company shall indemnify Mrs. Mabunda Lioko for claims, liabilities,
costs charges, expenses or losses which may be made against her or which she may incur as a result of her directorship, subject
to certain exclusions and limitations.



We entered into a deed
of indemnity with Jemal-ud-din Kassum pursuant to which the company shall indemnify Mr. Kassum for claims, liabilities, costs charges,
expenses or losses which may be made against him or which he may incur as a result of his directorship, subject to certain exclusions
and limitations.



6. Facility Agreement dated May 17, 2013 between
Randgold Resources Limited, HSBC Securities (USA), Inc., HSBC Bank PLC and other financial institutions.



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We entered into a US$200.0
million unsecured revolving credit facility with HSBC and a syndicate of three other banks which matures in May 2016 and is at
present undrawn. The interest rate, if drawn, would be LIBOR plus 1.5% per annum based on the company's current level of leverage. The facility includes financial covenants in respect of EBIT, EBITDA, net finance charges, tangible
net worth, total debt, debt cover and interest cover.



D. EXCHANGE CONTROLS



There are currently no
Jersey or United Kingdom foreign exchange control restrictions on the payment of dividends on our ordinary shares or on the conduct
of our operations. Jersey is in a monetary union with the United Kingdom. There are currently no limitations under Jersey law or
our Articles of Association prohibiting persons who are not residents or nationals of the United Kingdom from freely holding, voting
or transferring our ordinary shares in the same manner as United Kingdom residents or nationals.



E. TAXATION



Material Jersey Tax Consequences



General





The following summary of
the anticipated tax treatment in Jersey in relation to the payments on the ordinary shares and ADSs is based on the taxation law
and practice as it is understood to apply at the date of this Annual Report, and does not constitute legal or tax advice and does
not address all aspects of Jersey tax law and practice (including such tax law and practice as it applies to any land or building
situate in Jersey). Prospective investors should be aware that the relevant fiscal rules and practice and their interpretation
may change. We encourage you to consult your own professional advisers on the implications of subscribing or buying, holding, selling,
redeeming or disposing of ordinary shares or ADSs and the receipt of interest and distributions, whether or not on a winding-up,
with respect to the ordinary shares or ADSs under the laws of any jurisdiction in which they may be liable to taxation.



We are subject to Jersey
income tax at the rate of zero percent in accordance with the Income Tax (Jersey) Law 1961, as amended (the “Income Tax Law”).



The Income Tax Law provides
that the standard rate of income tax on profits of a non-financial service company regarded as resident in Jersey or having a permanent
establishment in Jersey will be zero percent.



As a non-financial service
company subject to tax at the rate of zero percent, we will not be liable for Jersey income tax other than on income arising from
Jersey land or property.



Currently, there is no
double tax treaty or similar convention between the United States and Jersey although on December 13, 2013, Jersey and the United
States signed an agreement to improve international tax compliance and to implement the US Foreign Account Tax Compliance Act
(FATCA). FATCA applies to financial institutions outside the United States. Under the relevant provisions of FATCA we are
a non-financial foreign institution and as such we have no obligation under FATCA.



Goods and Services Tax



Jersey has a tax on goods
and services supplied in the island (“GST”). GST is not chargeable on supplies of goods and/or services made by us
outside of Jersey and we will only incur GST on goods and/or services provided to us by GST registered businesses in Jersey.



Taxation of Dividends



Dividends are declared
and paid gross in US dollars although under the Articles of Association, dividends may be payable in a currency other than US dollars.
Under the existing Jersey law, payments in respect of the ordinary shares and ADSs, whether by dividend or other distribution paid
to shareholders (other than to residents in Jersey), will not be subject to any taxation
in Jersey and no withholding in respect of taxation will be required on those payments to any holder of our ordinary shares or
ADSs.



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Prior to 2012, the
Income Tax Law made provision for the taxation of an individual who is a shareholder or ultimate beneficial owner resident in
Jersey who owns 2% or more of the shares of a company resident in Jersey or with a permanent establishment in Jersey, however
with effect from January 1, 2012 these rules have been repealed. New anti-avoidance rules came into force from January 1, 2013
which extend the range of what is a potentially taxable distribution to Jersey resident shareholders and this may now include
repayment of loan principal, proceeds received in the course of winding up, share repurchase/redemption, etc.



Taxation of Capital Gains and Estate and
Gift Tax



Under current Jersey law,
there are no death or estate duties, capital gains, gift, wealth, inheritance or capital transfer taxes. No stamp duty or other
transfer tax is levied in Jersey on the issue or transfer of ordinary shares or ADSs unless such transfer conveys the right to
occupy Jersey land. Probate Stamp Duty (“PSD”) is charged on the application for Grants of Probate and Letters of Administration.
For individuals domiciled in Jersey, the whole of their estate is subject to PSD, while for individuals domiciled outside of Jersey,
just their Jersey situs assets (including shares in Jersey companies) are subject to PSD. The current rates of PSD are:



•   on estates which do not
exceed £10,000 no PSD is due;



•   on estates of more than £10,000, but which do not exceed £100,000, PSD is due at the
rate of 0.5%; and



•   on estates of more than £100,000,
                                         PSD of £500 is due in respect of the first £100,000 of value and then 0.75%
                                         on the value of the estate exceeding £100,000, however total PSD may not exceed
                                         £100,000, which equates to an estate worth £13,360,000.



Material United States Federal Income Tax Consequences



The following summary
describes the material US federal income tax consequences to US holders (as defined below) arising from the purchase, ownership
and disposition of our ordinary shares or ADSs. This summary is based on the provisions of the Internal Revenue Code of 1986, as
amended, which we refer to as the Code, final, temporary and proposed US Treasury Regulations promulgated under the Code, and administrative
and judicial interpretations of the Code and the US Treasury Regulations, all as in effect as of the date of this summary, and
all of which are subject to change, possibly with retroactive effect. In addition, this discussion assumes that the representations
contained in the deposit agreement are true and that the obligations in the deposit agreement and any related agreement have been
and will be complied with in accordance with their terms.



This summary has no binding
effect or official status of any kind; there can be no assurance that the conclusions reached below would be sustained by a court
if challenged by the US Internal Revenue Service.



For purposes of this discussion,
a “US holder” is a holder of our ordinary shares or ADSs that is a beneficial owner of such shares or ADSs and is:





•   a
US citizen;



•   an
individual resident in the United States for US federal income tax purposes;



•   a
domestic corporation, or other entity taxable as a corporation, organized under the laws of the United States or of any US state
or the District of Columbia;



•   an
estate the income of which is includible in its gross income for US federal income tax purposes without regard to its source; or



•   a
trust, if either: a US court is able to exercise primary supervision over the administration of the trust and one or more US persons
have the authority to control all the substantial decisions of the trust, or the trust has a valid election in effect under applicable
US Treasury Regulations to be treated as a US person.



This summary does not
address all aspects of US federal income taxation that may be relevant to particular US holders in light of their particular circumstances,
or to US holders subject to special rules, including, without limitation:



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•   retirement
plans;



•   insurance
companies;



•   persons
that hold ordinary shares or ADSs as part of a “straddle,” “synthetic security,” “hedge,” “conversion
transaction” or other integrated investment;



•   persons
that enter into “constructive sales” involving our ordinary shares or ADSs or substantially identical property with
other transactions;



•   persons
whose functional currency is not the US Dollar;



•   expatriates
or former long-term residents of the United States;



•   financial
institutions;



•   dealers
in securities or currencies;



•   tax-exempt
organizations;



•   persons
that own, actually or constructively, 10% or more of our outstanding voting stock;



•   persons
subject to the alternative minimum tax;



•   regulated
investment companies;



•   real
estate investment trusts;



•   persons
who trade in securities who elect to apply a mark-to-market method of accounting; and



•   persons
who acquired their shares or ADSs pursuant to the exercise of employee stock options or otherwise as compensation.



In addition, this summary
does not address the effect of any applicable US state, local or non-US tax laws or any federal estate or gift tax consequences,
does not consider the tax treatment of persons who own our ordinary shares or ADSs through a partnership or other pass-through
entity, and deals only with ordinary shares or ADSs held by US holders as “capital assets” as defined in Section 1221
of the Code. If a partnership (including for this purpose, any entity treated as a partnership for US federal income tax purposes)
holds shares or ADSs, the tax treatment of a partner generally will depend upon the status of the partner and the activities of
the partnership. If a US holder is a partner in a partnership that holds shares or ADSs, the holder is urged to consult its own
tax advisor regarding the specific tax consequences of the ownership and disposition of the shares or ADSs.



We encourage holders of
our ordinary shares or ADSs to consult with their own tax advisors with respect to the US federal, state and local tax consequences,
as well as the tax consequences in other jurisdictions, of the purchase, ownership and disposition of our ordinary shares or ADSs
applicable in their particular tax situations.



Ownership of Ordinary
Shares or ADSs



For purposes of the Code,
US holders of ADSs should be treated for US federal income tax purposes as the owner of the ordinary shares represented by those
ADSs. Accordingly, exchanges of ordinary shares for ADSs and ADSs for ordinary shares generally should not be subject to US federal
income tax. The US Treasury has, however, expressed concerns that intermediaries in the chain of ownership between the US holder
of an ADS and the issuer of the security underlying the ADS may, in some circumstances, be taking actions that are inconsistent
with the beneficial ownership of the underlying security (for example, pre-releasing ADSs to persons that do not have the beneficial
ownership of the securities underlying the ADSs). Accordingly, the availability of the reduced tax rate (as discussed below) for
dividends received by certain non-corporate US holders, including US holders who are individuals, could be affected by future actions
that may be taken by the US Treasury and/or intermediaries in the chain of ownership between the US holders of ADSs and us.



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Subject to the discussion
below under the heading “Passive Foreign Investment Company Rules,” for US federal income tax purposes, distributions
with respect to our ordinary shares or ADSs, other than distributions in liquidation and distributions in redemption of stock that
are treated as exchanges, will be taxed to US holders as ordinary dividend income to the extent that the distributions do not exceed
our current and accumulated earnings and profits as determined for federal income tax purposes. Distributions, if any, in excess
of our current and accumulated earnings and profits will constitute a non-taxable return of capital and will be applied against
and reduce the holder’s basis in our ordinary shares or ADSs. To the extent that these distributions exceed the US holder’s
tax basis in our ordinary shares or ADSs, as applicable, the excess generally will be treated as capital gain. We do not, however,
intend to calculate our earnings and profits under US federal income tax principles. Therefore, you should expect that any distribution
from us generally will be treated for US federal income tax purposes as a dividend. Such dividends will not be eligible for the
dividends received deduction generally allowed to a US corporation under Section 243 of the Code.



Individual US holders
are eligible for reduced rates of US federal income tax (currently at a maximum rate of 20%) in respect of “qualified dividend
income”. For this purpose, qualified dividend income generally includes dividends paid by non-US corporations if, among other
things, certain minimum holding periods are met and either (i) the ordinary shares (or ADSs) with respect to which the dividend
has been paid are readily tradable on an established securities market in the United States, or (ii) the non-US corporation
is eligible for the benefits of a comprehensive US income tax treaty which provides for the exchange of information. For this purpose,
ADSs listed on the NASDAQ exchange are considered to be readily tradable on an established securities market in the United States.
Therefore, we currently believe that dividends paid with respect to our ADSs will constitute qualified dividend income for US federal
income tax purposes, provided the individual US holders of our ADSs meet certain holding period requirements. However, since our
ordinary shares are not listed on an established securities market in the United States and we are not eligible for the benefits
of a comprehensive US income tax treaty which provides for the exchange of information , we do not believe that dividends that
we pay on our ordinary shares that are not represented by ADSs currently meet the conditions required for these reduced tax rates.
Furthermore, if we are a passive foreign investment company, as discussed below under the heading “Passive Foreign Investment
Company Rules”, in the taxable year of the distribution or the preceding tax year, the dividends paid with respect to our
ADSs will not constitute qualified dividend income. US holders should consult their own tax advisors regarding the classification
of any distributions from us as qualified dividend income.



Dividends from us generally
will constitute non-US-source income for foreign tax credit limitation purposes. The limitation on foreign taxes eligible for credit
is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us generally will
be treated as “passive category income” or, in the case of certain US holders, as “general category income.”



Sale or Other Disposition
of Ordinary Shares or ADSs



Subject to the discussion
below under “Passive Foreign Investment Company Rules,” if a US holder sells or otherwise disposes of its ordinary
shares or ADSs in a taxable transaction, it will generally recognize gain or loss for US federal income tax purposes in an amount
equal to the difference between the amount realized on the sale or other taxable disposition and its tax basis in the ordinary
shares or ADSs. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the US holder
has held the ordinary shares or ADSs for more than one year at the time of the sale or other taxable disposition. In general, any
gain that US holders recognize on the sale or other taxable disposition of ordinary shares or ADSs will be US source income for
purposes of the foreign tax credit limitation and any losses recognized will generally be allocated against US source income. Deduction
of capital losses is subject to limitations under the Code.



Additional Medicare
Tax



US holders that are individuals,
estates or trusts and whose income exceeds certain thresholds generally will be subject to an additional 3.8% Medicare contribution
tax on unearned income, including, among other things, cash dividends on, and capital gains from the sale or other taxable disposition
of, our ordinary shares or ADSs, subject to certain limitations and exceptions. US holders should consult their own tax advisors
regarding the effect, if any, of such tax on their ownership and disposition of our ordinary shares or ADSs.



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Passive Foreign Investment
Company Rules



A special and adverse
set of US federal income tax rules apply to a US holder that holds stock in a passive foreign investment company, or PFIC. In general,
we will be a PFIC if 75% or more of our gross income in a taxable year is passive income. Alternatively, we will be considered
to be a PFIC if at least 50% of our assets in a taxable year, averaged over the year and determined based on fair market value,
are held for the production of, or produce, passive income.



In determining whether
a non-US corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or
indirectly, at least a 25% interest (by value) is taken into account.



We believe that we currently
are not a PFIC and do not expect to become a PFIC in 2014. However, there is significant uncertainty in the application of the
PFIC rules to mining enterprises such as ourselves as a result of the interplay of several sets of tax rules. In addition, because
the tests for determining PFIC status are applied as of the end of each taxable year and are dependent upon a number of factors,
some of which are beyond our control, including the value of our assets, the market price of our ordinary shares, and the amount
and type of our gross income, there can be no assurance that we will not become a PFIC in the future or that the US Internal Revenue
Service will agree with our conclusion that we are not a PFIC now.



If we are a PFIC for US
federal income tax purposes for any year during a US holder’s holding period of our ADSs or ordinary shares and the US holder
does not make a “mark-to-market” election or a QEF election, both as described below:



•   any gain recognized
by a US holder upon the sale of ADSs or ordinary shares, or the receipt of some types of distributions, would be treated as ordinary
income;



•   this income
generally would be allocated ratably over a US holder’s holding period with respect to our ADSs or ordinary shares; and



•   the amount allocated
to prior years, with certain exceptions, will be subject to tax at the highest tax rate in effect for those years and an interest
charge would be imposed on the amount of deferred tax on the income allocated to the prior taxable years.



We generally will be treated
as a PFIC as to any US holder if we are a PFIC for any year during such holder’s holding period. However, if we cease to
satisfy the requirements for PFIC classification, a US holder may avoid PFIC classification for subsequent years if such holder
elects to recognize gain based on the unrealized appreciation in the ADSs or ordinary shares through the close of the tax year
in which we cease to be a PFIC. Additionally, if we are a PFIC, a US holder who acquires ADSs or ordinary shares from a decedent
would be denied the normally available step-up in tax basis for our ADSs or ordinary shares to fair market value at the date of
death and instead would have a tax basis equal to the lower of the fair market value or the decedent’s tax basis.



A US holder who beneficially
owns stock in a PFIC may be required to file an annual information return on Internal Revenue Service Form 8621 (Information Return
by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund).The US Treasury and IRS continue to
issue new guidance regarding these information reporting requirements. US holders should consult their own tax advisors regarding
the application of the information reporting rules to our ADSs or ordinary shares and how they may apply to their particular circumstances.



A US holder
generally may be able to avoid the imposition of the special tax and interest charge described above by electing to mark its
ADSs or ordinary shares to market annually, and, therefore, recognize for each taxable year, subject to certain limitations,
ordinary income or loss equal to the difference, as of the close of taxable year, between the fair market value of its ADSs
or ordinary shares and the adjusted tax basis of his or its ADSs or ordinary shares. Losses would be allowed only to the
extent of the net mark-to-market gain previously included by the US holder under the election in prior taxable years. If a
mark-to-market election with respect to ADSs or ordinary shares is in effect on the date of a US holder’s death, the
tax basis of the ADSs or ordinary shares in the hands of a US holder who acquired them from a decedent will be the lesser of
the decedent’s tax basis or the fair market value of the ADSs or ordinary shares. A mark-to-market election is
available only if the ADSs or ordinary shares, as the case may be, are considered “marketable stock.” Generally,
stock will be considered marketable stock if it is “regularly traded” on a “qualified exchange”
within the meaning of applicable US Treasury Regulations. A class of stock is regularly traded during any calendar year
during which such class of stock is traded, other than in de minimis quantities, on at least 15 days during each calendar
quarter. The NASDAQ constitutes a qualified exchange, and a non-US securities exchange constitutes a qualified exchange if it
is regulated or supervised by a governmental authority of the country in which the securities exchange is located and
meets certain trading, listing, financial disclosure and other requirements set forth in US Treasury Regulations.



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Because a mark-to-market
election cannot be made for equity interests in any lower-tier PFICs owned by us, a US holder may continue to be subject to the
PFIC rules described above with respect to its indirect interest in any investments held by us that are treated as an equity interest
in a PFIC for US federal income tax purposes. US holders should consult their tax advisors as to the availability and desirability
of a mark-to-market election, as well as the impact of such election on interests in any lower-tier PFICs.



In certain circumstances
a holder of stock or ADSs in a PFIC may avoid taxation under the rules described above by making a “qualified electing fund,”
or “QEF,” election to include in income its share of a PFIC’s annual income on a current basis. However, a QEF
election is only available if the PFIC annually provides its stockholders with certain tax information, and we currently do not
intend to prepare or provide such information. Accordingly, you should assume that a QEF election is unavailable.



Rules relating to a PFIC
are very complex. US holders are encouraged to consult their own tax advisors regarding the application of the PFIC rules to their
investments in our ADSs or our ordinary shares.



Backup Withholding
and Information Reporting



Payments to US holders
in respect of our ordinary shares or ADSs may be subject to information reporting to the US Internal Revenue Service and to backup
withholding tax at a rate of 28%.



However, backup withholding
and information reporting will not apply to a US holder that is a corporation or comes within an exempt category, and demonstrates
the fact when so required, or furnishes a correct taxpayer identification number and makes any other required certification. US
holders who are required to establish their exempt status generally must provide such certification on Internal Revenue Service
Form W-9.



Backup withholding is
not an additional tax. Amounts withheld under the backup withholding rules will be allowed as a refund or credit against a US holder’s
US federal income tax liability, provided that the required procedures are followed.



In addition, US holders
should be aware of annual reporting requirements on Internal Revenue Service Form 8938 (Statement of Specified Foreign Financial
Assets) with respect to the holding of certain foreign financial assets, including our ordinary shares and ADSs that are not held
in an account maintained by certain types of financial institutions, if the aggregate value of all of such assets exceeds $50,000
(or $100,000 for married couples filing a joint return).



US holders should consult
their own tax advisors regarding the application of the information reporting and backup withholding rules to our ordinary shares
and ADSs, and the application of the annual reporting requirements to your particular situation.



Material United Kingdom Tax Considerations



The following statements
do not constitute tax advice and are intended as a general guide only to the U.K. tax position under current U.K. tax legislation,
and published HM Revenue & Customs (“HMRC”) practice as at the date of this document, both of which are subject
to change at any time, possibly with retrospective effect. These statements deal only with the position of shareholders who are
resident (and in the case of individuals only) domiciled solely in the U.K. for tax purposes (except where the position of a non-U.K.
tax resident shareholder is expressly referred to), who hold their ordinary shares or ADSs as an investment and who are the absolute
beneficial owners of the ordinary shares or ADSs and of all dividends of any kind paid in respect of them in circumstances where
the dividends paid are regarded for U.K. tax purposes as that person’s own income (and not the income of some other person).
The tax position of certain categories of shareholders who are subject to special rules (such as persons acquiring their shares
or ADSs (or deemed to acquire their shares or ADSs) in connection with an employment or office, dealers in securities, insurance
companies and collective investment schemes and shareholders owning 10% or more of the ordinary shares or voting power, rights
to profit or capital of the company) is not considered. Any shareholder who is in
doubt as to their tax position regarding the acquisition, ownership or disposal of their ordinary shares or ADSs, or who are subject
to tax in a jurisdiction other than the U.K., should consult their own independent tax adviser.



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Dividends



A person having an interest
in ADSs or ordinary shares who is not a resident in the U.K. will not be subject to tax in the U.K. on dividends paid on ordinary
shares or ADSs, unless that person carries on a trade, profession or vocation in the U.K. (and, if that person is a company, does
so through a permanent establishment) to which the ordinary shares or ADSs in question are attributable.



A person having an interest
in ADSs or ordinary shares who is resident in the U.K. and is not a body corporate will, in general, be subject to U.K. income
tax on dividends paid by us.



A U.K. resident body corporate
holding an interest in ADSs or ordinary shares should not generally be taxable on dividends paid by us.



A U.K. resident individual
shareholder will be entitled to a tax credit, which may be set off against the shareholder’s total income tax liability on
the dividend. The value of the tax credit is currently 10% of the aggregate of the dividend and the tax credit (the “Gross
Dividend”), which is also equal to one-ninth of the cash dividend received.



Such an individual U.K.
resident shareholder who is liable to income tax at the basic rate will be subject to tax on the dividend at the rate of 10% of
the Gross Dividend, so that any tax credit will satisfy in full such shareholder’s liability to income tax on the dividend.



An individual shareholder
who is liable to income tax at the 40% tax rate will be taxed at the rate of 32.5% on the Gross Dividend. Any tax credit will be
set against, but not fully match, the shareholder’s tax liability on the Gross Dividend and such shareholder will have to
account for additional income tax equal to 22.5% of the Gross Dividend (which is equal to 25% of the cash dividend received) to
the extent that the Gross Dividend falls within the 40% tax band.



For taxable income above
£150,000 an additional higher rate of tax was introduced from 6 April 2010, and which from 6 April 2013 is at a rate of
45%. Dividends that fall into the 45% tax bracket will be liable to income tax at a rate of 37.5% of the Gross Dividend.
Any tax credit will be set against, but not fully match, the shareholder’s tax liability on the Gross Dividend and such
shareholder will have to account for additional income tax equal to 27.5% of the Gross Dividend (this equates to 30.56% of the
cash dividend received) to the extent that the Gross Dividend, when treated as the top slice of the shareholder’s income,
falls above the threshold for the 45% rate of tax.



An individual shareholder
will not generally be able to claim repayment from HMRC of any part of the tax credit attaching to dividends paid by us.



Each shareholder resident
outside the U.K. may also be subject to foreign taxation on dividend income under the local law of the country(ies) in which they
reside/are resident.



Capital Gains



A person having an interest
in ADSs or ordinary shares who is not resident in the U.K. will generally not be subject to tax in the U.K. on gains arising on
a disposal of our ordinary shares or interests in the ADSs.



Individuals who left the
UK after being UK resident who were resident in the U.K. for four out of seven tax years prior to departure, and whose temporary
period of non-residence is 5 years or less will be subject to UK capital gains tax in the year of return on any gains realized
on the disposal during the period of absence of any assets which were owned before taking up residence abroad.



Persons having an interest
in ADSs or ordinary shares who are resident in the U.K. or who hold their ordinary shares or interests in ADSs through a U.K. trading
branch or agency (or, if that person is a company, a permanent establishment) will, in general,
be subject to U.K. taxation on gains arising on a disposal of ordinary shares or interests in ADSs.



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The first £10,900
of an individual’s net chargeable gains are exempt for the tax year commencing April 6, 2014. The balance is taxed at 18%
for gains that fall within the individual’s otherwise unused basic rate income tax band (currently £32,010 and falling
to £31,865 from April 6, 2014) and 28% thereafter.



A body corporate will generally
be subject to U.K. corporation tax on chargeable gains at the standard rate of U.K. corporation tax (which is reducing from 23%
to 21% from April 1, 2014 and 20% from April 1, 2015).



Inheritance Tax



Liability to U.K. inheritance
tax may arise on the death of an individual having an interest in ADSs or ordinary shares, or on a gift (or disposal at an undervalue)
of ordinary shares or ADSs by an individual, who is domiciled, or deemed to be domiciled, in the U.K.



U.K. inheritance tax may
still be relevant for individuals who are neither domiciled nor deemed to be domiciled in the U.K. in respect of U.K. property.
U.K. property is generally liable to U.K. inheritance tax subject to Double Tax Treaty provisions. This is a complicated area and
individuals should consult their own independent tax adviser.



Stamp Duty and Stamp Duty Reserve Tax



No U.K. stamp duty or stamp
duty reserve tax (“SDRT”) should be payable on the issue of the ordinary shares or ADSs, or on the delivery of the
ADSs into DTC.



No U.K. stamp duty should
in practice be payable on the transfer of ordinary shares or ADSs provided any instrument of transfer is executed and retained
outside of the U.K. and no matters or actions relating to the transfer are performed in the U.K., and no U.K. stamp duty should
arise in respect of any dealings in the ordinary shares or ADSs within a clearance service, where such dealings are effected in
book entry form in accordance with the procedures of the clearance service and not by written instrument.



SDRT should not be payable
on an unconditional agreement to transfer ADSs. Nor should SDRT be payable on any unconditional agreement to transfer ordinary
shares, provided there is no register in the U.K. in respect of the ordinary shares and provided the ordinary shares are not paired
with any shares issued by any company incorporated in the U.K.



It should be noted that
certain categories of person (for example, market makers and broker dealers) may not be liable to stamp duty or SDRT and others
may be liable at a higher rate (for example, persons connected with depository arrangements and clearance services) or may, although
not primarily liable for the tax, be required to notify and account for it under the SDRT Regulations 1986.



F. DIVIDENDS AND PAYING AGENTS



Not applicable.



G. STATEMENTS BY EXPERTS



Not applicable.



H. DOCUMENTS ON DISPLAY



You may request a copy
of our US Securities and Exchange Commission filings, at no cost, by writing or calling us at Randgold Resources Limited, 3rd
Floor, Unity Chambers, 28 Halkett Street, St. Helier, Jersey, JE2 4WJ, Channel Islands, Attention: M. A. Welsh, Telephone: 011
44 1534-735-333. A copy of each report submitted in accordance with applicable United States law is available for public review
at our principal executive offices at 3rd Floor, Unity Chambers, 28 Halkett Street, St. Helier, Jersey, Channel Islands.



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A copy of each document
(or a translation thereof to the extent not in English) concerning us that is referred to in this Annual Report, is available
for public view at our principal executive offices at 3rd Floor Unity Chambers, 28 Halkett Street, St. Helier, Jersey, Channel
Islands, Attention: M.A. Welsh, Telephone: 011 44 1534-735-333.



I. SUBSIDIARY INFORMATION



Not applicable.



Item 11. Quantitative and Qualitative
Disclosures About Market Risk



Hedge Policy



Although, in general, it
is not our policy to hedge our gold sales, we believe it is prudent to hedge during times of significant capital expansion and
debt and we are sometimes required to do so under debt financing arrangements. The market price of gold has a significant effect
on our results of operations, our ability to pay dividends and undertake capital expenditure, and the market price of our ordinary
shares. Gold prices have historically fluctuated widely and are affected by numerous industry factors over which we have no control.
The aggregate effect of these factors is impossible for us to predict.



We have previously used,
and may in the future use, hedging instruments to protect the selling price of some of our anticipated gold production. These hedging
instruments were required by the terms of our previous loan agreements. The last remaining gold price forward sales contracts were
delivered into during 2010.



Foreign Currency and Commodity Price Sensitivity



In the normal course of
business, the group enters into transactions denominated in foreign currencies (primarily Euro, South African Rand, Congolese franc
and Communauté Financière Africaine Franc). As a result, the group is subject to exposure from fluctuations in foreign
currency exchange rates. In general, the group does not enter into derivatives to manage these currency risks. Generally, the group
does not hedge its exposure to gold price fluctuation risk and sells at market spot prices. Gold sales are disclosed in US dollars
and do not expose the group to any currency fluctuation risk. However, during periods of capital expenditure or loan finance, the
company may use forward contracts or options to reduce the exposure to price movements, while maintaining significant exposure
to spot prices. These derivatives may establish a fixed price for a portion of future production while the group maintains the
ability to benefit from increases in the spot gold price for the majority of future gold production. The group is also exposed
to fluctuations in the price of consumables, such as fuel, steel, rubber, cyanide and lime, mainly due to changes in the price
of oil, as well as fluctuations in exchange rates. No hedging instruments existed during 2013.





|                                                             |  |      |         |   | 2012        | 
|------------------------------------------------------------ |  | ---- | ------- | - | ----------- | 
|                                                             |  | 2013 |         |   | (Restated)+ | 
|$000                                                         |  |      |         |   |             | 
|Level of exposure of foreign currency risk                   |  |      |         |   |             | 
|Carrying value of foreign currency balances                  |  |      |         |   |             | 
|Cash and cash equivalents includes balances denominated in:  |  |      |         |   |             | 
|                                                             |  |      |         |   |             | 
|• Communauté Financière Africaine franc (CFA)                |  |      | (5,593  | ) |             | 
|• Euro (EUR)                                                 |  |      | 4,078   |   |             | 
|• South African rand (ZAR)                                   |  |      | 814     |   |             | 
|• British pound (GBP)                                        |  |      | 46      |   |             | 
|Trade and other receivables include balances denominated in: |  |      |         |   |             | 
|                                                             |  |      |         |   |             | 
|• Communauté Financière Africaine franc (CFA)                |  |      | 112,882 |   |             | 
|• Euro (EUR)                                                 |  |      | 16,250  |   |             | 
|• South African rand (ZAR)                                   |  |      | 10,727  |   |             | 
|Trade and other payables includes balances denominated in:   |  |      |         |   |             | 
|                                                             |  |      |         |   |             | 
|• Communauté Financière Africaine franc (CFA)                |  |      | (72,443 | ) |             | 



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|                           |  |      |         |   | 2012        | 
|-------------------------- |  | ---- | ------- | - | ----------- | 
|                           |  | 2013 |         |   | (Restated)+ | 
|$000                       |  |      |         |   |             | 
|• Euro (EUR)               |  |      | (30,688 | ) |             | 
|• South African rand (ZAR) |  |      | (8,228  | ) |             | 
|• British pound (GBP)      |  |      | (1,006  | ) |             | 

| | + | Following the introduction and adoption of IFRS 11 Joint
                                         arrangements, the group changed its accounting policy on joint ventures from January
                                         1, 2013 with prior periods 2011 and 2012 restated accordingly (refer to pages F- 8
                                         to F-12 of this Annual Report for further details.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The group’s exposure
to foreign currency arises where a company holds monetary assets and liabilities denominated in a currency different to the functional
currency of the holder of the instrument which is the US dollar. Set out below is the impact of a 10.0% change in the US dollar
on profit and equity arising as a result of the revaluation of the group’s foreign currency financial instruments.



|                                                       |  | Closing
                                                                                exchange
                                                                                Rate |        |  | Effect of 10.0%
                                                                                strengthening of US
                                                                                dollar on net earnings
                                                                                and equity | 
|------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Level of exposure of foreign currency risk (continued) |  |                                                                                                                                                                                       |        |  |                                                                                                                                                                                                                                                                                                                       | 
|At December 31, 2013                                   |  |                                                                                                                                                                                       |        |  |                                                                                                                                                                                                                                                                                                                       | 
|• Euro (EUR)                                           |  |                                                                                                                                                                                       | 0.7264 |  |                                                                                                                                                                                                                                                                                                                       | 
|• Communauté Financière Africaine franc (CFA)          |  |                                                                                                                                                                                       | 476.64 |  |                                                                                                                                                                                                                                                                                                                       | 
|• South African rand (ZAR)                             |  |                                                                                                                                                                                       | 10.50  |  |                                                                                                                                                                                                                                                                                                                       | 
|• British pound (GBP)                                  |  |                                                                                                                                                                                       | 0.61   |  |                                                                                                                                                                                                                                                                                                                       | 
|At December 31, 2012(Restated)                         |  |                                                                                                                                                                                       |        |  |                                                                                                                                                                                                                                                                                                                       | 
|                                                       |  |                                                                                                                                                                                       |        |  |                                                                                                                                                                                                                                                                                                                       | 
|• Euro (EUR)                                           |  |                                                                                                                                                                                       | 0.7567 |  |                                                                                                                                                                                                                                                                                                                       | 
|• Communauté Financière Africaine franc (CFA)          |  |                                                                                                                                                                                       | 496.35 |  |                                                                                                                                                                                                                                                                                                                       | 
|• South African rand (ZAR)                             |  |                                                                                                                                                                                       | 8.4875 |  |                                                                                                                                                                                                                                                                                                                       | 



The sensitivities are based
on financial assets and liabilities held at December 31 where balances were not denominated in the functional currency of
the holder of the instrument. The sensitivities do not take into account the group’s sales and costs and the results of the
sensitivities could change due to other factors such as changes in the value of financial assets and liabilities as a result of
non-foreign exchange influenced factors.



The market price of gold
has a significant effect on our results of operations, our ability to pay dividends and undertake capital expenditure and the
market prices of our ordinary shares. Gold prices have historically fluctuated widely and are affected by numerous industry factors
over which we have no control. The aggregate effect of these factors is not possible for us to predict.



The group is fully exposed
to the spot gold price on gold sales.



Interest Rate Sensitivity



We generally do not undertake
any specific actions to cover our exposure to interest rate risk and at December 31, 2013 were not party to any interest rate
risk management transactions.



At December 31, 2011
the fair value of our borrowings, including the short-term portion of these liabilities, excluding loans from outside shareholders
in subsidiaries, was estimated at $0 million. The aggregate hypothetical loss in earnings on an annual basis from a hypothetical
increase of 10% of the three month LIBOR rate was not applicable.



At December 31, 2012
the fair value of our borrowings, including the short-term portion of these liabilities, excluding loans from outside shareholders
in subsidiaries, was estimated at $0 million. The aggregate hypothetical



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loss in earnings on an annual basis from a
hypothetical increase of 10% of the three month LIBOR rate was not applicable.



At December 31, 2013
the fair value of our borrowings, including the short-term portion of these liabilities, excluding loans from outside shareholders
in subsidiaries, was estimated at $0 million. The aggregate hypothetical loss in earnings on an annual basis from a hypothetical
increase of 10% of the three month LIBOR rate was not applicable.



Concentration of credit risk



The group’s cash
balances do not give rise to a concentration of credit risk because it deals with a variety of major financial institutions. Its
receivables and loans are regularly monitored and assessed. Receivables are impaired when it is probable that amounts outstanding
are not recoverable as set out in the accounting policy note for receivables. Gold bullion, the group’s principal product,
is produced in Mali, DRC and Côte d’Ivoire. The gold produced is sold to the largest accredited gold refinery in the
world. Credit risk is further managed by regularly reviewing the financial statements of the refinery. The group is further not
exposed to significant credit risk on gold sales, as cash is received within a few days of the sale taking place. While
not financial assets for IFRS 7, included in receivables is US$129.9 million (2012: US$87.5 million) relating to indirect taxes
owing to Loulo, Gounkoto and Tongon by the State of Mali, which are denominated in FCFA, which holds some credit risk for the group.
The legally binding mining conventions in Mali permit offsetting of other corporate taxes against approved unpaid TVA. A further
US$36.4 million (2012: US$21.2 million) is held within the underlying statement of financial position of the equity accounted Kibali
joint venture which is considered recoverable given the receipts obtained during the year. See “Risk Factors.”



Item 12. Description of Securities
Other Than Equity Securities



A. DEBT SECURITIES



Not applicable.



B. WARRANTS AND RIGHTS



Not applicable.



C. OTHER SECURITIES



Not applicable.



D. AMERICAN DEPOSITARY SHARES



Fees Payable by ADS Holders



Our American Depositary
Shares, or ADSs, each representing the right to receive one of our ordinary shares, are listed on the NASDAQ Global Select Market
under the symbol “GOLD.” A copy of our Form of Amended and Restated Deposit Agreement with The Bank of New York Mellon
(the “Depositary”) was filed with the SEC as an exhibit to our Form F-6 filed on October 7, 2009 (the “Deposit
Agreement”). Pursuant to the Deposit Agreement, holders of our ADSs may have to pay to the Depositary, either directly or
indirectly, fees or charges up to the amounts set forth in the table below:



|Associated
                                         Fee |  | Depositary
                    Action                                                       
|------------------------------------------------------- |  | --------------------------------------------------------------------------------------------
|                                                        |  |                                                                                             
|$5.00 or less per 100 ADSs (or portion thereof).        |  | Execution and delivery of ADRs and the surrender of ADRs pursuant to the Deposit Agreement. 
|                                                        |  |                                                                                             
|$0.02 or less per ADS (or portion thereof).             |  | Any cash distribution made pursuant to the Deposit Agreement, including, among other things:
|                                                        |  |                                                                                             
|                                                        |  | •                                                                                           



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|Associated Fee |  | Depositary
    Action
|-------------- |  | ---------------------
|               |  |                      
|               |  | •                    
|               |  |                      
|               |  | •                    
|               |  |                      
|               |  | •                    



|Taxes and other governmental charges.                                                                                                                                                                                                                                                                            |  | As applicable.                                                
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                 |  |                                                               
|Registration fees in effect for the registration of transfers of shares generally on the share register of the Company or foreign registrar and applicable to transfers of shares to or from the name of the Depositary or its nominee or the custodian or its nominee on the making of deposits or withdrawals. |  | As applicable.                                                
|                                                                                                                                                                                                                                                                                                                 |  |                                                               
|A fee equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities.                                                                                                                                                                       |  | Distributions of securities other than cash, shares or rights.
|                                                                                                                                                                                                                                                                                                                 |  |                                                               
|Any other charges payable by the Depositary, any of its agents (and their agents), including the custodian (by billing such owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).                                                                     |  | Servicing of shares or other deposited securities.            



|Expenses incurred by the Depositary. |  | • | Cable, telex and facsimile transmission (where expressly provided for in the Deposit Agreement)
|------------------------------------ |  | - | -----------------------------------------------------------------------------------------------
|                                     |  |   |                                                                                                
|                                     |  | • | Foreign currency conversion into U.S. dollars                                                  



At our 2014 annual general
meeting a resolution will be put to shareholders authorizing the directors to offer shareholders the opportunity to receive new
ordinary shares or, for ADS holders, new ADSs, instead of cash in respect of the final dividend and any future dividend to be declared
or paid in the period up to and including the 2019 annual general meeting (“scrip dividend”). If the resolution is
approved at the 2014 annual general meeting, for ADS holders electing to participate in the scrip dividend scheme, an issuance
fee of US$0.04 per ADS payable to the Depositary, will be deducted from the cash dividend amount an ADS holder is entitled to.



Depositary Payments for 2013



For the year ended December 31,
2013, our Depositary made no payments on our behalf in relation to our ADR program.



In July 2011, we entered
into letter agreement with the Depositary providing for the Depositary’s payment to us of certain fees, including a fee of
$900,000 per year for five years, subject to the satisfaction of specified conditions.



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PART II



Item 13. Defaults, Dividend Arrearages
and Delinquencies



There have been no material
defaults in the payment of principal, interest, a sinking fund or purchase fund installment or any other material default with
respect to any of our indebtedness.



Item 14. Material Modification
to the Rights of Security Holders and Use of Proceeds



Effective on June 11,
2004, we undertook a subdivision of our ordinary shares, which increased our issued share capital from 29,273,685 to 58,547,370
ordinary shares. In connection with this “share split”, our ordinary shareholders of record on June 11, 2004 received
two additional $0.05 ordinary shares for every one $0.10 ordinary share they held. Following the share split, each shareholder
held the same percentage interest in us, however, the trading price of each share was adjusted to reflect the share split. ADS
holders were affected the same way as shareholders and the ADS ratio remains one ADS to one ordinary share.



Item 15. Controls and Procedures



(a) Disclosure Controls
and Procedures: As of December 31, 2013 (the “Evaluation Date”), the company, under the supervision and with
the participation of its management, including the Chief Executive Officer and Chief Financial Officer, has carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures. Based on such evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that, as of the evaluation date, the company’s disclosure controls
and procedures, including controls and procedures that are designed to ensure that information required to be disclosed by us in
the reports that we file or submit under the Securities Exchange Act of 1934, is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure, are effective to ensure that information required to be disclosed by us in reports
that we file or submit under the Securities Exchange Act of 1934 are recorded, processed, summarized and reported within the required
time periods.



(b)
Management’s Report on Internal Control over Financial Reporting: Management is responsible for establishing and maintaining
adequate internal control over financial reporting. The Securities Exchange Act of 1934 defines internal control over financial
reporting in Rule 13a-15(f) and 15d-15(f) as a process designed by, or under the supervision of, the company’s principal
executive and principal financial officers and effected by the company’s board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:



| | • | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of the assets of the company;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the company’s assets that could have a material effect on the consolidated financial statements.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.



Our management assessed
the effectiveness of the company’s internal control over financial reporting as of December 31, 2013. In making this
assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) in Internal Control – Integrated Framework (1992).



Based on this assessment management concluded that, as of the evaluation
date, the company’s internal control over financial reporting is effective based upon those criteria.



(c) Changes in Internal
Control Over Financial Reporting: There have been no changes in the company’s internal control over financial reporting
identified in connection with the evaluation that occurred during the year ended December 31, 2013 that have materially affected,
or are reasonably likely to materially affect the company’s internal control over financial reporting.



(d) Attestation Report
of the Registered Public Accounting Firm: The company’s independent registered accounting firm, BDO LLP, has issued
an audit report on the effectiveness of the company’s internal control over financial reporting. See report of BDO LLP,
an Independent Registered Public Accounting Firm on page 139.



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Board of Directors and Shareholders



Randgold Resources Limited



We have audited Randgold
Resources Limited’s internal control over financial reporting as of December 31, 2013, based on criteria established
in Internal Control – Integrated Framework (1992)issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO criteria). Randgold Resources Limited’s management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included
in the accompanying report included in “Item 15B, “Management’s Report on Internal Control Over Financial
Reporting”. Our responsibility is to express an opinion on the company’s internal control over financial reporting
based on our audit.



We conducted our audit
in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.



A company’s internal
control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.



Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.



In our opinion, Randgold
Resources Limited maintained, in all material respects, effective internal control over financial reporting as of December 31,
2013, based on the COSO criteria.



We also have audited,
in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements
of financial position of Randgold Resources Limited as of December 31, 2013 and 2012 and the related consolidated statements
of comprehensive income, consolidated statements of changes in equity and statements of consolidated cash flows for the three
years in the period ended December 31, 2013 and our report dated 28 March 2014, expressed an unqualified opinion thereon.



|/s/ BDO LLP  
|-------------
|BDO LLP      
|London       
|28 March 2014



BDO LLP is a limited liability partnership
registered in England and Wales (with registered number OC305127).



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Item 16. Reserved



Item 16A. Audit Committee Financial
Expert



Membership of the company’s
audit committee, including its chairman, comprises only independent non-executive directors, in compliance with the Sarbanes-Oxley
Act. The company’s board determined that Dr. K. Voltaire, the current chairman of the audit committee, was an “audit
committee financial expert” as defined in Item 16A of Form 20-F. Dr. Voltaire and each of the other members of
the audit committee (being Mr. C.L. Coleman and Mr. A.J. Quinn) are independent non-executive directors. All three members
of the committee have considerable financial knowledge and experience to assist in overseeing and guiding the board and the company
in respect of audit and corporate governance disciplines.



The committee is guided
by its terms of reference, the mandate as delegated by the board is ensuring the integrity of financial reporting and adequacy
of governance, internal control and risk management policies and procedures throughout the company and its operations.



Item 16B. Code of Ethics



In order to comply with
the company’s obligations in terms of the Sarbanes-Oxley Act and in the interests of good governance, the company has systems
and procedures to introduce, monitor and enforce its ethical codes and the board has adopted a code of ethics that applies to all
employees and a code of ethics for the Chief Executive Officer, Chief Financial Officer and all financial officers. The codes of
ethics, entitled the “Code of Conduct” can be found on the company’s website, www.randgoldresources.com.



In addition, the company
has adopted a whistle-blowing policy that encourages employees and other stakeholders to confidentially and anonymously report
acts of an unethical or illegal nature that affect the company’s interests. The whistle-blowing policy applies to all companies
and operations in the group and provides a channel for individuals to confidentially raise any concerns about business practices
or acts that are in conflict with the company’s business principles, unlawful, or financial malpractice in the company and
its managed operations. The program, which is monitored by the audit committee, makes available a selection of telephonic, email
and mail communication channels as a medium for reporting. Reports are received by the general counsel and secretary and are referred
to the internal audit function or an appropriate manager for investigation and resolution. A report is provided to the audit committee
on a quarterly basis. The process encourages reports to be made in good faith in a responsible and ethical manner. Employees are
encouraged to first seek resolution of alleged malpractices through discussion with their direct managers, if appropriate, or,
if unresolved, they should report these through the whistle-blowing line or directly to internal audit.



Item 16C. Principal Accountant
Fees and Services



BDO LLP has served as
our independent registered public accounting firm for the financial years ended December 31, 2013, 2012 and 2011.



The following table presents the aggregate
fees for professional services and other services rendered by our Independent Registered Public Accounting Firm to us in 2013 and
2012.



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|                       |  | 2013 $  |       |  | 2012 $  | 
|---------------------- |  | ------- | ----- |  | ------- | 
|                       |  | ($’000) |       |  | ($’000) | 
|Audit Fees (1)         |  |         | 1,100 |  |         | 
|Audit-related Fees (2) |  |         | 16    |  |         | 
|Tax Fees               |  |         | —     |  |         | 
|All Other Fees (3)     |  |         | —     |  |         | 
|Total                  |  |         | 1,116 |  |         | 



| | (1) | The Audit Fees consist of fees billed for the annual audit services engagement and other audit
services, which are those services that only the external auditor reasonably can provide, and include our audit and statutory audits.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Audit-related fees include fees billed relating to comfort letters and consents; attest services;
and assistance with and review of documents filed with the Securities and Exchange Commission and UK Listing Authority.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Other fees relate to other work performed in respect of the documents filed with the UK Listing
Authority.
| | --- | ----------------------------------------------------------------------------------------------------------



Audit Committee Pre-Approval Policies and Procedures



Below is a summary of the
Audit Committee’s pre-approved policies and procedures:



The Audit Committee comprises
only independent non-executive directors and its mandate covers the sphere of duties relating to accounting policies, internal
control, financial reporting practices, identification of exposure to significant risks and all corporate governance issues.



The Audit Committee is
responsible for the appointment, removal and oversight of the activities of the external auditors. In addition, the Audit Committee
sets the principles for recommending the use of external auditors for non-audit services. Consistent with the audit committee’s
policy during 2013 no non-audit services were provided by our external auditors. On January 27, 2013 and again on January 30, 2014
the audit committee reaffirmed that policy.



The Audit Committee met
six times during 2013. At some of these meetings the committee met with the external audit partner and the finance director, to
review the audit plans of the external auditors and to ascertain the extent to which the scope of the audit can be relied upon
to detect weaknesses in internal controls. The audit committee met with the finance director to review the quarterly and half-yearly
financial results, and met with the finance director and external auditor to review the preliminary announcement of the annual
results and the annual financial statements, as well as all statutory submissions of a financial nature, prior to approval by the
board.



During 2013, all Audit-related
Fees provided to us by BDO LLP were approved by the Audit Committee pursuant to the de minimis exception to the pre-approval requirement
provided by paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.



No work was performed by
persons other than BDO LLP’s full-time, permanent employees on the BDO LLP’s engagement to audit our financial statements
for 2013 and 2012, except that BDO LLP utilizes members of staff in its South African, Jersey, United States, Zambian and Mauritian
offices member firms as part of the engagement team.



During 2013, the Audit
Committee has overseen work undertaken to ensure compliance with the requirements of Section 404 of the Sarbanes Oxley Act.



Item 16D. Exemptions from the
Listing Standards for Audit Committees



Not Applicable.



Item 16E. Purchase of Equity Securities
by the Issuer and Affiliated Purchasers



Neither the issuer nor any affiliate of the
issuer purchased any of our shares during 2013.



- 141 -


Table of Contents




Item 16F. Change in Registrant’s
Certifying Accountant



Not Applicable.



Item 16G. Corporate Governance



We are subject to a variety
of corporate governance guidelines and requirements of NASDAQ, the London Stock Exchange and the SEC. We believe that we comply
with the applicable corporate governance requirements. Although we are listed on the NASDAQ Global Select Market, we are not required
to comply with all of NASDAQ’s corporate governance rules which are applicable to US companies. The significant ways in which
the NASDAQ corporate governance rules differ for us, as a foreign company, are a reduced quorum requirement for shareholder meetings.
Since 2011, we have been required to comply with the provisions of the United Kingdom Corporate Governance Code which was issued
in the United Kingdom in June 2008 and was subsequently revised in 2010 and again last year. The 2012 edition of the United Kingdom
Governance Code was fully implemented in 2013. According to the provisions of the United Kingdom Corporate Governance Code we were
in compliance with the provisions throughout the year. In compliance with the United Kingdom Corporate Governance Code (2012 edition),
all directors are subject to re-election on an annual basis and at our AGM in April 2013 all of our directors (other than Mr. Kassum
who was appointed to the board in January 2014) were re-elected.



Item 17. Financial Statements



Not Applicable.



Item 18. Financial Statements



Reference is made to the financial statements,
commencing on page F-1, and the financial statement schedule on page S-1.



Item 19. Exhibits



The following exhibits are filed as part of
this Annual Report:



|Exhibit No. |  | Exhibit                                                                                                                                                                                                                                    
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                                            
|1.1§§       |  | Memorandum and Articles of Association of Randgold Resources Limited, as amended on May 3, 2011.                                                                                                                                           
|            |  |                                                                                                                                                                                                                                            
|2.1+++      |  | Form of Amended and Restated Deposit Agreement, dated as of July 10, 2002 among Randgold Resources Limited, The Bank of New York as Depositary, and owners and holders from time to time of American Depositary receipts issued thereunder.
|            |  |                                                                                                                                                                                                                                            
|2.2+++      |  | Form of American Depositary Receipt.                                                                                                                                                                                                       
|            |  |                                                                                                                                                                                                                                            
|2.3*        |  | Excerpts of relevant provisions of the Companies (Jersey) Law 1991.                                                                                                                                                                        
|            |  |                                                                                                                                                                                                                                            
|2.4*        |  | Shareholder’s Agreement (English translation), dated June 23, 2000, between the State of Mali and Morila Limited.                                                                                                                          
|            |  |                                                                                                                                                                                                                                            
|4.1*        |  | Deed Governing the Relationship Between the Parties Upon Admission between Randgold & Exploration Company Limited and Randgold Resources Limited, dated June 26, 1997 (Relationship Agreement).                                            
|            |  |                                                                                                                                                                                                                                            
|4.2*        |  | License Agreement, dated June 26, 1997, between Randgold & Exploration Company Limited and Randgold Resources Limited.                                                                                                                     



- 142 -


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|Exhibit No. |  | Exhibit                                                                                                                                                                                                             
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                     
|4.3*        |  | Agreement, dated December 21, 1999, between Société des Mines de Morila SA, Randgold Resources Limited and Morila Limited (loan from Randgold Resources Limited to Morila Limited).                                 
|            |  |                                                                                                                                                                                                                     
|4.4*        |  | Joint Venture Agreement, dated May 29, 2000, between AngloGold Limited and Randgold Resources Limited.                                                                                                              
|            |  |                                                                                                                                                                                                                     
|4.5*        |  | Randgold Resources Limited Share Option Scheme.                                                                                                                                                                     
|            |  |                                                                                                                                                                                                                     
|4.6++       |  | Shareholder Loan Agreement dated August 1, 2004, between Randgold Resources Limited and Randgold Resources (Somilo) Limited.                                                                                        
|            |  |                                                                                                                                                                                                                     
|4.7++       |  | Amendment to Shareholders’ Loan Agreement, between Randgold Resources Limited and Randgold Resources (Somilo) Limited.                                                                                              
|            |  |                                                                                                                                                                                                                     
|4.8++       |  | Deed of Assignment, dated December 20, 2004, between Randgold Resources Limited and Société des Mines de Loulo S.A.                                                                                                 
|            |  |                                                                                                                                                                                                                     
|4.9##       |  | Joint Venture Agreement, dated April 4, 2008, between New Mining CI and Randgold Resources (Côte d’Ivoire) Limited.                                                                                                 
|            |  |                                                                                                                                                                                                                     
|4.10###     |  | Addendum to the Joint Venture Agreement, dated April 4, 2008, between New Mining CI and Randgold Resources (Côte d’Ivoire) Limited.                                                                                 
|            |  |                                                                                                                                                                                                                     
|4.11###     |  | Addendum to the Joint Venture Agreement, dated April 22, 2008, between AngloGold Ashanti Limited and Randgold Resources Limited.                                                                                    
|            |  |                                                                                                                                                                                                                     
|4.12%       |  | Letter Agreement, dated September 18, 2008, between Randgold Resources (Côte d’Ivoire) Limited and New Mining Côte d’Ivoire SARL.                                                                                   
|            |  |                                                                                                                                                                                                                     
|4.13%%      |  | Agreement between Randgold Resources Limited and AngloGold Ashanti Limited dated July 16, 2009.                                                                                                                     
|            |  |                                                                                                                                                                                                                     
|4.14%%      |  | Amendment dated July 27, 2009 to Agreement between Randgold Resources Limited and AngloGold Ashanti Limited, dated July 16, 2009.                                                                                   
|            |  |                                                                                                                                                                                                                     
|4.15**      |  | Arrangement Agreement, dated August 5, 2009, between Randgold Resources Limited, 0858065 B.C. Limited and Moto Goldmines Limited.                                                                                   
|            |  |                                                                                                                                                                                                                     
|4.16**      |  | Protocole d’Accord, dated October 31, 2009, between Randgold Resources Limited, AngloGold Ashanti Limited, Moto Goldmines Limited, Kibali Goldmines S.P.R.L. and the Government of the Democratic Republic of Congo.
|            |  |                                                                                                                                                                                                                     
|4.17***     |  | Joint Venture Agreement, dated July 16, 2009 between Randgold Resources Limited and AngloGold Ashanti Limited in relation to Kibali (Jersey) Limited.                                                               
|            |  |                                                                                                                                                                                                                     
|4.18§§      |  | Rules of Restricted Share Scheme, as amended on January 30, 2012.                                                                                                                                                   
|            |  |                                                                                                                                                                                                                     
|4.19§§      |  | Rules of Co-Investment Plan.                                                                                                                                                                                        
|            |  |                                                                                                                                                                                                                     
|4.20§§§     |  | Appointment Letter, dated April 30, 2012, between Randgold Resources Limited and Andrew Quinn.                                                                                                                      
|            |  |                                                                                                                                                                                                                     
|4.21§§§     |  | Appointment Letter, dated April 30, 2012, between Randgold Resources Limited and Christopher Coleman.                                                                                                               



- 143 -


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|Exhibit No. |  | Exhibit                                                                                                                                                                                            
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                    
|4.22§§§     |  | Appointment Letter, dated April 30, 2012, between Randgold Resources Limited and Kadri Dagdelen.                                                                                                   
|            |  |                                                                                                                                                                                                    
|4.23§§§     |  | Appointment Letter, dated April 30, 2012, between Randgold Resources Limited and Karl Voltaire.                                                                                                    
|            |  |                                                                                                                                                                                                    
|4.24§§§     |  | Appointment Letter, dated April 30, 2012, between Randgold Resources Limited and Norborne Cole Jr.                                                                                                 
|            |  |                                                                                                                                                                                                    
|4.25§§§     |  | Appointment Letter, dated April 30, 2012, between Randgold Resources Limited and Philippe Liétard.                                                                                                 
|            |  |                                                                                                                                                                                                    
|4.26§§§     |  | Appointment Letter, dated January 28, 2013, between Randgold Resources Limited and Jeanine Mabunda Lioko.                                                                                          
|            |  |                                                                                                                                                                                                    
|4.27        |  | Appointment Letter, dated January 31, 2014, between Randgold Resources Limited and Jemal-ud-din Kassum.                                                                                            
|            |  |                                                                                                                                                                                                    
|4.28§§§     |  | Deed of Indemnity, dated April 30, 2012, between Randgold Resources Limited and Andrew Quinn.                                                                                                      
|            |  |                                                                                                                                                                                                    
|4.29§§§     |  | Deed of Indemnity, dated January 28, 2013, between Randgold Resources Limited and Jeanine Mabunda Lioko.                                                                                           
|            |  |                                                                                                                                                                                                    
|4.30        |  | Deed of Indemnity, dated January 31, 2014, between Randgold Resources Limited and Jemal-ud-din Kassum.                                                                                             
|            |  |                                                                                                                                                                                                    
|4.31§§      |  | Executive Service Agreement between Randgold Resources Limited and Dennis Mark Bristow, dated June 13, 2011.                                                                                       
|            |  |                                                                                                                                                                                                    
|4.32§§§     |  | Variation to Executive Service Agreement between Randgold Resources Limited and Dennis Mark Bristow, as amended on January 28, 2013.                                                               
|            |  |                                                                                                                                                                                                    
|4.33§§      |  | Executive Service Agreement between Randgold Resources Limited and Graham P. Shuttleworth, dated June 13, 2011.                                                                                    
|            |  |                                                                                                                                                                                                    
|4.34§§§     |  | Variation to Executive Service Agreement between Randgold Resources Limited and Graham P. Shuttleworth, as amended on January 28, 2013.                                                            
|            |  |                                                                                                                                                                                                    
|4.35§§§     |  | Establishment Convention between the Government of the Republic of Mali and Société des Mines de Gounkoto SA, dated March 21, 2012.                                                                
|            |  |                                                                                                                                                                                                    
|4.36§§§     |  | Agreement between The State of Côte d’Ivoire and Randgold Resources Côte d’Ivoire SARL, dated October 2010.                                                                                        
|            |  |                                                                                                                                                                                                    
|4.37§§§     |  | Shareholders agreement dated October 31, 2009, between L’office des Mines d’or de Kilo-Moto, Moto Goldmines Limited , Border Energy Pty Limited, Kibali Goldmines SPRL and Kibali (Jersey) Limited.
|            |  |                                                                                                                                                                                                    
|4.38§§§     |  | Establishment Convention between the Government of the Republic of Mali and BHP Minerals International Inc., dated April 28, 1992 concerning the Morila Gold Mine.                                 
|            |  |                                                                                                                                                                                                    
|4.39§§§     |  | Toll Treatment Agreement, dated June 1, 2011, between Société des Mines de Gounkoto SA and Société des Mines de Loulo SA.                                                                          



- 144 -


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|Exhibit No. |  | Exhibit                                                                                                                                               
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                       
|4.40§§§     |  | Establishment Convention between the Government of the Republic of Mali and Société des Mines de Loulo SA, dated March 21, 1983.                      
|            |  |                                                                                                                                                       
|4.41§§§     |  | Amendment to the Establishment Convention dated March 21, 1983, concerning the Loulo Gold Mine.                                                       
|            |  |                                                                                                                                                       
|4.42        |  | Facility Agreement dated May 17, 2013 between Randgold Resources Limited, HSBC Securities (USA), Inc., HSBC Bank PLC and other financial institutions.
|            |  |                                                                                                                                                       
|8.1         |  | List of Subsidiaries.                                                                                                                                 
|            |  |                                                                                                                                                       
|12.1        |  | Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                   
|            |  |                                                                                                                                                       
|12.2        |  | Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                   
|            |  |                                                                                                                                                       
|13.1        |  | Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.    
|            |  |                                                                                                                                                       
|13.2        |  | Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.    
|            |  |                                                                                                                                                       
|15.1        |  | Consent of BDO LLP.                                                                                                                                   
|            |  |                                                                                                                                                       
|15.2        |  | Consent of Andrew Fox                                                                                                                                 
|            |  |                                                                                                                                                       
|15.3        |  | Consent of Tim Peters.                                                                                                                                










| | * | Incorporated herein by reference to Registrant’s Registration Statement on Form F-1 (File
No. 333-90972), filed on June 21, 2002.
| | - | ---------------------------------------------------------------------------------------------------------------------------------

| | + | Incorporated by reference to Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2002.
| | - | -----------------------------------------------------------------------------------------------------------------

| | ++ | Incorporated by reference to Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2004.
| | -- | -----------------------------------------------------------------------------------------------------------------

| | +++ | Incorporated by reference to Registrant’s Registration Statement on Form F-6 (File No. 333-129147), filed on October 7,
2009.
| | --- | -----------------------------------------------------------------------------------------------------------------------------

| | § | Incorporated by reference to Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2005.
| | - | -----------------------------------------------------------------------------------------------------------------

| | # | Incorporated by reference to Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2006.
| | - | -----------------------------------------------------------------------------------------------------------------

| | ## | Incorporated by reference to Registrant’s Registration Statement on Form F-3 (File No. 333-147648), filed on November 27,
2007.
| | -- | -------------------------------------------------------------------------------------------------------------------------------

| | ### | Incorporated by reference to Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2007.
| | --- | -----------------------------------------------------------------------------------------------------------------

| | % | Incorporated by reference to Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2008.
| | - | -----------------------------------------------------------------------------------------------------------------

| | %% | Incorporated by reference to Registrant’s Registration Statement on Form F-3 (File No. 333-160827), filed on July 27,
2009.
| | -- | ---------------------------------------------------------------------------------------------------------------------------

| | ** | Incorporated by reference to Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2009.
| | -- | -----------------------------------------------------------------------------------------------------------------

| | *** | Incorporated by reference to Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2010.
| | --- | -----------------------------------------------------------------------------------------------------------------



- 145 -


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| | §§ | Incorporated by reference to Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011.
| | -- | -----------------------------------------------------------------------------------------------------------------

| | §§§ | Incorporated by reference to Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012.
| | --- | -----------------------------------------------------------------------------------------------------------------



- 146 -


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SIGNATURES



The registrant hereby certifies that it meets
all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual
Report on its behalf.



| | RANDGOLD RESOURCES LIMITED
| | --------------------------
| |                           
| | By:                       
| |                           
| |                           
| |                           






Table of Contents




Exhibit Index



|Exhibit
        No. |  | Exhibit                                                                                                                                               
|------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |  |                                                                                                                                                       
|4.27                |  | Appointment Letter, dated January 31, 2014, between Randgold Resources Limited and Jemal-ud-din Kassum.                                               
|                    |  |                                                                                                                                                       
|4.30                |  | Deed of Indemnity, dated January 31, 2014, between Randgold Resources Limited and Jemal-ud-din Kassum.                                                
|                    |  |                                                                                                                                                       
|4.42                |  | Facility Agreement dated May 17, 2013 between Randgold Resources Limited, HSBC Securities (USA), Inc., HSBC Bank PLC and other financial institutions.
|                    |  |                                                                                                                                                       
|8.1                 |  | List of Subsidiaries.                                                                                                                                 
|                    |  |                                                                                                                                                       
|12.1                |  | Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                   
|                    |  |                                                                                                                                                       
|12.2                |  | Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                   
|                    |  |                                                                                                                                                       
|13.1                |  | Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.    
|                    |  |                                                                                                                                                       
|13.2                |  | Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.    
|                    |  |                                                                                                                                                       
|15.1                |  | Consent of BDO LLP.                                                                                                                                   
|                    |  |                                                                                                                                                       
|15.2                |  | Consent of Andrew Fox.                                                                                                                                
|                    |  |                                                                                                                                                       
|15.3                |  | Consent of Tim Peters.                                                                                                                                













INDEX TO FINANCIAL STATEMENTS



|                                                            | PAGE
|----------------------------------------------------------- | ----
|Randgold Resources Limited                                  |     
|REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-1 
|CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME             | F-2 
|CONSOLIDATED STATEMENTS OF FINANCIAL POSITION               | F-3 
|CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY                | F-4 
|STATEMENTS OF CONSOLIDATED CASH FLOWS                       | F-6 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS              | F-7 



|                                                            | PAGE
|----------------------------------------------------------- | ----
|Kibali (Jersey) Limited                                     |     
|REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-58
|CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME             | F-59
|CONSOLIDATED STATEMENTS OF FINANCIAL POSITION               | F-60
|CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY                | F-61
|STATEMENTS OF CONSOLIDATED CASH FLOWS                       | F-62
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS              | F-63






Table of Contents




REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board of Directors and Shareholders



Randgold Resources Limited



We
have audited the accompanying consolidated statements of financial position of Randgold Resources Limited as of
December 31, 2013 and 2012 and the related consolidated statements of comprehensive income, consolidated statements of
changes in equity and statements of consolidated cash flows for the three years in the period ended December 31, 2013. In
connection with our audits of the financial statements, we have also audited the financial statement schedule,
included on page S-1 of this Form 20-F. These financial statements and schedule are the responsibility of
Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our
audits.



We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and
the schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinions.



In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of Randgold Resources Limited as of December 31, 2013 and 2012 and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2013, in conformity with International Financial Reporting Standards
as issued by the International Accounting Standards Board (IASB).



Also,
 in our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial statements
taken as a whole, present fairly, in all material respects, the information set forth therein.



We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Randgold
Resources Limited’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal
Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
and our report dated 28 March 2014, expressed an unqualified opinion thereon.



As
discussed in Note 2, the company retrospectively adopted the IASB’s International Financial Reporting Standard No. 11 Joint arrangements
in 2013, which included the disclosure of the January 1, 2012 consolidated statement of financial position.



/s/ BDO LLPBDO LLPLondon28 March 2014



BDO LLP is a limited liability
partnership registered in England and Wales (with registered number OC305127).



F-1


Table of Contents




RANDGOLD RESOURCES LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31



|US$000                                                                |  | Notes |    |  | 2013 |  |           | 2012
                                         (Restated)+ |  |  | 2011
                                         (Restated)+ |  
|--------------------------------------------------------------------- |  | ----- | -- |  | ---- |  | --------- | --------------------------------------------------------- |  |  | --------------------------------------------------------- | -
|                                                                      |  |       |    |  |      |  |           |                                                           |  |  |                                                           |  
|REVENUE                                                               |  |       |    |  |      |  |           |                                                           |  |  |                                                           |  
|Gold sales on spot                                                    |  |       |    |  |      |  | 1,137,690 |                                                           |  |  | 1,183,127                                                 |  
|Total revenue                                                         |  |       |    |  |      |  | 1,137,690 |                                                           |  |  | 1,183,127                                                 |  
|Other income                                                          |  |       | 21 |  |      |  | 6,028     |                                                           |  |  | 12,555                                                    |  
|TOTAL INCOME                                                          |  |       |    |  |      |  | 1,143,718 |                                                           |  |  | 1,195,682                                                 |  
|COSTS AND EXPENSES                                                    |  |       |    |  |      |  |           |                                                           |  |  |                                                           |  
|Mining and processing costs                                           |  |       | 21 |  |      |  | 678,456   |                                                           |  |  | 588,376                                                   |  
|Transport and refining costs                                          |  |       |    |  |      |  | 2,663     |                                                           |  |  | 2,718                                                     |  
|Royalties                                                             |  |       |    |  |      |  | 58,415    |                                                           |  |  | 59,710                                                    |  
|Exploration and corporate expenditure                                 |  |       | 22 |  |      |  | 49,485    |                                                           |  |  | 39,033                                                    |  
|Other expenses                                                        |  |       |    |  |      |  | -         |                                                           |  |  | -                                                         |  
|                                                                      |  |       |    |  |      |  |           |                                                           |  |  |                                                           |  
|TOTAL COSTS                                                           |  |       |    |  |      |  | 789,019   |                                                           |  |  | 689,837                                                   |  
|Finance  income                                                       |  |       | 23 |  |      |  | 1,242     |                                                           |  |  | 2,048                                                     |  
|Finance costs                                                         |  |       | 23 |  |      |  | (7,737    | )                                                         |  |  | (984                                                      | )
|Finance (costs)/income – net                                          |  |       | 23 |  |      |  | (6,495    | )                                                         |  |  | 1,064                                                     |  
|Share of profits of equity accounted joint ventures                   |  |       | 10 |  |      |  | 54,257    |                                                           |  |  | 40,927                                                    |  
|PROFIT BEFORE INCOME TAX                                              |  |       |    |  |      |  | 402,461   |                                                           |  |  | 547,836                                                   |  
|Income tax expense                                                    |  |       | 4  |  |      |  | (76,714   | )                                                         |  |  | (37,054                                                   | )
|PROFIT FOR THE PERIOD                                                 |  |       |    |  |      |  | 325,747   |                                                           |  |  | 510,782                                                   |  
|OTHER COMPREHENSIVE INCOME                                            |  |       |    |  |      |  |           |                                                           |  |  |                                                           |  
|Loss on available-for-sale financial assets                           |  |       |    |  |      |  | (1,173    | )                                                         |  |  | (2,919                                                    | )
|Share of equity accounted joint ventures’ other comprehensive expense |  |       | 10 |  |      |  | (400      | )                                                         |  |  | (182                                                      | )
|Total other comprehensive expense                                     |  |       |    |  |      |  | (1,573    | )                                                         |  |  | (3,101                                                    | )
|TOTAL COMPREHENSIVE INCOME                                            |  |       |    |  |      |  | 324,174   |                                                           |  |  | 507,681                                                   |  
|PROFIT                                                                |  |       |    |  |      |  |           |                                                           |  |  |                                                           |  
|Attributable to:                                                      |  |       |    |  |      |  |           |                                                           |  |  |                                                           |  
|Owners of the parent                                                  |  |       |    |  |      |  | 278,382   |                                                           |  |  | 431,801                                                   |  
|Non-controlling interests                                             |  |       |    |  |      |  | 47,365    |                                                           |  |  | 78,981                                                    |  
|                                                                      |  |       |    |  |      |  |           |                                                           |  |  |                                                           |  
|                                                                      |  |       |    |  |      |  | 325,747   |                                                           |  |  | 510,782                                                   |  
|TOTAL COMPREHENSIVE INCOME                                            |  |       |    |  |      |  |           |                                                           |  |  |                                                           |  
|Attributable to:                                                      |  |       |    |  |      |  |           |                                                           |  |  |                                                           |  
|Owners of the parent                                                  |  |       |    |  |      |  | 276,809   |                                                           |  |  | 428,700                                                   |  
|Non-controlling interests                                             |  |       |    |  |      |  | 47,365    |                                                           |  |  | 78,981                                                    |  
|                                                                      |  |       |    |  |      |  |           |                                                           |  |  |                                                           |  
|                                                                      |  |       |    |  |      |  | 324,174   |                                                           |  |  | 507,681                                                   |  
|BASIC EARNINGS PER SHARE (US$)                                        |  |       | 6  |  |      |  | 3.02      |                                                           |  |  | 4.70                                                      |  
|DILUTED EARNINGS PER SHARE (US$)                                      |  |       | 6  |  |      |  | 2.98      |                                                           |  |  | 4.65                                                      |  
|AVERAGE SHARES IN ISSUE (000)                                         |  |       |    |  |      |  | 92,213    |                                                           |  |  | 91,911                                                    |  



| | + | Following
                                         the introduction and adoption of IFRS 11 Joint arrangements, the group changed its accounting
                                         policy on joint ventures from January 1, 2013 with prior periods restated accordingly
                                         (refer to pages F-8 to  F-12 for further details).
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The accompanying
Notes are an integral part of these consolidated financial statements.



F-2


Table of Contents




RANDGOLD RESOURCES LIMITED

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION



|US$000                                           |  | Notes |    |  | December 31,
                                         2013 |  |           | December 31,
                                         2012 (Restated)+ |  |  | January
                                         1, 2012
(Restated )+ | 
|------------------------------------------------ |  | ----- | -- |  | ---------------------------------------------------------- |  | --------- | ---------------------------------------------------------------------- |  |  | --------------------------------------------------------------------- | 
|                                                 |  |       |    |  |                                                            |  |           |                                                                        |  |  |                                                                       | 
|ASSETS                                           |  |       |    |  |                                                            |  |           |                                                                        |  |  |                                                                       | 
|NON-CURRENT ASSETS                               |  |       |    |  |                                                            |  |           |                                                                        |  |  |                                                                       | 
|Property, plant and equipment                    |  |       | 9  |  |                                                            |  | 1,457,500 |                                                                        |  |  | 1,294,865                                                             | 
|Deferred tax                                     |  |       | 11 |  |                                                            |  | 1,294     |                                                                        |  |  | 1,970                                                                 | 
|Trade and other receivables                      |  |       | 7  |  |                                                            |  | 49,023    |                                                                        |  |  | -                                                                     | 
|Long term ore stockpiles                         |  |       | 8  |  |                                                            |  | 142,010   |                                                                        |  |  | -                                                                     | 
|Investmentin equity accounted joint ventures     |  |       | 10 |  |                                                            |  | 1,267,776 |                                                                        |  |  | 816,500                                                               | 
|Other investments in joint ventures              |  |       | 10 |  |                                                            |  | 52,459    |                                                                        |  |  | 43,947                                                                | 
|Total investments in joint ventures              |  |       | 10 |  |                                                            |  | 1,320,235 |                                                                        |  |  | 860,447                                                               | 
|TOTAL NON-CURRENT ASSETS                         |  |       |    |  |                                                            |  | 2,970,062 |                                                                        |  |  | 2,157,282                                                             | 
|CURRENT ASSETS                                   |  |       |    |  |                                                            |  |           |                                                                        |  |  |                                                                       | 
|Inventories and ore stockpiles                   |  |       | 8  |  |                                                            |  | 180,415   |                                                                        |  |  | 272,609                                                               | 
|Trade and other receivables                      |  |       | 7  |  |                                                            |  | 186,054   |                                                                        |  |  | 202,129                                                               | 
|Available-for-sale financial assets              |  |       | 12 |  |                                                            |  | 1,831     |                                                                        |  |  | 3,003                                                                 | 
|Cash and cash equivalents                        |  |       |    |  |                                                            |  | 38,151    |                                                                        |  |  | 373,868                                                               | 
|TOTAL CURRENT ASSETS                             |  |       |    |  |                                                            |  | 406,451   |                                                                        |  |  | 851,609                                                               | 
|TOTAL ASSETS                                     |  |       |    |  |                                                            |  | 3,376,513 |                                                                        |  |  | 3,008,891                                                             | 
|EQUITY AND LIABILITIES                           |  |       |    |  |                                                            |  |           |                                                                        |  |  |                                                                       | 
|Share capital                                    |  |       | 5  |  |                                                            |  | 4,612     |                                                                        |  |  | 4,603                                                                 | 
|Share premium                                    |  |       | 5  |  |                                                            |  | 1,423,513 |                                                                        |  |  | 1,409,144                                                             | 
|Retained earnings                                |  |       |    |  |                                                            |  | 1,386,518 |                                                                        |  |  | 1,154,273                                                             | 
|Other reserves                                   |  |       |    |  |                                                            |  | 64,398    |                                                                        |  |  | 50,994                                                                | 
|Equity attributable to owners of the parent      |  |       |    |  |                                                            |  | 2,879,041 |                                                                        |  |  | 2,619,014                                                             | 
|Non-controlling interests                        |  |       |    |  |                                                            |  | 178,813   |                                                                        |  |  | 158,673                                                               | 
|TOTAL EQUITY                                     |  |       |    |  |                                                            |  | 3,057,854 |                                                                        |  |  | 2,777,687                                                             | 
|NON-CURRENT LIABILITIES                          |  |       |    |  |                                                            |  |           |                                                                        |  |  |                                                                       | 
|Loans from minority shareholders in subsidiaries |  |       |    |  |                                                            |  | 2,929     |                                                                        |  |  | 3,249                                                                 | 
|Deferred tax                                     |  |       | 11 |  |                                                            |  | 28,458    |                                                                        |  |  | 29,355                                                                | 
|Provision for rehabilitation                     |  |       | 14 |  |                                                            |  | 49,177    |                                                                        |  |  | 52,575                                                                | 
|TOTAL NON-CURRENT LIABILITIES                    |  |       |    |  |                                                            |  | 80,564    |                                                                        |  |  | 85,179                                                                | 
|CURRENT LIABILITIES                              |  |       |    |  |                                                            |  |           |                                                                        |  |  |                                                                       | 
|Trade and other payables                         |  |       | 13 |  |                                                            |  | 174,445   |                                                                        |  |  | 133,441                                                               | 
|Current tax payable                              |  |       |    |  |                                                            |  | 63,650    |                                                                        |  |  | 12,584                                                                | 
|TOTAL CURRENT LIABILITIES                        |  |       |    |  |                                                            |  | 238,095   |                                                                        |  |  | 146,025                                                               | 
|TOTAL EQUITY AND LIABILITIES                     |  |       |    |  |                                                            |  | 3,376,513 |                                                                        |  |  | 3,008,891                                                             | 



| | + | Following the introduction and
                                                                  adoption of IFRS 11 Joint arrangements, the group changed its accounting policy on joint ventures from January 1, 2013 with
                                                                  prior periods restated accordingly (refer to pages F-8 to  F-12 for further details).
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The accompanying
Notes are an integral part of these consolidated financial statements.



F-3


Table of Contents




RANDGOLD RESOURCES LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2013



Attributable
to Equity Shareholders



|US$000                                                                    |  | Number of Ordinary
    Shares |            |  | Share Capital |  |       | Share Premium |  |  | Other Reserves |  |  | Retained Earnings |         |   | Total Equity
    Attributable  to Owners of Parent |  |           | Non-
                                         Controlling interests+ |  |  | Total
                                         Equity+ |  
|------------------------------------------------------------------------- |  | ----------------------------- | ---------- |  | ------------- |  | ----- | ------------- |  |  | -------------- |  |  | ----------------- | ------- | - | -------------------------------------------------- |  | --------- | -------------------------------------------------------------------- |  |  | ------------------------------------------------------ | -
|                                                                          |  |                               |            |  |               |  |       |               |  |  |                |  |  |                   |         |   |                                                    |  |           |                                                                      |  |  |                                                        |  
|BALANCE – DEC 31, 2010                                                    |  |                               | 91,082,170 |  |               |  | 4,555 |               |  |  | 1,362,320      |  |  |                   | 31,596  |   |                                                    |  | 393,570   |                                                                      |  |  | 1,792,041                                              |  
|Change in accounting policy+                                              |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | -       |   |                                                    |  | -         |                                                                      |  |  | -                                                      |  
|BALANCE – DEC 31, 2010  (restated) +                                      |  |                               | 91,082,170 |  |               |  | 4,555 |               |  |  | 1,362,320      |  |  |                   | 31,596  |   |                                                    |  | 393,570   |                                                                      |  |  | 1,792,041                                              |  
|Share of other comprehensive expense of joint ventures*                   |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | (800    | ) |                                                    |  | -         |                                                                      |  |  | (800                                                   | )
|Fair value movement on available -for-sale financial assets*              |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | (8,406  | ) |                                                    |  | -         |                                                                      |  |  | (8,406                                                 | )
|Other comprehensive expense                                               |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | (9,206  | ) |                                                    |  | -         |                                                                      |  |  | (9,206                                                 | )
|Net profit for the period                                                 |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | -       |   |                                                    |  | 383,860   |                                                                      |  |  | 383,860                                                |  
|Total comprehensive (expense)/income for the period                       |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | (9,206  | ) |                                                    |  | 383,860   |                                                                      |  |  | 374,654                                                |  
|Share-based payments                                                      |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | 23,581  |   |                                                    |  | -         |                                                                      |  |  | 23,581                                                 |  
|Share options exercised                                                   |  |                               | 628,500    |  |               |  | 32    |               |  |  | 19,195         |  |  |                   | -       |   |                                                    |  | -         |                                                                      |  |  | 19,227                                                 |  
|Reserve transfer on exercise of options previously expensed under IFRS 2  |  |                               | -          |  |               |  | -     |               |  |  | 4,976          |  |  |                   | (4,976  | ) |                                                    |  | -         |                                                                      |  |  | -                                                      |  
|Shares vested #                                                           |  |                               | 6,400      |  |               |  | -     |               |  |  | 448            |  |  |                   | (448    | ) |                                                    |  | -         |                                                                      |  |  | -                                                      |  
|Dividend relating to 2010                                                 |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | -       |   |                                                    |  | (18,221   | )                                                                    |  |  | (18,221                                                | )
|Lapsed options originally issued on acquisition of Moto                   |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | (16     | ) |                                                    |  | -         |                                                                      |  |  | (16                                                    | )
|BALANCE – DEC 31, 2011 (restated) +                                       |  |                               | 91,717,070 |  |               |  | 4,587 |               |  |  | 1,386,939      |  |  |                   | 40,531  |   |                                                    |  | 759,209   |                                                                      |  |  | 2,191,266                                              |  
|Share of other comprehensive expense of joint ventures*                   |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | (182    | ) |                                                    |  | -         |                                                                      |  |  | (182                                                   | )
|Fair value movement on available-for-sale financial assets*               |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | (2,919  | ) |                                                    |  | -         |                                                                      |  |  | (2,919                                                 | )
|Other comprehensive expense                                               |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | (3,101  | ) |                                                    |  | -         |                                                                      |  |  | (3,101                                                 | )
|Net profit for the period                                                 |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | -       |   |                                                    |  | 431,801   |                                                                      |  |  | 431,801                                                |  
|Total comprehensive income/(expense) for the period                       |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | (3,101  | ) |                                                    |  | 431,801   |                                                                      |  |  | 428,700                                                |  
|Share-based payments                                                      |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | 21,150  |   |                                                    |  | -         |                                                                      |  |  | 21,150                                                 |  
|Share options exercised                                                   |  |                               | 267,798    |  |               |  | 13    |               |  |  | 14,064         |  |  |                   | -       |   |                                                    |  | -         |                                                                      |  |  | 14,077                                                 |  
|Reserve transfer on exercise of options previously expensed under IFRS 2  |  |                               | -          |  |               |  | -     |               |  |  | 3,498          |  |  |                   | (3,498  | ) |                                                    |  | -         |                                                                      |  |  | -                                                      |  
|Shares vested#                                                            |  |                               | 76,285     |  |               |  | 3     |               |  |  | 4,643          |  |  |                   | (4,088  | ) |                                                    |  | -         |                                                                      |  |  | 558                                                    |  
|Dividend relating to 2011                                                 |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | -       |   |                                                    |  | (36,737   | )                                                                    |  |  | (36,737                                                | )
|Non-controlling interest share of Gounkoto dividend                       |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | -       |   |                                                    |  | -         |                                                                      |  |  | -                                                      |  
|Balance – DEC 31, 2012 (restated)                                         |  |                               | 92,061,153 |  |               |  | 4,603 |               |  |  | 1,409,144      |  |  |                   | 50,994  |   |                                                    |  | 1,154,273 |                                                                      |  |  | 2,619,014                                              |  
|Share of other comprehensive expense of joint ventures*                   |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | (400    | ) |                                                    |  | -         |                                                                      |  |  | (400                                                   | )
|Fair value movement on available-for-sale financial assets*               |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | (1,173  | ) |                                                    |  | -         |                                                                      |  |  | (1,173                                                 | )
|Other comprehensive expense                                               |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | (1,573  | ) |                                                    |  | -         |                                                                      |  |  | (1,573                                                 | )
|Net profit for the period                                                 |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | -       |   |                                                    |  | 278,382   |                                                                      |  |  | 278,382                                                |  
|Total comprehensive income/(expense) for the period                       |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | (1,573  | ) |                                                    |  | 278,382   |                                                                      |  |  | 276,809                                                |  
|Share-based payments                                                      |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | 26,282  |   |                                                    |  | -         |                                                                      |  |  | 26,282                                                 |  
|Share options exercised                                                   |  |                               | 23,750     |  |               |  | 1     |               |  |  | 1,183          |  |  |                   | -       |   |                                                    |  | -         |                                                                      |  |  | 1,184                                                  |  
|Reserves transfer on exercise of options previously expensed under IFRS 2 |  |                               | -          |  |               |  | -     |               |  |  | 464            |  |  |                   | (464    | ) |                                                    |  | -         |                                                                      |  |  | -                                                      |  
|Shares vested#                                                            |  |                               | 160,628    |  |               |  | 8     |               |  |  | 12,722         |  |  |                   | (10,841 | ) |                                                    |  | -         |                                                                      |  |  | 1,889                                                  |  
|Dividend relating to 2012                                                 |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | -       |   |                                                    |  | (46,137   | )                                                                    |  |  | (46,137                                                | )
|Non-controlling interest share of  Gounkoto dividend                      |  |                               | -          |  |               |  | -     |               |  |  | -              |  |  |                   | -       |   |                                                    |  | -         |                                                                      |  |  | -                                                      |  
|Balance – DEC 31, 2013                                                    |  |                               | 92,245,531 |  |               |  | 4,612 |               |  |  | 1,423,513      |  |  |                   | 64,398  |   |                                                    |  | 1,386,518 |                                                                      |  |  | 2,879,041                                              |  



F-4


Table of Contents




Share Capital



The share
capital comprises the issued ordinary shares of the company at par.



Share
premium



The
share premium comprises the excess value recognized from the issue of ordinary shares at par.



Retained
earnings



Retained
earnings comprise the group’s cumulative accounting profits and losses since inception.



Other
reserves



Other
reserves comprise the cumulative charge recognized under IFRS 2 in respect of share-based payment awards (net of amounts transferred
to share capital and share premium), as well as cumulative fair value movements in current available-for-sale financial assets.



At
December 31, 2013, the balance of the share-based payment reserve amounted to US$65.1 million (December 31, 2012: US$50.1 million;
December 31, 2011: US$36.5 million). The foreign currency translation reserve was US$1.4 million at December 31, 2013 (December
31, 2012: US$1.4 million; December 31, 2011: US$1.4 million) and the cumulative net losses in current available-for-sale financial
assets amounted to US$2.1 million at December 31, 2013 (December 31, 2012: cumulative net loss of US$0.5 million; December 31,
2011: cumulative net gains of US$2.6 million). Refer to Note 12 for further details on available-for-sale financial assets.



Non-controlling
interests



Non-controlling
interests comprise the non-controlling interests’ share of cumulative profits and losses in the group, less their share
of dividends paid.



|* | Share of other comprehensive expense of joint ventures and fair value movements on available
for-sale assets may be recycled through the income statement in the future if certain future conditions arise.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                            

|# | Restricted shares were issued as remuneration to executive directors, non-executive directors
and senior management. Shares were also issued to executive directors following approval of their 2012 and 2011 annual bonuses.
The transfer between ‘other reserves’ and ’share premium’ in respect of the shares vested represents the
cost calculated in accordance with IFRS 2.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                  

|+ | Following the introduction and adoption of IFRS 11 Joint
                                       arrangements, the group changed its accounting policy on joint ventures from January 1,
                                       2013 with prior periods restated accordingly (refer to pages F-8 to  F-12 for
                                       further details).
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-5


Table of Contents




RANDGOLD RESOURCES LIMITED

STATEMENTS OF CONSOLIDATED CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31



|US$000                                                            |  | 2013 |          |   | 2012
                                         (Restated)+ |  |          | 2011
                                         (Restated)+ | 
|----------------------------------------------------------------- |  | ---- | -------- | - | --------------------------------------------------------- |  | -------- | --------------------------------------------------------- | 
|                                                                  |  |      |          |   |                                                           |  |          |                                                           | 
|CASH FLOW FROM OPERATING ACTIVITIES                               |  |      |          |   |                                                           |  |          |                                                           | 
|Profit after tax                                                  |  |      | 325,747  |   |                                                           |  | 510,782  |                                                           | 
|Income tax expense                                                |  |      | 76,714   |   |                                                           |  | 37,054   |                                                           | 
|                                                                  |  |      |          |   |                                                           |  |          |                                                           | 
|Profit before income tax                                          |  |      | 402,461  |   |                                                           |  | 547,836  |                                                           | 
|                                                                  |  |      |          |   |                                                           |  |          |                                                           | 
|Share of profits of equity accounted joint ventures               |  |      | (54,257  | ) |                                                           |  | (40,927  | )                                                         | 
|Net finance (income)/cost                                         |  |      | 5,180    |   |                                                           |  | (1,931   | )                                                         | 
|Unwind of discount on provisions for environmental rehabilitation |  |      | 1,315    |   |                                                           |  | 867      |                                                           | 
|Depreciation and amortization                                     |  |      | 130,638  |   |                                                           |  | 117,991  |                                                           | 
|Share-based payments                                              |  |      | 26,282   |   |                                                           |  | 21,150   |                                                           | 
|                                                                  |  |      |          |   |                                                           |  |          |                                                           | 
|Non-cash adjustment on royalties                                  |  |      | 8,284    |   |                                                           |  | -        |                                                           | 
|                                                                  |  |      | 519,903  |   |                                                           |  | 644,986  |                                                           | 
|Effects of changes in operating working capital items             |  |      |          |   |                                                           |  |          |                                                           | 
|Receivables                                                       |  |      | (62,738  | ) |                                                           |  | (120,737 | )                                                         | 
|Inventories and ore stockpiles                                    |  |      | (49,816  | ) |                                                           |  | (81,602  | )                                                         | 
|Trade and other payables                                          |  |      | 65,572   |   |                                                           |  | 18,507   |                                                           | 
|Cash generated from operations before interest and tax            |  |      | 472,921  |   |                                                           |  | 461,154  |                                                           | 
|Interest received                                                 |  |      | 1,242    |   |                                                           |  | 2,048    |                                                           | 
|Interest paid                                                     |  |      | (6,422   | ) |                                                           |  | (117     | )                                                         | 
|Dividends received from equity accounted joint ventures           |  |      | 18,974   |   |                                                           |  | 72,326   |                                                           | 
|Income tax paid                                                   |  |      | (22,249  | ) |                                                           |  | (11,182  | )                                                         | 
|Net cash generated from operating activities                      |  |      | 464,466  |   |                                                           |  | 524,229  |                                                           | 
|CASH FLOW FROM INVESTING ACTIVITIES                               |  |      |          |   |                                                           |  |          |                                                           | 
|Additions to property, plant and equipment                        |  |      | (303,099 | ) |                                                           |  | (272,207 | )                                                         | 
|Decrease in available-for-sale insurance
    asset                |  |      | -        |   |                                                           |  | 920      |                                                           | 
|Funds invested in equity accounted joint ventures                 |  |      | (424,906 | ) |                                                           |  | (298,283 | )                                                         | 
|Loans repaid by equity accounted joint ventures                   |  |      | -        |   |                                                           |  | 3,472    |                                                           | 
|Net cash used in investing activities                             |  |      | (728,005 | ) |                                                           |  | (566,098 | )                                                         | 
|CASH FLOW FROM FINANCING ACTIVITIES                               |  |      |          |   |                                                           |  |          |                                                           | 
|Proceeds from issue of ordinary shares                            |  |      | 1,184    |   |                                                           |  | 14,077   |                                                           | 
|                                                                  |  |      |          |   |                                                           |  |          |                                                           | 
|Dividends paid to company’s shareholders                          |  |      | (46,137  | ) |                                                           |  | (36,737  | )                                                         | 
|Dividends paid to non-controlling interests                       |  |      | (27,225  | ) |                                                           |  | (24,823  | )                                                         | 
|NET CASH USED BY FINANCING ACTIVITIES                             |  |      | (72,178  | ) |                                                           |  | (47,483  | )                                                         | 
|NET DECREASE IN
    CASH AND CASH EQUIVALENTS                     |  |      | (335,717 | ) |                                                           |  | (89,352  | )                                                         | 
|CASH AND EQUIVALENTS
    AT BEGINNING OF YEAR                     |  |      | 373,868  |   |                                                           |  | 463,220  |                                                           | 
|CASH AND CASH EQUIVALENTS AT END OF YEAR                          |  |      | 38,151   |   |                                                           |  | 373,868  |                                                           | 



|+ | Following
    the introduction and adoption of IFRS 11 Joint arrangements, the group changed its accounting policy on joint ventures from
    January 1, 2013 with prior periods restated accordingly (refer to pages F-8 to  F-12 for further
    details).
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                             
|* | Non-cash
    items include changes in rehabilitation provision estimates of US$4.7 million (2012: US$16.9 million; 2011: US$10.1
    million), as well as non-cash capital expenditure accruals of US$5.1 million (2012: US$ nil; 2011: US$nil).            
|  |                                                                                                                                                                                                                                                             
|  | The effective interest rate on cash and cash equivalents was 0.54% (2012: 0.41%; 2011: 0.23%).  These funds have an average maturity of less than 90 days.                                                                                                  



F-6


Table of Contents




RANDGOLD RESOURCES LIMITED



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED DECEMBER 31, 2013



| | 1. | NATURE OF OPERATIONS
| | -- | --------------------



The
company and its subsidiaries together with its joint ventures (the group) carry out exploration and gold mining activities. Currently
there are three operating mines in Mali, West Africa: the Morila gold mine (equity accounted joint venture), which started production
in October 2000, the Loulo gold mine (subsidiary), which commenced production in November 2005 and the Gounkoto mine (subsidiary),
which began production in June 2011. The group also operates a mine in Cote d’Ivoire, Tongon (subsidiary),
which started production in December 2010. The group also holds an effective interest of 45% in the Kibali gold mine (equity accounted
joint venture) in the Democratic Republic of Congo (DRC). Production commenced at Kibali in October 2013. The group has
a portfolio of exploration projects in West and Central Africa.



The
interests of the group in its operating mines are held through Société des Mines de Morila SA (Morila) which owns
the Morila mine, Société des Mines de Loulo SA (Somilo) which owns the Loulo mine, Société des Mines
de Tongon SA (Tongon) which owns the Tongon mine, Société des Mines de Gounkoto SA (Gounkoto) which owns the Gounkoto
mine and Kibali Goldmines (Kibali) SPRL, which owns the Kibali mine. Randgold holds an effective 40% interest in Morila, following
the sale to AngloGold Ashanti Limited on July 3, 2000 of one-half of Randgold’s subsidiary, Morila Limited. Management of
Morila Limited, the 80% shareholder of Morila SA, is effected through a joint venture committee, with Randgold and AngloGold Ashanti
each appointing one-half of the members of the committee. Randgold holds an effective 80% interest in Somilo and Gounkoto. The
remaining 20% interest is held by the State of Mali. Randgold holds an effective 89% interest in Tongon, 10% is held by the State
of Cote d’Ivoire while the remaining 1% is held by a local Ivorian company. Randgold is the operator of the Morila, Loulo,
Gounkoto, Tongon and Kibali mines. Randgold acquired its effective interest in Kibali following the acquisition by the company
of a joint venture interest in Moto Goldmines Limited (Moto) in 2009, in conjunction with AngloGold Ashanti. Société
Minière de Kilo-Moto SARL (SOKIMO) holds the remaining 10% in Kibali. The group has various exploration programs
ranging from substantial to early stage in the DRC, Mali, Senegal and Cote d’Ivoire.



| | 2. | SIGNIFICANT ACCOUNTING POLICIES
| | -- | -------------------------------



The
principal accounting policies applied in the preparation of these consolidated and company financial statements are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated.



Basis of preparation



The
consolidated financial statements of Randgold Resources Limited and its subsidiaries and joint ventures have been prepared in
accordance with International Financial Reporting Standards and Interpretations (collectively (IFRS)) issued by the International
Accounting Standards Board (IASB) and in accordance with Article 105 of the Companies
(Jersey) Law of 1991. IFRS 11 is effective for 2013 under IFRS as issued by the IASB. The group has adopted IFRS 11 from
January 1, 2013 in accordance with the rules on application set out by the IASB. The new standard has been applied retrospectively. The consolidated financial statements have been
prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, and various
financial assets. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise its judgment in the process of applying the company’s accounting policies.
The areas involving a high degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated
financial statements are disclosed in note 3. After reviewing the group’s and the company’s budget for the
next financial year, and other longer term plans, the directors are satisfied, at the time of approving the financial statements,
it is appropriate to adopt the going concern basis in preparing the financial statements. The directors have no reason to believe
that the group and the company will not be a going concern in the foreseeable future based on forecasts and available cash
resources and available facilities. The viability of the group is supported by the financial statements.



F-7


Table of Contents




New standards and interpretations applied



The
IASB has issued the following new standards, amendments to published standards and interpretations to existing standards with
effective dates on or prior to January 1, 2013 which have been adopted by the group for the first time this year.



|        |  |                                                                     |  | IFRS as issuedby IASB                  |  |                 |                                        
|------- |  | ------------------------------------------------------------------- |  | -------------------------------------- |  | --------------- | ---------------------------------------
|        |  |                                                                     |  | Effective periodcommencing on or after |  | Impact on group
|IAS 1   |  | Amendment – presentation of items of other comprehensive income     |  | July 1, 2012                           |  |                 | No material impact, disclosures amended
|IFRS 10 |  | Consolidated financial statements                                   |  | January 1, 2013                        |  |                 | No material impact                     
|IFRS 11 |  | Joint arrangements                                                  |  | January 1, 2013                        |  |                 | Yes                                    
|IFRS 12 |  | Disclosure of interests in other entities                           |  | January 1, 2013                        |  |                 | No material impact, disclosures amended
|IFRS 13 |  | Fair value measurement                                              |  | January 1, 2013                        |  |                 | No material impact                     
|IFRS 7  |  | Disclosures – offsetting financial assets and financial liabilities |  | January 1, 2013                        |  |                 | No material impact, disclosures amended
|IAS 27  |  | Amendment – separate financial statements                           |  | January 1, 2013                        |  |                 | No material impact                     
|IAS 28  |  | Amendment – investments in associates and joint ventures            |  | January 1, 2013                        |  |                 | No material impact                     
|IFRS 1  |  | Amendment – government loans                                        |  | January 1, 2013                        |  |                 | No material impact                     
|IAS 19  |  | Amendment – employee benefits                                       |  | January 1, 2013                        |  |                 | No material impact                     
|        |  | Annual improvements to IFRSs (2009–2011 cycle)                      |  | January 1, 2013                        |  |                 | No material impact                     



IFRS 11 Joint arrangements



The
group changed its accounting policy on joint ventures from January 1, 2013 following the introduction of IFRS 11 Joint arrangements
which applies to the current period. The new standard is applicable under IFRS as issued by the IASB from January 1, 2013.
The joint venture agreements and structures for Kibali and
Morila, together with the asset leasing joint ventures (KAS 1 Limited and RAL 1 Limited) provide the group with interests in the
net assets of those companies, rather than interests in underlying assets and obligations. Accordingly, under IFRS 11, the group’s
share of joint ventures have been accounted for using the equity method rather than proportionately consolidated, from the beginning
of the earliest period presented. Comparatives
have been restated accordingly using IFRS 11 transition rules.



F-8


Table of Contents






The
group’s share of its joint ventures has been disclosed as a single line item as ‘total investments in joint ventures’
on the consolidated statement of financial position, measured at the aggregate of the carrying amounts of the assets and liabilities
that had previously been proportionately consolidated (shown on each line of the statement of financial position) at January 1, 2011, excluding minorities, together with the group’s subsequent share of profits
and losses of the joint ventures, its share of other comprehensive income and expense, additional investment and loans less joint
venture dividends. The group’s share of profits and other comprehensive income and expense of the joint ventures are accounted
for in the statement of comprehensive income as ’share of profits of equity accounted joint ventures’ and ’share
of other comprehensive income of equity accounted joint ventures’. In the consolidated cash flow statement, the group’s
cash flows from the joint ventures have been disclosed separately.



The
nature of the adjustments involved equity accounting for our share in Kibali gold mine at an effective 45%, whereas
previously it was 50% proportionately consolidated, including 5% non-controlling interest. The impact on the primary statements
is shown below.



The
adjustments include presenting the primary financial statements as if we have always been equity accounting our share in our
joint ventures and associates from the start of the earliest period presented with key changes
summarized as follows:



| | · | On
                                         the statement of comprehensive income, the key changes relate to accounting for our attributable
                                         share in the profits and losses of the equity accounted joint ventures being shown
                                         in a single line item ’share of profits of equity accounted joint ventures’
                                         which represents the post-tax profits and losses of the joint ventures;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Other
                                         income now includes 100% of management fees charged to equity accounted joint ventures
                                         with the group’s share of the cost included in ’share of profits of equity
                                         accounted joint ventures’;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The
                                         group’s share of the equity accounted joint ventures’ income and expenditure
                                         has been removed from the individual line items;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Changes
                                         on the statement of financial position relate to the group’s share of its equity
                                         accounted joint ventures’ net assets being accounted for in a single line ‘total
                                         investments in joint ventures’;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The
                                         group’s share of the equity accounted joint ventures’ assets and liabilities
                                         have been removed from the individual line items; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Changes
                                         on the cash flow statement include disclosing dividends received from equity accounted
                                         joint ventures in a separate line under operating activities, as well
as disclosing additional invested funds in separate lines under investing activities. Other loans advanced and repaid (where applicable)
are recognized within investing activities.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-9


Table of Contents




The
effects of the change in accounting policies on the consolidated statement of financial position consolidated comprehensive
income and the consolidated cash flows of the group at December 31, 2012 in accordance with the transition provision of
IFRS 11 are summarized below.



Consolidated statement of comprehensive
income(impact of accounting policy change)





|US$000                                                               |  | 12 months ended 
    Dec. 31, 2012  (as previously  reported) |           |   | 12 months ended 
    Dec. 31, 2012  (as per new  accounting  policy) |  |           | Adjustment | 
|-------------------------------------------------------------------- |  | ------------------------------------------------------------- | --------- | - | -------------------------------------------------------------------- |  | --------- | ---------- | 
|Revenues                                                             |  |                                                               |           |   |                                                                      |  |           |            | 
|Gold sales on spot                                                   |  |                                                               | 1,317,830 |   |                                                                      |  | 1,183,127 |            | 
|Total revenues                                                       |  |                                                               | 1,317,830 |   |                                                                      |  | 1,183,127 |            | 
|Other income                                                         |  |                                                               | 10,755    |   |                                                                      |  | 12,555    |            | 
|Total income                                                         |  |                                                               | 1,328,585 |   |                                                                      |  | 1,195,682 |            | 
|Cost and expenses                                                    |  |                                                               |           |   |                                                                      |  |           |            | 
|Mine production costs                                                |  |                                                               | 460,322   |   |                                                                      |  | 438,331   |            | 
|Movement in production inventory and ore stockpiles                  |  |                                                               | (31,970   | ) |                                                                      |  | (43,716   | )          | 
|Depreciation and amortization                                        |  |                                                               | 131,741   |   |                                                                      |  | 117,991   |            | 
|Other mining and processing costs                                    |  |                                                               | 84,182    |   |                                                                      |  | 75,770    |            | 
|Mining and processing costs                                          |  |                                                               | 644,275   |   |                                                                      |  | 588,376   |            | 
|Transport and refining costs                                         |  |                                                               | 2,988     |   |                                                                      |  | 2,718     |            | 
|Royalties                                                            |  |                                                               | 67,802    |   |                                                                      |  | 59,710    |            | 
|Exploration and corporate expenditure                                |  |                                                               | 40,641    |   |                                                                      |  | 39,033    |            | 
|Other expenses                                                       |  |                                                               | 5,437     |   |                                                                      |  | -         |            | 
|Total costs                                                          |  |                                                               | 761,143   |   |                                                                      |  | 689,837   |            | 
|                                                                     |  |                                                               |           |   |                                                                      |  |           |            | 
|Finance income                                                       |  |                                                               | 2,050     |   |                                                                      |  | 2,048     |            | 
|Finance costs                                                        |  |                                                               | (1,200    | ) |                                                                      |  | (984      | )          | 
|                                                                     |  |                                                               |           |   |                                                                      |  |           |            | 
|Finance income – net                                                 |  |                                                               | 850       |   |                                                                      |  | 1,064     |            | 
|Share of profits of equity accounted joint ventures                  |  |                                                               | -         |   |                                                                      |  | 40,927    |            | 
|Profit before income tax                                             |  |                                                               | 568,292   |   |                                                                      |  | 547,836   |            | 
|Income tax expense                                                   |  |                                                               | (57,510   | ) |                                                                      |  | (37,054   | )          | 
|Profit for the period                                                |  |                                                               | 510,782   |   |                                                                      |  | 510,782   |            | 
|Other comprehensive income                                           |  |                                                               |           |   |                                                                      |  |           |            | 
|Gain/(loss) on available-for-sale financial assets                   |  |                                                               | (3,101    | ) |                                                                      |  | (2,919    | )          | 
|Share of equity accounted joint ventures other comprehensive expense |  |                                                               | -         |   |                                                                      |  | (182      | )          | 
|Total other comprehensive expense                                    |  |                                                               | (3,101    | ) |                                                                      |  | (3,101    | )          | 
|Total comprehensive income                                           |  |                                                               | 507,681   |   |                                                                      |  | 507,681   |            | 
|Profit attributable to:                                              |  |                                                               |           |   |                                                                      |  |           |            | 
|Owners of the parent                                                 |  |                                                               | 431,801   |   |                                                                      |  | 431,801   |            | 
|Non-controlling interests                                            |  |                                                               | 78,981    |   |                                                                      |  | 78,981    |            | 
|                                                                     |  |                                                               | 510,782   |   |                                                                      |  | 510,782   |            | 
|Total comprehensive income attributable to:                          |  |                                                               |           |   |                                                                      |  |           |            | 
|Owners of the parent                                                 |  |                                                               | 428,700   |   |                                                                      |  | 428,700   |            | 
|Non-controlling interests                                            |  |                                                               | 78,981    |   |                                                                      |  | 78,981    |            | 
|                                                                     |  |                                                               | 507,681   |   |                                                                      |  | 507,681   |            | 
|Basic earnings per share (US$)                                       |  |                                                               | 4.70      |   |                                                                      |  | 4.70      |            | 
|Diluted earnings per share (US$)                                     |  |                                                               | 4.65      |   |                                                                      |  | 4.65      |            | 
|Average shares in issue (000)                                        |  |                                                               | 91,911    |   |                                                                      |  | 91,911    |            | 







F-10


Table of Contents




Consolidated statement of financial
position(impact of accounting policy change)



|US$000                                        |  | At 
    Dec. 31, 2012  (as previously  reported) |           |   | At 
    Dec. 31, 2012  (as per new  accounting  policy) |  |           | Adjustment | 
|--------------------------------------------- |  | ------------------------------------------------ | --------- | - | ------------------------------------------------------- |  | --------- | ---------- | 
|Assets                                        |  |                                                  |           |   |                                                         |  |           |            | 
|Non-current assets                            |  |                                                  |           |   |                                                         |  |           |            | 
|Property, plant and equipment                 |  |                                                  | 1,742,148 |   |                                                         |  | 1,294,865 |            | 
|Cost                                          |  |                                                  | 2,111,437 |   |                                                         |  | 1,592,781 |            | 
|Accumulated depreciation and amortizations    |  |                                                  | (369,289  | ) |                                                         |  | (297,916  | )          | 
|Deferred tax                                  |  |                                                  | 2,678     |   |                                                         |  | 1,970     |            | 
|Investment in equity accounted joint ventures |  |                                                  | -         |   |                                                         |  | 816,500   |            | 
|Other investments in joint ventures           |  |                                                  | -         |   |                                                         |  | 43,947    |            | 
|Total investments in joint ventures           |  |                                                  | -         |   |                                                         |  | 860,447   |            | 
|Trade and other receivables                   |  |                                                  | 7,969     |   |                                                         |  | -         |            | 
|Mineral properties                            |  |                                                  | 406,000   |   |                                                         |  | -         |            | 
|Total non-current assets                      |  |                                                  | 2,158,795 |   |                                                         |  | 2,157,282 |            | 
|Current assets                                |  |                                                  |           |   |                                                         |  |           |            | 
|Inventories and ore stockpiles                |  |                                                  | 292,299   |   |                                                         |  | 272,609   |            | 
|Trade and other receivables                   |  |                                                  | 285,286   |   |                                                         |  | 202,129   |            | 
|Cash and cash equivalents                     |  |                                                  | 387,288   |   |                                                         |  | 373,868   |            | 
|Available-for-sale financial assets           |  |                                                  | 3,476     |   |                                                         |  | 3,003     |            | 
|Total current assets                          |  |                                                  | 968,349   |   |                                                         |  | 851,609   |            | 
|Total assets                                  |  |                                                  | 3,127,144 |   |                                                         |  | 3,008,891 |            | 
|Equity attributable to owners of the parent   |  |                                                  | 2,619,014 |   |                                                         |  | 2,619,014 |            | 
|Non-controlling interests                     |  |                                                  | 166,108   |   |                                                         |  | 158,673   |            | 
|Total equity                                  |  |                                                  | 2,785,122 |   |                                                         |  | 2,777,687 |            | 
|Non-current liabilities                       |  |                                                  |           |   |                                                         |  |           |            | 
|Loans from minority shareholders              |  |                                                  | 3,249     |   |                                                         |  | 3,249     |            | 
|Deferred tax                                  |  |                                                  | 29,355    |   |                                                         |  | 29,355    |            | 
|Long term borrowings                          |  |                                                  | 13,296    |   |                                                         |  | -         |            | 
|Provision for rehabilitation                  |  |                                                  | 60,041    |   |                                                         |  | 52,575    |            | 
|Total non-current liabilities                 |  |                                                  | 105,941   |   |                                                         |  | 85,179    |            | 
|Current liabilities                           |  |                                                  |           |   |                                                         |  |           |            | 
|Trade and other payables                      |  |                                                  | 215,761   |   |                                                         |  | 133,441   |            | 
|Current tax payable                           |  |                                                  | 18,842    |   |                                                         |  | 12,584    |            | 
|Short term portion of long term borrowing     |  |                                                  | 1,478     |   |                                                         |  | -         |            | 
|Total current liabilities                     |  |                                                  | 236,081   |   |                                                         |  | 146,025   |            | 
|Total equity and liabilities                  |  |                                                  | 3,127,144 |   |                                                         |  | 3,008,891 |            | 



F-11


Table of Contents




Consolidated cash flow statement(impact of accounting policy change)



|US$000                                                  |  | 12 months ended 
    Dec. 31, 2012  (as previously  reported) |          |   | 12 months ended 
    Dec. 31, 2012  (as per new  accounting  policy) |  |          | Adjustment | 
|------------------------------------------------------- |  | ------------------------------------------------------------- | -------- | - | -------------------------------------------------------------------- |  | -------- | ---------- | 
|Profit after tax                                        |  |                                                               | 510,782  |   |                                                                      |  | 510,782  |            | 
|Income tax expense                                      |  |                                                               | 57,510   |   |                                                                      |  | 37,054   |            | 
|Profit before income tax                                |  |                                                               | 568,292  |   |                                                                      |  | 547,836  |            | 
|Share of profits of equity accounted joint ventures     |  |                                                               | -        |   |                                                                      |  | (40,927  | )          | 
|Adjustment for non-cash items                           |  |                                                               | 153,362  |   |                                                                      |  | 140,008  |            | 
|Effects of change in operating working capital items    |  |                                                               | (192,123 | ) |                                                                      |  | (183,832 | )          | 
|Receivables                                             |  |                                                               | (177,439 | ) |                                                                      |  | (120,737 | )          | 
|Inventories and ore stockpiles                          |  |                                                               | (73,349  | ) |                                                                      |  | (81,602  | )          | 
|Trade and other payables                                |  |                                                               | 58,665   |   |                                                                      |  | 18,507   |            | 
|Dividends received from equity accounted joint ventures |  |                                                               | -        |   |                                                                      |  | 72,326   |            | 
|Income tax paid                                         |  |                                                               | (35,818  | ) |                                                                      |  | (11,182  | )          | 
|Net cash generated from operating activities            |  |                                                               | 493,713  |   |                                                                      |  | 524,229  |            | 
|Additions to property, plant and equipment              |  |                                                               | (562,280 | ) |                                                                      |  | (272,207 | )          | 
|Decrease in available-for-sale insurance assets         |  |                                                               | 920      |   |                                                                      |  | 920      |            | 
|Funds invested in equity accounted joint ventures       |  |                                                               | -        |   |                                                                      |  | (298,283 | )          | 
|Loans repaid by equity accounted joint ventures         |  |                                                               | -        |   |                                                                      |  | 3,472    |            | 
|Net cash used by investing activities                   |  |                                                               | (561,360 | ) |                                                                      |  | (566,098 | )          | 
|Proceeds from issue of ordinary shares                  |  |                                                               | 14,077   |   |                                                                      |  | 14,077   |            | 
|Increase/(decrease) in long term loans                  |  |                                                               | 14,774   |   |                                                                      |  | -        |            | 
|Dividends paid to company’s shareholders                |  |                                                               | (36,737  | ) |                                                                      |  | (36,737  | )          | 
|Dividends paid to non-controlling interests             |  |                                                               | (24,823  | ) |                                                                      |  | (24,823  | )          | 
|Net cash used by financing activities                   |  |                                                               | (32,709  | ) |                                                                      |  | (47,483  | )          | 
|Net decrease in cash and cash equivalents               |  |                                                               | (100,356 | ) |                                                                      |  | (89,352  | )          | 
|Cash and cash equivalents at beginning of period        |  |                                                               | 487,644  |   |                                                                      |  | 463,220  |            | 
|Cash and cash equivalents at end of period              |  |                                                               | 387,288  |   |                                                                      |  | 373,868  |            | 



IFRS 12 Disclosure of interests in other entities



The
new accounting standard is applicable under IFRS as issued by the IASB from January 1, 2013. IFRS
12 includes the disclosure requirements for all forms of interests in other entities, including subsidiaries, joint arrangements,
associates and unconsolidated structured entities.



The
standard requires the disclosure of information that helps users to assess the nature and financial effects of the group’s
relationship with other entities, including assisting users to: understand the judgments and assumptions made by the group when
deciding how to classify its involvement with its subsidiaries and joint ventures; understand the interest that non-controlling
interests have in consolidated entities; and assess the nature of the risks associated with interests in other entities.



F-12


Table of Contents




| | · | The
                                         group has provided the relevant disclosures in Notes 1 and 10 associated with the assessment of joint venture relationships and relationships
                                         with investees.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



IFRS 7 Disclosure - offsetting financial assets and financial
liabilities



The
amendment to IFRS 7 introduces disclosures in respect of the effect of offsetting associated with the group’s recognized
financial assets and recognized financial liabilities. Refer to Notes 7 and 17 for details of the offsetting.



Standards effective in future periods



Certain
new standards, amendments and interpretations to existing standards have been published that are relevant to the group’s
activities and are mandatory for the group’s accounting periods beginning after January 1, 2013 or later periods and which
the group has decided not to adopt early.



|           |  |                                                           |  | Effective periodcommencing on or after
|---------- |  | --------------------------------------------------------- |  | --------------------------------------
|IAS 32     |  | Offsetting financial assets
    and financial liabilities |  | January 1, 2014                       
|IFRS
    9 |  | Financial
    instruments                                 |  | No effective date                     

| |  | 
| |  | 



The
group is currently assessing the impact of these standards on the financial statements. The amendment to offsetting financial
assets and financial liabilities provides that rights to offsets financial assets and financial liabilities must continue in normal
business, default or insolvency events.



Consolidation



The
consolidated financial information includes the financial statements of the company, its subsidiaries and the company’s
equity accounted joint ventures using uniform accounting policies for like transactions and other events in similar circumstances.



Subsidiaries



Subsidiaries
are entities over which the group has the power to govern the financial and operating policies of an entity so as to obtain benefits
from the activities and the ability to use its power over the investee to affect the amounts of the group’s returns and
generally accompanying an interest of more than one-half of the voting rights. Subsidiaries are fully consolidated from the date
on which control is transferred to the group. They are deconsolidated from the date that control ceases. The purchase method of
accounting is used to account for the acquisition of subsidiaries by the group. The cost of an acquisition is measured at the
fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Acquisition
costs are expensed. Identifiable assets acquired (including mineral property interests) and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent
of any non-controlling interest. The excess of the cost of acquisition over the fair value of the group’s share of the identifiable
net assets acquired is recorded as goodwill or other identifiable intangible



F-13


Table of Contents




assets.
If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized
directly in the statement of comprehensive income.



Inter-company
transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also
eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries
have been changed where necessary to ensure consistency with the policies adopted by the group.



Joint ventures



IFRS
11 sets out new rules for accounting for joint arrangements. Under these new rules, a distinction is made between joint operations
and joint ventures. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement (the
joint operators) have rights to the assets and obligations for the liabilities relating to the arrangement. The rights to the
assets and the obligations for the liabilities are recognized in the consolidated financial statements. In a joint venture, on
the other hand, the parties that have joint control of the arrangement (the joint venturers) have a right to the net assets of
the arrangement. This right is accounted for in the consolidated financial statements using the equity method. Joint control is
considered to exist when there is contractual joint control; control being the power to govern the financial and operating policies
of an entity so as to obtain benefits from the activities and the ability to use its power over the investee to affect the amounts
of the group’s returns by the joint venturers.



The
group changed its accounting policy on joint ventures from January 1, 2013 following the introduction of IFRS 11 Joint arrangements
which applies to the current period as set out on pages F-8 to F-12 of this Annual Report.



Dividends
received are classified as operating cash flows in the consolidated cash flow statement.



Acquisitions



Except
for initial recognition under IFRS 11 transition rules, further investments in additional joint ventures are initially recognized
at cost. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities
incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Goodwill on associated companies
and joint ventures represents the excess of the cost of acquisition of the associate or joint venture over the group’s share
of the fair value of the identifiable net assets of the associate or joint venture and is included in the carrying amount of the
investments.



Equity method of accounting



In
applying the equity method of accounting, the group’s share of its associated companies and joint ventures’ post-acquisition
profits or losses are recognized in profit or loss and its share of post-acquisition other comprehensive income is recognized
in other comprehensive income. These post-acquisition movements and distributions received from the associated and joint venture
companies are adjusted against the carrying amount of the investments. When the group’s share of losses in an associated
or joint venture company equals or exceeds its interest in the associated or joint venture company, including any other unsecured



F-14


Table of Contents




non-current
receivables, the group does not recognize further losses, unless it has obligations to make or has made payments on behalf of
the associated or joint venture company. Unrealized gains on transactions between the group and its associated and joint venture
companies are eliminated to the extent of the group’s interest in the associated and joint venture companies. Unrealized
losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Trading receivables
and payables with joint ventures are classified within trade and other receivables and payables. The accounting policies of associated
and joint venture companies have been changed where necessary to ensure consistency with the accounting policies adopted by the
group.



Investment in subsidiaries and joint ventures



Investment
in subsidiaries and joint ventures are stated at cost less any provisions for impairment in the financial statements of the company.
Dividends are accounted for when the company becomes entitled to receive them. On the disposal of an investment, the difference
between the net disposal proceeds and the carrying amount is charged or credited to the statement of comprehensive income.



Segmental reporting



An
operating segment is a group of assets and operations engaged in performing mining or advanced exploration that are subject to
risks and returns that are different from those of other segments. Other parts of the business are aggregated and treated as part
of a ‘corporate and exploration’ segment. The group provides segmental information using the same categories of information
the group’s chief operating decision maker utilizes. The group’s chief operating decision maker is considered by management
to be the board of directors.



The
group has only one business segment, that of gold mining. Segment analysis is based on individual mining operations and exploration
projects that have a significant amount of capitalized expenditure or other fixed assets.



Foreign currency translation



Functional and presentation currency



Items
included in the financial statements of each of the group’s entities are measured using the currency of the primary economic
environment in which the entity operates (the functional currency). The consolidated financial statements are presented in US
dollars, which is also the functional currency of the company and its significant subsidiaries.



Transactions and balances



Foreign
currency transactions are translated into the relevant functional currency using the exchange rates prevailing at the date of
the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation
at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement
of comprehensive income in other income and other expenses.



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Group companies



The
results and financial position of material group entities (none of which has the currency of a hyperinflationary economy)
that have a functional currency different from the presentational currency are translated into the presentation currency as follows:



| | · | assets
                                         and liabilities for each statement of financial position presented are translated at
                                         the closing rate at the date of that statement of financial position;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | income
                                         and expenses for each statement of comprehensive income are translated at average exchange
                                         rates (unless this average is not a reasonable approximation of the cumulative effect
                                         of the rates prevailing on the transaction dates, in which case income and expenses are
                                         translated at the rate on the dates of the transactions); and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | all
                                         resulting exchange differences are recognized in other comprehensive income. There were
                                         no exchange differences on translation of subsidiaries recognized in 2011, 2012 or 2013.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Property, plant and equipment



Undeveloped properties



Undeveloped
properties upon which the group has not performed sufficient exploration work to determine whether significant mineralization
exists are carried at original acquisition cost. Where the directors consider that there is little likelihood of the properties
being exploited, or the value of the exploitable rights has diminished below cost, an impairment is recorded.



Long-lived assets and mine development costs



Long-lived
assets including development costs and mine plant facilities (such as processing plants, tailings facilities, raw water dams and
power stations) are initially recorded at cost. Development of orebodies includes the development costs of shaft systems and waste
rock removal that allows access to reserves that are economically recoverable in the future. Costs associated with underground
development are capitalized when the works provide access to the ore body, whereas costs associated with ore extraction from operating
ore body sections are treated as operating costs.



Where
relevant the estimated cost of dismantling the asset and remediating the site is included in the cost of property, plant and equipment,
subsequently they are measured at cost less accumulated amortization and impairment.



Development
costs consist primarily of direct expenditure incurred to establish or expand productive capacity and are capitalized until commercial
levels of production are achieved (refer to ‛commercial production’ below), after which the costs are amortized.



Costs
are capitalized provided that the project is deemed to be commercially, technically and economically viable. Such viability is
deemed to be achieved when the group is confident that the project will provide a satisfactory return relative to its perceived
risks and is sufficiently certain
of economic production. Costs which are necessarily incurred while commissioning new assets, in the period before they are capable
of operating in the manner intended by management, are capitalized under “Longlived assets and mine development costs”.
Development costs incurred after the commencement of production are capitalized to the extent they are expected to give rise to
a future economic benefit.



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Commercial production



The
group assesses the stage of each mine construction project to determine when a mine moves into the production stage. The criteria
used to assess the start date are determined by the unique nature of each mine construction project and include factors such as
the complexity of a plant and its location. The group considers various relevant criteria to assess when the mine is substantially
complete and ready for its intended use and moves into the production stage. Some of the criteria would include but are not limited
to the following:



| | · | the
                                         level of capital expenditure compared to construction cost estimates;
| | - | ------------------------------------------------------------------------------------------------------------------



| | · | completion
                                         of a reasonable period of testing of the mine plant and equipment;
| | - | ----------------------------------------------------------------------------------------------------------------------



| | · | the
                                         ability to produce gold in saleable form; and
| | - | ------------------------------------------------------------------------------------------



| | · | the
                                         ability to sustain commercial levels of gold production.
| | - | -----------------------------------------------------------------------------------------------------



When
a mine construction project moves into the production stage, the capitalization of certain mine construction costs ceases and
subsequent costs are either regarded as inventory or expensed, except for capitalizable costs related to subsequent mining asset
additions or improvements, open cast stripping, underground mine development or ore reserve development.



Development expenditure approval



Development
activities commence after project sanctioning by the appropriate level of management. Judgment is applied by management in determining
when a project has reached a stage at which economically recoverable reserves exist such that development may be sanctioned. In
exercising this judgment, management is required to make certain estimates and assumptions similar to those described below for
capitalized exploration and evaluation expenditure. Any such estimates and assumptions may change as new information becomes available.
If, after having started the development activity, a judgment is made that a development asset is impaired, the appropriate amount
will be written off to the income statement.



Stripping costs



In
surface mining operations, the group may find it necessary to remove waste materials (‘overburden’) to gain access
to mineral ore deposits. This waste removal activity is known as ’stripping’. There are two benefits accruing to the
group from stripping activity: usable ore that can be used to produce inventory and improved access to further quantities of material
that will be mined in future periods as stripping costs within property, plant and equipment. Stripping costs are measured internally
and capitalized until the point where the overburden has been removed
and access to the ore commences. Economic ore extracted during this period and subsequently is accounted for as inventory. The
group componentizes each of its mines into geographically distinct ore body sections to which the stripping activities being undertaken
within that component are allocated. The group depreciates the deferred costs capitalized as stripping assets on a unit of production
method, with reference the ex-pit ore production from the relevant ore body section.



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Short-lived assets



Short-lived
assets including non-mining assets are shown at cost less accumulated depreciation and impairment.



Depreciation and amortization



Long-lived
assets include mining properties, such as freehold land, metallurgical plant, tailings and raw water dams, power plant and mine
infrastructure, as well as mine development costs and are depreciated on a units of production basis.



Depreciation
and amortization are charged over the life of the mine (or over the remaining useful life of the asset, if shorter) based on estimated
ore tonnes contained in proven and probable reserves to be extracted using the relevant asset, to reduce the cost to estimated
residual values. As an example, underground assets are depreciated over underground proven and probable reserves and tonnes milled
from those ore bodies. No future capital expenditure is included in the depreciable value. Proven and probable ore reserves reflect
estimated quantities of economically recoverable reserves, which can be recovered in the future from known mineral deposits. Only
proven and probable reserves are used in the tonnes milled units of production depreciation calculation. Any changes to the expected
life of the mine (or asset) are applied prospectively in calculating depreciation and amortization charges. Short-lived assets
which include motor vehicles, office equipment and computer equipment are depreciated over estimated useful lives of between two
to five years but limited to the remaining mine life. Residual values and useful lives are reviewed, and adjusted if appropriate,
at each statement of financial position date. Changes to the estimated residual values or useful lives are accounted for prospectively.



Impairment



The
carrying amount of the property, plant and equipment and investments in joint ventures of the group is compared to the recoverable
amount of the assets whenever events or changes in circumstances indicate that the net book value may not be recoverable. The
recoverable amount is the higher of value in use and the fair value less cost to sell. In assessing the value in use, the expected
future cash flows from the assets is determined by applying a discount rate to the anticipated risk adjusted future cash flows.
The discount rate used is the group’s weighted average cost of capital adjusted for asset-specific factors when applicable.
Only proven and probable reserves are used in the calculations and the models use the approved mine plans and exclude capital
expenditure which enhance the assets or extracted ore tonnes outside of such approved mine plans. An impairment is recognized
in the statement of comprehensive income to the extent that the carrying amount exceeds the assets’ recoverable
amount. The revised carrying amounts are amortized in line with group accounting policies.



F-18


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A
previously recognized impairment loss is reversed if the recoverable amount increases as a result of a reversal of the conditions
that originally resulted in the impairment. This reversal is recognized in the statement of comprehensive income and is limited
to the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized in prior years.
Assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units) for purposes
of assessing impairment. The estimates of future discounted cash flows are subject to risks and uncertainties including the future
gold price. It is therefore reasonably possible that changes could occur which may affect the recoverability of property, plant
and equipment, and investments in joint ventures.



Inventories



Inventories
include ore stockpiles, gold in process and dóre, and supplies and spares and are stated at the lower of cost or net realizable
value. The cost of ore stockpiles and gold produced is determined principally by the weighted average cost method using related
production costs. Cost of stockpiles include costs incurred up to the point of stockpiling, such as mining and grade control costs,
but exclude future costs of production.



Costs
of gold inventories include all costs incurred up until production of an ounce of gold such as milling costs, mining costs and
directly attributable mine general and administration costs but exclude transport costs, refining costs and royalties. Net realizable
value is determined with reference to estimated contained gold and market gold prices. Ore extracted is allocated to separate
stockpiles based on estimated grade, with grades below defined cut-off levels treated as waste and expensed. Morila used a selective
mining process and thus is currently processing low grade stockpiles which represents mineralized waste with no accounting
carrying value. Full grade ore stockpile is above 1.4g/t and marginal ore is defined as ore below 1.4g/t but greater than 1.0g/t.
At Loulo, full grade open pit stockpile material is above 1.2g/t for Loulo 3 and Gara, while Yalea is above 0.7g/t. No Yalea or
Gara underground material is on stockpile currently since all ore mined is fed. At Gounkoto, the full grade ore stockpile is above
1.67g/t and marginal ore above 1.26g/t. Ore is classified into full grade ore above 1.71g/t, marginal ore above 1g/t and
mineralized waste between 0.7g/t and 1.0g/t. At Tongon, full grade ore stockpile is above 1.4g/t and marginal ore above 0.9g/t.
At Kibali full grade ore stockpile is above 0.64g/t and no marginal ore is stockpiled while mining oxide material.



The
processing of ore in stockpiles occurs in accordance with the life of mine processing plan that has been optimized based on the
known mineral reserves, current plant capacity and mine design. Ore tonnes contained in the stockpile which exceeds the annual
tonnes to be milled as per the mine plan in the following year, are classified as non-current in the statement of financial position.



Stores
and materials consist of consumable stores and are valued at weighted average cost after appropriate impairment of redundant and
slow moving items. Consumable stock for which the group has substantially all the risks and rewards of ownership are entered
into the statement of financial position as current assets.



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Table of Contents




Interest/borrowing costs



Interest
is recognized on a time proportion basis, taking into account the principal outstanding and the effective rate over the period
to maturity. Borrowing cost is expensed as incurred except to the extent that it relates directly to the construction of property,
plant and equipment during the time that is required to complete and prepare the asset for its intended use, when it is capitalized
as part of property, plant and equipment. Borrowing cost is capitalized as part of the cost of the asset where it is probable
that the asset will result in economic benefit and where the borrowing cost can be measured reliably. No interest or borrowing
costs have been capitalized during the year.



Royalties



Royalty
arrangements based on mineral production are in place at each operating mine. The primary type of royalty is a net smelter return
royalty. Under this type of royalty the group pays the host country’s government an amount calculated as the royalty
percentage multiplied by the value of gold production at market gold prices less selling costs. Royalty expense is recorded when
revenue from the sale of gold is recognized.



Financial instruments



Financial
instruments are measured as set out below. Financial instruments carried on the statement of financial position include cash and
cash equivalents, trade and other receivables, trade and other payables, available for sale financial assets, loans to and from
subsidiaries and joint ventures and loans to minorities.



Cash and cash equivalents



Cash
and cash equivalents are carried in the statement of financial position at cost. For the purpose of the cash flow statement, cash
and cash equivalents comprise cash on hand, deposits held at call with banks, other short-term highly liquid investments
with a maturity of three months or less at the date of purchase and bank overdrafts. In the statement of financial position, bank
overdrafts are included in borrowings in current liabilities. Deposits which do not meet these criteria are classified separately
as restricted cash.



Trade and other receivables



Trade
and other receivables are recognized initially at fair value. There is a rebuttable presumption that the transaction price is
fair value unless this could be refuted by reference to market indicators. Subsequently, trade and other receivables are measured
at amortized cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables
is established when there is objective evidence that the group will not be able to collect all amounts due according to the original
terms of receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial
reorganization, and default or delinquency in payments are considered indicators that the trade receivable may be impaired. The
amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future
cash flows, discounted at the effective interest
rate. The amount of the provision is recognized in mining and processing costs in the statement of comprehensive income.



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Available-for-sale
financial assets



Available-for-sale
financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories.
Available-for-sale financial assets are designated on acquisition. They are normally included in current assets and are carried
at fair value. Where a decline in the fair value of an available-for-sale financial asset constitutes objective evidence of impairment,
the amount of the loss is recognized in the statement of comprehensive income within other expenses, other movements in fair value
are recognized in other reserves within equity.



Borrowings (including loans from subsidiaries, joint ventures
and minorities)



Borrowings
are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost;
any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the statement of comprehensive
income over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities
unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the statement of
financial position date.



Trade and other payables



Accounts
payable and other short term monetary liabilities, are initially recognized at fair value and subsequently carried at amortized
cost using the effective interest method.



Rehabilitation costs



The
net present value of estimated future rehabilitation costs is provided for in the financial statements and capitalized within
property, plant and equipment on initial recognition. Rehabilitation will generally occur on closure or after closure of a mine.
Initial recognition is at the time of the disturbance occurring and thereafter as and when additional disturbances take place.
The estimates are reviewed annually to take into account the effects of inflation and changes in estimated risk adjusted rehabilitation
works cost and are discounted using rates that reflect the time value of money. Annual increases in the provision due to the unwinding
of the discount are recognized in the statement of comprehensive income as a finance cost. The present value of additional disturbances
and changes in the estimate of the rehabilitation liability are recorded to mining assets against an increase/decrease in the
rehabilitation provision. The rehabilitation asset is amortized as noted previously. Rehabilitation projects undertaken, included
in the estimates, are charged to the provision as incurred. Environmental liabilities, other than rehabilitation costs, which
relate to liabilities arising from specific events, are expensed when they are known, probable and may be reasonably estimated.



Provisions



Provisions
are recognized when the group has a present legal or constructive obligation as a result of past events where it is probable that
an outflow of resources embodying economic benefits
will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.



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Current tax



Current
tax is the tax expected to be payable on the taxable income for the year calculated using rates (and laws) that have been enacted
or substantively enacted by the statement of financial position date. It includes adjustments for tax expected to be payable or
recoverable in respect of previous periods.



Deferred taxation



Deferred
tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated financial statements. However, if the temporary difference arises from initial
recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss, it is not recognized. Deferred tax is determined using tax rates (and laws) that
have been enacted or substantively enacted by the statement of financial position date and are expected to apply when the temporary
differences reverses. Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be
available against which the temporary differences can be utilized. Deferred tax is provided on temporary differences arising on
investments in subsidiaries and joint ventures, except where the timing of the reversal of the temporary difference is controlled
by the group and it is probable that the temporary difference will not reverse in the foreseeable future.



Accounting for Gounkoto non-controlling interest priority
dividends



Under
the statutory requirements of the 1999 Malian Mining Code (the ‘Code’), the State of Mali is entitled to advanced
payment of dividends. The advanced payment entitlement is calculated based on 10% of profits after certain deductions. The advanced
dividends paid are deducted from the ordinary dividends that the government receives under its 20% equity interest in Gounkoto.
Given this is a statutory obligation rather than a contractual obligation, a liability is recognized at each balance sheet date
based on 10% of the accrued profit measure. The liability is extinguished upon the subsequent payment of the advanced dividend.
An ‘Other receivables’ asset is recorded as the advanced dividend automatically entitles Gounkoto to reduce future
cash flows paid to the State of Mali and creates economic benefit. The carrying value of the asset is reviewed for impairment.
Ordinary dividends are recorded as a reduction in non-controlling interest once declared.



Contingent liabilities



The
group discloses contingent liabilities when possible obligations exist as a result of past events, unless the possible outflows
of economic benefits as a result of the past event of economic benefits as a result of the past event are considered remote. By
their nature, contingencies will often only be resolved when one or more future events occur or fail to occur. The assessment
of such contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events.
In certain circumstances, to provide transparency, the group
voluntarily elects to disclose information regarding claims for which any outflow of economic benefit is considered remote.



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Share capital



Ordinary
shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity
as a deduction from the proceeds.



Employee benefits



Pension obligations



The
group has defined contribution plans. A defined contribution plan is a pension plan under which the group pays fixed contributions
into a separate entity. The group has no legal or constructive obligations to pay further contributions if the fund does not hold
sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. For defined
contribution plans, the group pays contributions to publicly or privately administered provident funds on a mandatory, contractual
or voluntary basis. The group has no further payment obligations once the contributions have been paid. The contributions are
recognized as employee benefit expenses when they are due. Prepaid contributions are recognized as an asset to the extent that
a cash refund or a reduction in the future payments is available.



Termination benefits



Termination
benefits are payable when employment is terminated before the normal retirement date, or whenever an employee accepts voluntary
redundancy in exchange for these benefits. The group recognizes termination benefits when it is demonstrably committed to either:
terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing
termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months
after statement of financial position date are discounted to present value.



Profit-sharing and bonus plans



The
group recognizes a liability and an expense for bonuses. The group recognizes a provision where contractually obliged or where
there is a past practice that has created a constructive obligation.



Share-based payments



The
fair value of the employee services received in exchange for the grant of options, restricted shares, performance shares or participation
in the group’s Co-Investment Plan is recognized as an expense. The total amount to be expensed over the vesting period is
determined by reference to the fair value of the options or shares awards determined at the grant date:



F-23


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| | · | awards
                                         including any market performance conditions (for example, the correlation used between
                                         the Euromoney Global Gold Index (formerly the HSBC Global Gold Index) and the company
                                         TSR); and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | excluding
                                         the impact of any service and non-market performance vesting conditions (for example,
                                         profitability, reserve growth targets and remaining an employee of the entity over a
                                         specified time period).
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Non-market
vesting conditions are included in assumptions about the number of options that are expected to become exercisable or the number
of shares that the employee will ultimately receive. This estimate is revised at each statement of financial position date and
the difference is charged or credited to the statement of comprehensive income, with a corresponding adjustment to equity. Market
performance conditions are included in the fair value assumptions on the grant date with no subsequent adjustment. The proceeds
received on exercise of the options net of any directly attributable transaction costs are credited to equity. When the options
are exercised, the company issues new shares. The proceeds received net of any directly attributable transaction costs are credited
to share capital (nominal value) and share premium when the options are exercised. Transfers are made between other reserves and
share premium when options are exercised and shares vest for the cumulative share based expense.



Leases



Determining
whether an arrangement is, or contains, a lease is based on the substance of the arrangement and requires an assessment of whether
fulfillment of the arrangement is dependent on the use of a specific asset or assets and whether the arrangement conveys a right
to use the asset. Leases of plant and equipment where the group assumes a significant portion of risks and rewards of ownership
are classified as a finance lease. Finance leases are capitalized at the estimated present value of the underlying lease payments.
Each lease payment is allocated between the liability and the finance charges to achieve a constant rate on the finance balance
outstanding. The interest portion of the finance payment is charged to the statement of comprehensive income over the lease period.
The plant and equipment acquired under the finance lease are depreciated over the useful lives of the assets, or over the lease
term if shorter.



Leases
in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases.
Payments made under operating leases are charged to the statement of comprehensive income on a straight-line basis over the period
of the lease.



Revenue recognition



The
company enters into contracts for the sale of gold. Revenue arising from gold sales under these contracts is recognized when
the price is determinable, the product has been delivered in accordance with the terms of the contract, the significant risks
and rewards of ownership have been transferred to the customer and collection of the sales price is reasonably assured. These
criteria are met when the gold leaves the mines’ smelt houses. As sales from gold contracts are subject to customer
survey adjustment, sales are initially recorded on a provisional basis using the group’s best estimate of the contained
metal. Subsequent adjustments are recorded
in revenue to take into account final assay and weight certificates from the refinery, if different from the initial certificates.
The differences between the estimated and actual contained gold have historically not been significant.



F-24


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Exploration and evaluation costs



The
group expenses all exploration and evaluation expenditures until the directors conclude that a future economic benefit is more
likely than not of being realized, i.e. ‘probable’. While the criteria for concluding that an expenditure should be
capitalized is always probable, the information that the directors use to make that determination depends on the level of exploration.



Exploration
and evaluation expenditure on brownfield sites, being those adjacent to mineral deposits which are already being mined or developed,
is expensed as incurred until the directors are able to demonstrate that future economic benefits are probable through the completion
of a prefeasibility study, after which the expenditure is capitalized as a mine development cost. A ‘prefeasibility study’
consists of a comprehensive study of the viability of a mineral project that has advanced to a stage where the mining method,
in the case of underground mining, or the pit configuration, in the case of an open pit, has been established, and which, if an
effective method of mineral processing has been determined, includes a financial analysis based on reasonable assumptions of technical,
engineering, operating economic factors and the evaluation of other relevant factors. The prefeasibility study, when combined
with existing knowledge of the mineral property that is adjacent to mineral deposits that are already being mined or developed,
allow the directors to conclude that it is more likely than not that the group will obtain future economic benefit from the expenditures.



Exploration
and evaluation expenditure on greenfield sites, being those where the group does not have any mineral deposits which are already
being mined or developed, is expensed until such time as the directors have sufficient information to determine that future economic
benefits are probable, after which the expenditure is capitalized as a mine development cost. The information required by directors
is typically a final feasibility study; however a prefeasibility study may be deemed to be sufficient where the additional
work required to prepare a final feasibility study is not significant or the work done at prefeasibility level clearly demonstrates
an economic asset. Exploration and evaluation expenditure relating to extensions of mineral deposits which are already being mined
or developed, including expenditure on the definition of mineralization of such mineral deposits, is capitalized as a mine development
cost following the completion of an economic evaluation equivalent to a prefeasibility study. This economic evaluation is distinguished
from a prefeasibility study in that some of the information that would normally be determined in a prefeasibility study is instead
obtained from the existing mine or development. This information when combined with existing knowledge of the mineral property
already being mined or developed allow the directors to conclude that more likely than not the group will obtain future economic
benefit from the expenditures. Costs relating to property acquisitions are capitalized within development costs.



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Dividend distribution



Dividend
distribution to the company’s shareholders is recognized as a liability in the group’s financial statements in the
period in which the dividends are approved by the board of directors and declared to shareholders.



Earnings per share



Earnings
per share are computed by dividing net income by the weighted average number of ordinary shares in issue during the year.



Diluted earnings per share



Diluted
earnings per share are presented when the inclusion of potential ordinary shares has a dilutive effect on earnings per share.



| | 3. | Key accounting estimates and judgments
| | -- | --------------------------------------



Some
of the accounting policies require the application of significant judgment by management in selecting the appropriate assumptions
for calculating financial estimates or determining the appropriate accounting treatment for a transaction.



By
their nature, these judgments are subject to an inherent degree of uncertainty and are based on historical experience, terms of
existing contracts, management’s view on trends in the gold mining industry and information from outside sources. The estimates
and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are discussed below.



TVA



Included
in trade and other receivables are taxation debtor receivables of US$125.7 million (US$76.7 million current and US$49.0 million
non-current), consisting primarily of recoverable value added tax (TVA) balances owing by the fiscal authorities in Mali. A further
US$36.4 million (at 45% attributable share) is included in the underlying statement of financial position of the Kibali joint
venture. In Mali the TVA owing is being offset against other tax owing to the State, in accordance with the legal right of offset
under the relevant mining conventions.



Profit
forecasts for the mine, using approved budgets and mine plans, supports recovery of the balance through such offsetting by 2015,
although the recovery and timing is subject to estimates of factors such as gold price and production. We are also continuing
to engage with authorities in Mali to accelerate the repayment of the outstanding TVA balances. The group continues to seek recovery
of TVA in the DRC, in line with its mining convention. Judgment exists in assessing recovery of these receivables.



Corporation tax claims



The
group is in receipt of claims for various taxes from the State of Mali totaling US$123.1 million, in respect of the Loulo SA,
Gounkoto SA and Morila SA (40% joint venture interest)
mines, together with Kankou Moussa SARL, its Malian gold sales operation. Having taken professional advice, the group considers
the claim to be wholly without merit or foundation and is strongly defending its position, including following the appropriate
legal process for disputes within Mali. Loulo, Gounkoto and Morila have legally binding mining conventions which guarantee fiscal
stability, govern the taxes applicable to the companies and allow for international arbitration in the event a dispute cannot
be resolved in the country. Management continues to engage with the Malian authorities at the highest level to resolve this issue.
During the third quarter, Loulo submitted a request for arbitration at the International Court of the Settlement of Investment
Disputes against the State of Mali in relation to certain of the disputed tax claims. The appointment of arbitrators has been
finalized and the first procedural hearing took place during February 2014. Whilst we consider the claims to be wholly without
merit, given the ongoing disputes and arbitration, judgment was applied in assessing any potential liabilities to be remote. Accordingly,
no provision has been made for the material claims.



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Carrying values of property, plant and equipment and joint
venture investments



The
group assesses at each reporting period whether there is any indication that these assets may be impaired. If such indication
exists, the group estimates the recoverable amount of the asset. The recoverable amount is assessed by reference to the higher
of ‘value in use’ (being the net present value of expected future cash flows of the relevant cash generating unit)
and ‘fair value less cost to sell’. The estimates used for impairment reviews are based on detailed approved mine
plans and operating plans. Future cash flows are based on estimates of:



| | · | the
                                         quantities of the proven and probable reserves, being those reserves for which there
                                         is a high degree of confidence in economic extraction;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | future
                                         production levels;
| | - | ------------------------------------------------------------------



| | · | future
                                         commodity prices;
| | - | -----------------------------------------------------------------



| | · | future
                                         cash cost of production and capital expenditure associated with extraction of the proven
                                         and probable reserves in the approved mine plan;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | future
                                         gold prices – a gold price curve from a leading merchant bank was used for the
                                         impairment calculations starting at a $1,250 gold price; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | discount
                                         rate of 9.4% pre-tax.
| | - | -----------------------------------------------------------------------



The
impairment tests did not indicate impairment and head room existed at each mine. Given the significance of gold prices and the
longevity of mine plans, the directors consider gold price and discount rate sensitivities to be relevant. A reduction in forward
gold prices in excess of 13% would give rise to material impairment. The discount rate would need to increase by at least 54%
to 14.5% to give rise to impairment at the mine with the greatest discount rate sensitivity. However, having considered
such scenarios, the directors remain satisfied that no impairment is appropriate. The models are considered suitably conservative
with proven and probable reserves determined based on US$1,000/oz gold price as shown below.



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Capitalization and Depreciation



There
are several methods for calculating depreciation, i.e. the straight line method, the production method using ounces produced and
the production method using tonnes milled. The directors believe that the tonnes milled method is the best indication of plant
and infrastructure usage. Refer to Note 2 for the depreciation policy. Estimates are required regarding the allocation of assets
to relevant proven and probable reserves.



The
group applies judgment in allocating costs between operating and capital items in respect of underground mining. Costs are capitalized
when the activity provides access to future ore bodies and are expensed as operating costs when the works involve extraction of
ore from operational sections of the ore body.



Additionally,
judgment was required when determining the date at which commercial production was achieved and depreciation commenced at Kibali.
Similarly, given ongoing mine construction and development, judgment was required in allocating costs between operating costs,
ore stockpiles and ongoing capital works. Costs have been allocated based on the underlying activity and economic benefits.



Gold price assumptions for reserves determination



The
following gold prices were used in the mineral reserves optimization calculations:



|US$/oz.             |  | 2013 |       |  | 2012 |  |       | 2011 | 
|------------------- |  | ---- | ----- |  | ---- |  | ----- | ---- | 
|Morila              |  |      | 1,000 |  |      |  | 1,000 |      | 
|Loulo:  open pit    |  |      | 1,000 |  |      |  | 1,000 |      | 
|Loulo:  underground |  |      | 1,000 |  |      |  | 1,000 |      | 
|Tongon              |  |      | 1,000 |  |      |  | 1,000 |      | 
|Kibali              |  |      | 1,000 |  |      |  | 1,000 |      | 
|Massawa             |  |      | 1,000 |  |      |  | 1,000 |      | 
|Gounkoto            |  |      | 1,000 |  |      |  | 1,000 |      | 



Changes
in the gold price used could result in changes in the mineral reserve optimization calculations which impact Life of Mine plans.
Mine modeling is a complex process and hence it is not feasible to perform sensitivities on gold price assumptions in respect
of ore reserves.



Determination of ore reserves



The
group estimates its ore reserves and mineral resources based on information compiled by Competent Persons as defined in accordance
with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves of December 2004 (the JORC
code). Reserves determined in this way are used in the calculation of depreciation and amortization, as well as the assessment
of the carrying value of mining assets and timing of mine closure obligations. There are numerous uncertainties inherent in estimating
ore reserves and assumptions that are valid at the time of estimation may change significantly when new information becomes available.
Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status
of reserves and may, ultimately, result in the reserves being restated. For further information refer to “Exploration Review”
in the Annual Report on Form 20-F.



F-28


Table of Contents




Future rehabilitation obligations



The
net present value of current rehabilitation estimates have been discounted to their present value at 2.5% per annum (2012: 2.5%;
2011: 2.5%) being the prevailing risk free interest rates. Expenditure is expected to be incurred at the end of the respective
mine lives. The Morila rehabilitation estimate at December 31, 2013, which is held in the underlying statement of financial position
of the equity accounted joint venture, includes the impact of the approved tailings storage facility retreatment program, where
the retreated tailings and non-viable tailings will be deposited in the pit. For further information, including the carrying amounts
of the liabilities, refer to Note 14. A 1% change in the discount rate on the group’s rehabilitation estimates would result
in an impact of $7.1 million (2012: $6.6 million; 2011: $4.2 million) on the provision for environmental rehabilitation, and an
impact of $0.5 million (2012: $0.4 million; 2011: $0.4 million) on the statement of comprehensive income.



Stockpiles, gold in process and product inventories



Costs
that are incurred in or benefit the productive process are accumulated as stockpiles, gold in process and product inventories.
Net realizable value tests are performed at least annually and represent the estimated future sales value of the product
based on contained gold and metals prices, less estimated costs to complete production and bring the product to sale.



Stockpile
quantities are measured by estimating the number of tonnes added and removed from the stockpile, the number of contained gold
ounces based on assay data, and the estimated recovery percentage based on the expected processing method. Stockpile tonnages
are verified by periodic surveys.



Post production open cast mine stripping



The
group capitalizes costs associated with stripping activity to expose the ore body within mining assets. The group
subsequently depreciates the asset as that section of the ore body is mined. This requires judgment as to the eligible costs and
the relevant section of the orebody for depreciation.



Exploration and evaluation expenditure



The
group has to apply judgment in determining whether exploration and evaluation expenditure should be capitalized or expensed. Management
exercises this judgment based on the results of economic evaluations, prefeasibility or feasibility studies. Costs are capitalized
where those studies conclude that more likely than not the group will obtain future economic benefit from the expenditures.



Share-based payments



Refer
to Note 15 for the key assumptions used in determining the value of share-based payments.



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Table of Contents




| | 4. | Income Taxes
| | -- | ------------



|US$000                                                                                                                                                           |  | Note |    |  | Year ended
    Dec. 31, 2013 |  |         | Year ended
    Dec. 31, 2012 (Restated) |  |  | Year ended
    Dec. 31, 2011 (Restated) |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -- |  | ---------------------------- |  | ------- | --------------------------------------- |  |  | --------------------------------------- | -
|Current taxation                                                                                                                                                 |  |      |    |  |                              |  | 76,935  |                                         |  |  | 31,039                                  |  
|Deferred taxation                                                                                                                                                |  |      | 11 |  |                              |  | (221    | )                                       |  |  | 6,015                                   |  
|                                                                                                                                                                 |  |      |    |  |                              |  |         |                                         |  |  |                                         |  
|                                                                                                                                                                 |  |      |    |  |                              |  | 76,714  |                                         |  |  | 37,054                                  |  
|                                                                                                                                                                 |  |      |    |  |                              |  |         |                                         |  |  |                                         |  
|The tax on the group’s profit before tax differs from the theoretical amount that would arise using the statutory tax rate applicable to the group’s operations. |  |      |    |  |                              |  |         |                                         |  |  |                                         |  
|                                                                                                                                                                 |  |      |    |  |                              |  |         |                                         |  |  |                                         |  
|Profit before tax                                                                                                                                                |  |      |    |  |                              |  | 402,461 |                                         |  |  | 547,836                                 |  
|Tax calculated at effective tax rate of 30% (2012: 30% 2011: 35%)                                                                                                |  |      |    |  |                              |  | 120,738 |                                         |  |  | 164,351                                 |  
|Reconciling items:                                                                                                                                               |  |      |    |  |                              |  |         |                                         |  |  |                                         |  
|Income taxed at 0%                                                                                                                                               |  |      |    |  |                              |  | (54,309 | )                                       |  |  | (67,632                                 | )
|Expenses deductible at 0%                                                                                                                                        |  |      |    |  |                              |  | 35,634  |                                         |  |  | 62,133                                  |  
|Mali tax holiday permanent differences                                                                                                                           |  |      |    |  |                              |  | (10,950 | )                                       |  |  | (73,658                                 | )
|Côte d’Ivoire tax holiday permanent differences                                                                                                                  |  |      |    |  |                              |  | (20,362 | )                                       |  |  | (36,849                                 | )
|Net capital allowances not deductible                                                                                                                            |  |      |    |  |                              |  | 5,803   |                                         |  |  | 1,344                                   |  
|Deferred stripping costs adjustment                                                                                                                              |  |      |    |  |                              |  | (5,815  | )                                       |  |  | 5,469                                   |  
|Share of equity accounted joint venture profits                                                                                                                  |  |      |    |  |                              |  | (7,444  | )                                       |  |  | (20,456                                 | )
|Other permanent differences                                                                                                                                      |  |      |    |  |                              |  | 13,419  |                                         |  |  | 2,352                                   |  
|                                                                                                                                                                 |  |      |    |  |                              |  |         |                                         |  |  |                                         |  
|Taxation charge                                                                                                                                                  |  |      |    |  |                              |  | 76,714  |                                         |  |  | 37,054                                  |  



The
company is subject to an income tax rate in Jersey at 0%. Loulo benefited from a five-year tax holiday in Mali until the tax exoneration
period expired on November 7, 2010. Tongon benefits from a five-year tax holiday in Cote d’Ivoire from the commencement
of production in December 2010. Gounkoto benefited from a two year tax holiday until the exoneration expired on June 1, 2013.
It has a potential further tax holiday, up to a maximum of five years in total, in the event of further capital investment,
such as an underground mine. The benefit of the tax holidays to the group was to increase its net profit by $31.3 million (2012:
$110.5 million; 2011: $116.9 million). Accordingly, had the group not benefited from the tax holidays in Mali and Cote d’Ivoire,
earnings per share would have been reduced by $0.34, $1.20 and $1.28 for the years ended December 31, 2013, 2012 and 2011 respectively.
Under Malian tax law, income tax is based on the greater of 30% of taxable income or 0.75% of gross revenue. Under Ivorian tax
law, income tax is based on the greater of 25% of taxable income or 0.5% of gross revenue. The Loulo, Gounkoto and Tongon operations
have no assessable capital expenditure carry forwards for assessable tax losses, at December 31, 2013, 2012 and 2011 respectively,
for deduction against future mining income. The group’s share as profits from equity accounted joint ventures is stated
net of US$7.4 million (2012: US$20.5 million; 2011: US$25.3 million) of current and deferred tax charges primarily in respect
of Morila and Kibali.



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Table of Contents




|5. |  | Share
capital and premium
|-- |  | -------------------------



The
total authorized number of ordinary shares is 120 million (2012: 120 million; 2011: 120 million) of US 5 cents (2012: US 5 cents;
2011: US 5 cents). All issued shares are fully paid. The total number of issued shares at December 31, 2013 was 92,245,531 shares
(2012: 92,061,153; 2011: 91,717,070).



Refer to the
statement of changes in equity on page F-4 for more detail on the annual movement of the number of ordinary shares, share
capital and share premium, including the movement arising from the issue of restricted shares and exercise of share options.



|6. |  | EarningS and Dividends per sharE
|-- |  | --------------------------------

|                                      |  | FOR THE YEAR ENDED DECEMBER 31, 2013 |        
|------------------------------------- |  | ------------------------------------ | -------
|                                      |  | Income (numerator) US$000            |        
|BASIC EARNINGS PER SHARE              |  |                                      |        
|Shares outstanding at January 1, 2013 |  |                                      |        
|Weighted number of shares issued      |  |                                      |        
|Income available to shareholders      |  |                                      | 278,382
|EFFECT OF DILUTIVE SECURITIES         |  |                                      |        
|Share options                         |  |                                      |        
|Restricted shares                     |  |                                      |        
|Diluted earnings per share            |  |                                      | 278,382



|                                      |  | FOR THE YEAR ENDED DECEMBER 31, 2012 |        
|------------------------------------- |  | ------------------------------------ | -------
|                                      |  | Income (numerator) US$000            |        
|BASIC EARNINGS PER SHARE              |  |                                      |        
|Shares outstanding at January 1, 2012 |  |                                      |        
|Weighted number of shares issued      |  |                                      |        
|Income available to shareholders      |  |                                      | 431,801
|EFFECT OF DILUTIVE SECURITIES         |  |                                      |        
|Share options                         |  |                                      |        
|Restricted shares                     |  |                                      |        
|Diluted earnings per share            |  |                                      | 431,801



|                                      |  | FOR THE YEAR ENDED DECEMBER 31, 2011 |        
|------------------------------------- |  | ------------------------------------ | -------
|                                      |  | Income
    (numerator)
    US$000    |        
|BASIC EARNINGS PER SHARE              |  |                                      |        
|Shares outstanding at January 1, 2011 |  |                                      |        
|Weighted number of shares issued      |  |                                      |        
|Income available to shareholders      |  |                                      | 383,860
|EFFECT OF DILUTIVE SECURITIES         |  |                                      |        
|Share options                         |  |                                      |        
|Restricted shares                     |  |                                      |        
|Diluted earnings per share            |  |                                      | 383,860



Refer to Note 15 for details on share options
and share awards issued to employees. US$46.1 million (US$0.50 per share) was paid as dividends in 2013 (2012: US$36.7 million/US$0.40
per share; 2011: US$18.2 million/US$0.20



F-31


Table of Contents




per share). On January 31, 2014,
the board of directors proposed an annual dividend of US$0.50 per share which, if approved, will result in an aggregate dividend
payment of US$46.1 million and is expected to be paid in May 2014. The proposed dividend in respect of 2013 is subject to shareholder
approval at the annual general meeting to be held on May 7, 2014. An optional scrip dividend has been proposed whereby shareholders
can elect to receive new ordinary shares in the company. 601,084 restricted share awards were also antidilutive at December 31,
2013 (2012: 463,441; 2011: 596,438). The total number of potentially issuable shares at December 31, 2013 was 1,680,652 (2012:
1,271,842; 2011: 1,597,913).



|7. |  | Trade and Other Receivables
|-- |  | ---------------------------



|US$000                            |  | Note |  | Dec. 31, 2013 |          |   | Dec. 31, 2012
    (Restated) | 
|--------------------------------- |  | ---- |  | ------------- | -------- | - | ---------------------------- | 
|                                  |  |      |  |               |          |   |                              | 
|Trade                             |  |      |  |               | 20,458   |   |                              | 
|Advances to contractors           |  |      |  |               | 17,782   |   |                              | 
|Taxation debtors                  |  | 7.1  |  |               | 131,029  |   |                              | 
|Prepayments and other receivables |  |      |  |               | 54,843   |   |                              | 
|Gounkoto advance dividend         |  | 7.2  |  |               | 10,965   |   |                              | 
|Total                             |  |      |  |               | 235,077  |   |                              | 
|Less:  current portion            |  |      |  |               | (186,054 | ) |                              | 
|Long term portion                 |  | 7.1  |  |               | 49,023   |   |                              | 



7.1 The taxation
debtors primarily relate to indirect taxes owing to the group by the State of Mali, including TVA balances at Loulo of US$115.6
million (2012: US$71.9 million) and Gounkoto of US$10.1 million (2012: US$10.3 million). The taxation debtor further includes
TVA balances at Tongon of US$4.2 million (2012: US$5.2 million), as well as refundable duties of US$1.1 million at Loulo (2012:
US$4.3 million). Non-current receivables consist of TVA balances at Loulo expected to be recovered through offsets of TVA with
future taxes payable in accordance with the legally binding mining convention after one year.



7.2 Refer to
Note 2 for details of the Gounkoto dividend.



The
classes within trade and other receivables do not contain impaired assets. The carrying values are considered to approximate fair
values.



The
credit quality of receivables that are not past due or impaired is considered high. The maximum exposure to credit risk at the
reporting date is the fair value of each class of receivable mentioned above. The group does not hold any collateral as security
although it has the legally binding right to offset TVA balances with other taxation payable in Mali, and exercises this right.
Refer to Note 17 for further information on the concentration of credit risk.



The
terms of payment of trade receivables is less than seven days, advances to contractors 30 days and taxation debtors is six months.



F-32


Table of Contents






|8. |  | Inventories and ore stockpiles
|-- |  | ------------------------------



|US$000                               |  | Dec. 31, 2013 |          |   | Dec. 31, 2012
    (Restated) | 
|------------------------------------ |  | ------------- | -------- | - | ---------------------------- | 
|Consumable stores                    |  |               | 132,490  |   |                              | 
|Stockpiles                           |  |               | 173,658  |   |                              | 
|Gold in process                      |  |               | 16,277   |   |                              | 
|Total inventories and ore stockpiles |  |               | 322,425  |   |                              | 
|Less:  current portion               |  |               | (180,415 | ) |                              | 
|Long-term portion                    |  |               | 142,010  |   |                              | 



All inventory
and ore stockpiles are stated at the lower of cost or net realizable value. Non-current ore stockpiles reflect ore tonnes not
planned to be processed within the next 12 months.



|9. |  | Property, PlanT and equipment
|-- |  | -----------------------------



|US$000                                                                                                               |  | Dec. 31, 2013 |           |  | Dec. 31, 2012
    (Restated) | 
|-------------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- |  | ---------------------------- | 
|                                                                                                                     |  |               |           |  |                              | 
|Property, plant and equipment 
Mine properties, mine development costs and  mine plant facilities and equipment cost |  |               |           |  |                              | 
|At the beginning of year                                                                                             |  |               | 1,592,781 |  |                              | 
|Additions                                                                                                            |  |               | 293,273   |  |                              | 
|                                                                                                                     |  |               | 1,886,054 |  |                              | 
|Accumulated depreciation and amortization                                                                            |  |               |           |  |                              | 
|At beginning of year                                                                                                 |  |               | 297,916   |  |                              | 
|Charge for the year                                                                                                  |  |               | 130,638   |  |                              | 
|                                                                                                                     |  |               | 428,554   |  |                              | 
|Net book value                                                                                                       |  |               | 1,457,500 |  |                              | 



Long-lived assets



Included
in property, plant and equipment are long-lived assets which are amortized on a units of production basis as detailed in note
2 and comprise the metallurgical plants, tailings and raw water dams, power plants and mine infrastructure. The net book value
of these assets was US$1,436.3 million at December 31 2013 (2012: US$1,257.9 million).



Short-lived assets



Included
in property, plant and equipment are short-lived assets which are amortized over their useful lives and are comprised of motor
vehicles and other equipment. The net book value of these assets was US$8.1 million at December 31, 2013 (2012: US$4.4 million).



Undeveloped property



Included
in property, plant and equipment are undeveloped property costs of US$2.2 million (2012: US$2.3 million).



Post production stripping



Property,
plant and equipment includes capitalized stripping costs, related to the production phase of opencast mining. The net book value
at December 31, 2013 was US$10.9 million (2012: US$30.3 million).



F-33


Table of Contents




|                                                                                                                         |  | Dec. 31,  2013 |  | Dec. 31, 2012
|------------------------------------------------------------------------------------------------------------------------ |  | -------------- |  | -------------
|The remaining maximum
    estimated useful lives in respect of proven and probable reserves for each mine is as follows: |  |                |  |              
|Loulo                                                                                                                    |  | 15 years       |  | 15 years     
|Gounkoto                                                                                                                 |  | 12 years       |  | 14 years     
|Tongon                                                                                                                   |  | 7 years        |  | 9 years      



|10. |  | Investments
                                         in joint ventures AND DETAILS OF MATERIAL NON-CONTROLLING INTERESTS
|--- |  | ------------------------------------------------------------------------------------------------------------------------



Material
non-controlling interests



Randgold
owns 80% of Société des Mines de Loulo SA and Société des Mines de Gounkoto SA through the intermediary
holding companies Randgold Resources (Somilo) Lt and Randgold Resources (Gounkoto) Limited respectively, with the State
of Mali owning 20%. Randgold owns 89%, of Société des Mines de Tongon SA through the intermediary holding
company Randgold Resources (Côte d’Ivoire) Limited, with the State of Cote d’Ivoire and another outside shareholder
owning 10% and 1% respectively. Randgold has funded these investments by means of shareholder loans including through Mining Investments
(Jersey) Limited, and therefore controls 100% of the cash flows from these mines until the shareholder loans are repaid.
These subsidiaries include material non-controlling interests. Details of the nature of the operations is provided in note 1,
details of the Gounkoto dividend on page F-4 of this annual report and Note 2, with summarized financial information
provided in Note 16. The cumulative non-controlling interest in Société des Mines de Loulo SA is US$81.4
million (2012: US$67.4 million) with its non-controlling interest share of profit of US$14.0 million, Société des
Mines de Gounkoto SA is US$57.0 million (2012: US$58.1 million) with its non-controlling interest share of profit of US$26.1 million
and Société des Mines de Tongon SA is US$41.8 million (2012: US$34.5 million) with its non-controlling interest
share of profit of US$7.3 million.





Joint
ventures



The
group changed its accounting policy on joint ventures from January 1, 2013 following the introduction of IFRS 11 Joint Arrangements
which applies to the current year. The joint venture agreements and structures for Kibali and Morila, together with the asset
leasing joint ventures (KAS 1 Limited and RAL 1 Limited) provide the group with interests in the net assets of those companies,
rather than interests in underlying assets and obligations. Accordingly, under IFRS 11, the group’s share of joint ventures
have been accounted for using the equity method rather than proportionately consolidated, from the beginning of the earliest period
presented.



The
following tables represent the group’s share of the assets and liabilities of the respective joint venture which are included
in the consolidated balance sheet and statement of comprehensive income within the total investments in joint ventures, share
of profits of equity accounted joint ventures and share of equity accounted joint ventures’ other comprehensive expenses.



A
summarized breakdown of the aggregate assets and liabilities of the group’s share of joint ventures which have been aggregated
into the single line ‘Investment in joint ventures’ balance at January 1, 2011 were as follows:



F-34


Table of Contents




|US$000                        |  | Group |        
|----------------------------- |  | ----- | -------
|Mineral properties            |  |       | 406,000
|Property, plant and equipment |  |       | 167,723
|Cash and cash equivalents     |  |       | 24,778 
|Inventories                   |  |       | 27,943 
|Trade and other receivables   |  |       | 12,362 
|Trade and other payables      |  |       | (41,589
|                              |  |       | 529,217



Investment in joint ventures



The movements
in total investments in joint ventures are as follows:



|US$000                                                  |  | Dec. 31, 2013 |           |   | Dec. 31, 2012 |  |         | Dec. 31, 2011 | 
|------------------------------------------------------- |  | ------------- | --------- | - | ------------- |  | ------- | ------------- | 
|Beginning of year                                       |  |               |           |   |               |  |         |               | 
|Investments in equity accounted joint ventures          |  |               | 816,500   |   |               |  | 549,798 |               | 
|Other investments in joint venture                      |  |               | 43,947    |   |               |  | 47,419  |               | 
|Total investments in joint ventures                     |  |               | 860,447   |   |               |  | 597,217 |               | 
|Funds invested in equity accounted joint ventures       |  |               | 424,905   |   |               |  | 298,283 |               | 
|Loans repaid by equity accounted joint ventures         |  |               | -         |   |               |  | (3,472  | )             | 
|Share of profits of equity accounted joint ventures     |  |               | 54,257    |   |               |  | 40,927  |               | 
|Dividends received                                      |  |               | (18,974   | ) |               |  | (72,326 | )             | 
|Share of other comprehensive expenses of joint ventures |  |               | (400      | ) |               |  | (182    | )             | 
|End of year                                             |  |               |           |   |               |  |         |               | 
|Investments in equity accounted joint ventures          |  |               | 1,267,776 |   |               |  | 816,500 |               | 
|Other investments in joint ventures                     |  |               | 52,459    |   |               |  | 43,947  |               | 
|Total investments in joint ventures                     |  |               | 1,320,235 |   |               |  | 860,447 |               | 



Kibali (Jersey) Limited



Set out below
is the summarized financial information for Kibali (Jersey) Limited which is accounted for using the equity method (amounts stated
at 100% before intercompany eliminations).



|US$000                                               |  | Dec. 31, 2013 |           |   | Dec. 31, 2012 | 
|---------------------------------------------------- |  | ------------- | --------- | - | ------------- | 
|Summarized statement of financial position           |  |               |           |   |               | 
|Current                                              |  |               |           |   |               | 
|Cash and cash equivalents                            |  |               | 4,681     |   |               | 
|Other current assets (excluding cash)                |  |               | 257,886   |   |               | 
|Total current assets                                 |  |               | 262,567   |   |               | 
|Financial liabilities (excluding trade payables)     |  |               | (5,600    | ) |               | 
|Other current liabilities (including trade payables) |  |               | (91,247   | ) |               | 
|Total current liabilities                            |  |               | (96,847   | ) |               | 
|Non-current                                          |  |               |           |   |               | 
|Assets                                               |  |               | 2,353,383 |   |               | 
|Financial liabilities                                |  |               | (53,430   | ) |               | 
|Other liabilities                                    |  |               | (8,210    | ) |               | 
|Total non-current liabilities                        |  |               | (61,640   | ) |               | 
|Net assets                                           |  |               | 2,457,463 |   |               | 



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|US$000                                                         |  | Dec. 31, 2013 |         |   | Dec. 31, 2012 |  |        | Dec. 31, 2011 | 
|-------------------------------------------------------------- |  | ------------- | ------- | - | ------------- |  | ------ | ------------- | 
|Summarized statement of comprehensive income                   |  |               |         |   |               |  |        |               | 
|Revenue                                                        |  |               | 109,229 |   |               |  | -      |               | 
|Depreciation and amortization                                  |  |               | (14,863 | ) |               |  | (2,223 | )             | 
|Interest income                                                |  |               | 3,966   |   |               |  | 1,448  |               | 
|Interest expense                                               |  |               | (1,252  | ) |               |  | (14    | )             | 
|Profit/(loss) before tax                                       |  |               | 52,828  |   |               |  | (3,756 | )             | 
|Income tax                                                     |  |               | 4,739   |   |               |  | -      |               | 
|Post-tax profit / (loss)                                       |  |               | 57,567  |   |               |  | (3,756 | )             | 
|Other comprehensive expense - loss on available for sale asset |  |               | (799    | ) |               |  | (364   | )             | 
|Total comprehensive income/(expense)                           |  |               | 56,768  |   |               |  | (4,120 | )             | 
|Dividends received from joint venture                          |  |               | -       |   |               |  | -      |               | 



The
segmental report in Note 16 presents information based on the group’s effective 45% interest in the underlying Kibali gold
mine as reported internally. As such, that differs to the 50% interest in the Kibali (Jersey) Limited group. Refer to the
audited financial statements of Kibali (Jersey) Limited in respect of December 31, 2013, 2012 and 2011 beginning on page F-58.



|US$000                                                                                                                                      |  | Dec. 31, 2013 |           |   | Dec. 31, 2012 | 
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- | - | ------------- | 
|Reconciliationof the  summarized financial information presented to the carrying amount of the group’s interest in the Kibali joint venture |  |               |           |   |               | 
|Opening net assets January 1                                                                                                                |  |               | 1,567,907 |   |               | 
|Profit/(loss) for the period                                                                                                                |  |               | 57,567    |   |               | 
|Other comprehensive expense                                                                                                                 |  |               | (799      | ) |               | 
|Dividends received                                                                                                                          |  |               | -         |   |               | 
|Funding advanced                                                                                                                            |  |               | 832,788   |   |               | 
|Closing net assets                                                                                                                          |  |               | 2,457,463 |   |               | 
|Interest in joint venture at 50%                                                                                                            |  |               | 1,228,732 |   |               | 
|Mineral property at acquisition                                                                                                             |  |               | 33,453    |   |               | 
|Adjustment to reflect attributable interest                                                                                                 |  |               | (4,042    | ) |               | 
|Carrying value                                                                                                                              |  |               | 1,258,143 |   |               | 



The
group’s effective interest in the underlying Kibali Goldmines SPRL is 45%. The group holds a 50% joint venture interest
in Kibali (Jersey) Limited with Anglo Gold Ashanti. Joint control is provided through shareholdings and the joint venture agreement.
Kibali (Jersey) Limited holds a 90% interest in Kibali Goldmines SPRL thereby giving the group an effective 45% in that mine.
Refer to Note 1 for details.



Morila



Set
out below is the summarized financial information for Société des Mines de Morila SA which is accounted for
using the equity method (amounts stated at 100% before intercompany eliminations).



|US$000                                               |  | Dec. 31, 2013 |         |   | Dec. 31, 2012 | 
|---------------------------------------------------- |  | ------------- | ------- | - | ------------- | 
|Summarized statement of financial position           |  |               |         |   |               | 
|Current                                              |  |               |         |   |               | 
|Cash and cash equivalents                            |  |               | 3,338   |   |               | 
|Other current assets (excluding cash)                |  |               | 95,027  |   |               | 
|Total current assets                                 |  |               | 98,365  |   |               | 
|Financial liabilities (excluding trade payables)     |  |               | -       |   |               | 
|Other current liabilities (including trade payables) |  |               | (94,992 | ) |               | 
|Total current liabilities                            |  |               | (94,992 | ) |               | 





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|US$000                        |  | Dec. 31, 2013 |         |   | Dec. 31, 2012 | 
|----------------------------- |  | ------------- | ------- | - | ------------- | 
|Non-current                   |  |               |         |   |               | 
|Assets                        |  |               | 31,345  |   |               | 
|Financial liabilities         |  |               | -       |   |               | 
|Other liabilities             |  |               | (10,635 | ) |               | 
|Total non-current liabilities |  |               | (10,635 | ) |               | 
|Net assets                    |  |               | 24,083  |   |               | 





|US$000                                       |  | Dec.
    31, 2013 |         | Dec.
    31, 2012 |  | Dec.
    31, 2011
|-------------------------------------------- |  | ----------------- | ------- | ----------------- |  | -----------------
|Summarized statement of comprehensive income |  |                   |         |                   |  |                  
|Revenue                                      |  |                   | 199,674 |                   |  |                  
|Depreciation and amortization                |  |                   | (10,328 | )                 |  |                  
|Interest income                              |  |                   | 3       |                   |  |                  
|Interest expense                             |  |                   | (543    | )                 |  |                  
|Profit before tax                            |  |                   | 79,803  |                   |  |                  
|Income tax                                   |  |                   | (23,940 | )                 |  |                  
|Post-tax profit                              |  |                   | 55,863  |                   |  |                  
|Other comprehensive income                   |  |                   | -       |                   |  |                  
|Total comprehensive income                   |  |                   | 55,863  |                   |  |                  
|Dividends received from joint venture        |  |                   | 45,000  |                   |  |                  



|US$000                                                                                                                                               |  | Dec. 31, 2013 |         |   | Dec. 31, 2012 | 
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ------------- | 
|Reconciliation 
    of the summarized financial information presented to the carrying amount of the group’s interest in the Morila joint
    venture |  |               |         |   |               | 
|Summarized financial
    information                                                                                                                 |  |               |         |   |               | 
|Opening net
    assets January 1                                                                                                                     |  |               | 13,220  |   |               | 
|Profit for the period                                                                                                                                |  |               | 55,863  |   |               | 
|Other comprehensive income                                                                                                                           |  |               | -       |   |               | 
|Dividends received                                                                                                                                   |  |               | (45,000 | ) |               | 
|Funding advanced                                                                                                                                     |  |               | -       |   |               | 
|Closing net assets                                                                                                                                   |  |               | 24,083  |   |               | 
|Interest in joint venture at 40%                                                                                                                     |  |               | 9,633   |   |               | 
|Carrying value                                                                                                                                       |  |               | 9,633   |   |               | 



Refer to Note
1 for the nature of operations, country of incorporation and the ownership interest in  Société des Mines de Morila SA. Joint control exists through
the joint venture agreement with AngloGold Ashanti.



RAL 1 Limited



Set
out below is the summarized financial information for RAL 1 Limited which is accounted for using the equity method (amounts
stated at 100% before intercompany eliminations).



|US$000                                               |  | Dec. 31, 2013 |          |   | Dec. 31, 2012 | 
|---------------------------------------------------- |  | ------------- | -------- | - | ------------- | 
|Summarized statement of financial position           |  |               |          |   |               | 
|Current                                              |  |               |          |   |               | 
|Cash and cash equivalents                            |  |               | 2,179    |   |               | 
|Other current assets (excluding cash)                |  |               | 9,026    |   |               | 
|Total current assets                                 |  |               | 11,205   |   |               | 
|Financial liabilities (excluding trade payables)     |  |               | -        |   |               | 
|Other current liabilities (including trade payables) |  |               | (10,219  | ) |               | 
|Total current liabilities                            |  |               | (10,219  | ) |               | 
|Non-current                                          |  |               |          |   |               | 
|Assets                                               |  |               | 107,384  |   |               | 
|Financial liabilities                                |  |               | (107,951 | ) |               | 
|Other liabilities                                    |  |               | -        |   |               | 
|Total non-current liabilities                        |  |               | (107,951 | ) |               | 
|Net assets                                           |  |               | 419      |   |               | 



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|US$000                                           |  | Dec.
    31, 2013 |         | Dec.
    31, 2012 |  | Dec.
    31, 2011
|------------------------------------------------ |  | ----------------- | ------- | ----------------- |  | -----------------
|Summarized statement of comprehensive
    income |  |                   |         |                   |  |                  
|Revenue                                          |  |                   | 25,166  |                   |  |                  
|Depreciation and amortization                    |  |                   | (16,952 | )                 |  |                  
|Interest income                                  |  |                   | 6       |                   |  |                  
|Interest expense                                 |  |                   | (4,713  | )                 |  |                  
|Profit before tax                                |  |                   | 1,462   |                   |  |                  
|Income tax                                       |  |                   | -       |                   |  |                  
|Post-tax profit                                  |  |                   | 1,462   |                   |  |                  
|Other comprehensive income                       |  |                   | -       |                   |  |                  
|Total comprehensive income                       |  |                   | 1,462   |                   |  |                  
|Dividends received from joint venture            |  |                   | 1,943   |                   |  |                  





|US$000                                                                                                                                         |  | Dec.
    31, 2013 |        | Dec.
    31, 2012
|---------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------ | -----------------
|Reconciliation of the summarized
    financial information presented to the carrying amount of the group’s interest in the RAL 1 joint venture |  |                   |        |                  
|Opening net assets January 1                                                                                                                   |  |                   | 900    |                  
|Profit for the period                                                                                                                          |  |                   | 1,462  |                  
|Other comprehensive income                                                                                                                     |  |                   | -      |                  
|Dividends received                                                                                                                             |  |                   | (1,943 | )                
|Funding advanced                                                                                                                               |  |                   | -      |                  
|Closing net assets                                                                                                                             |  |                   | 419    |                  
|Interest in joint venture at 50.1%                                                                                                             |  |                   | 210    |                  
|Funding classified as long term
    debt by joint venture recorded in ‘other investments in joint ventures’                                    |  |                   | 52,249 |                  
|Carrying value                                                                                                                                 |  |                   | 52,459 |                  



RAL 1 Limited
is an asset leasing joint venture in which the group has a 50.1% interest with DTP Terrassement being the joint venture partner.
The joint venture operates in Mali and Côte d’Ivoire and is incorporated in Jersey.



Note that the
KAS 1 Limited asset leasing joint venture in which the group has an effective 25.01% interest is included within the Kibali joint
venture as Kibali (Jersey) Limited is the joint venture partner with DTP Terrassement.



Refer to Note
19 for details of joint venture capital commitments.



|11. |  | Deferred Taxation
|--- |  | -----------------



|US$000                                                                                                                                                                                   |  | Note |  | Dec. 31,  2013 |        |   | Dec. 31, 2012(Restated) | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- |  | -------------- | ------ | - | ----------------------- | 
|Deferred tax is calculated on temporary differences under the liability method using a tax rate of 30% in respect of the Malian operations and 25% in respect of the Ivorian operations. |  |      |  |                |        |   |                         | 
|The movement on deferred taxation is as follows:                                                                                                                                         |  |      |  |                |        |   |                         | 
|At the beginning of the year                                                                                                                                                             |  |      |  |                | 27,385 |   |                         | 
|Statement of comprehensive income charge                                                                                                                                                 |  | 4    |  |                | (221   | ) |                         | 
|At the end of the year                                                                                                                                                                   |  |      |  |                | 27,164 |   |                         | 
|Deferred taxation assets and liabilities comprise the following:                                                                                                                         |  |      |  |                |        |   |                         | 
|Decelerated tax depreciation                                                                                                                                                             |  |      |  |                | 25,174 |   |                         | 
|Deferred stripping                                                                                                                                                                       |  |      |  |                | 3,284  |   |                         | 
|Deferred taxation liability                                                                                                                                                              |  |      |  |                | 28,458 |   |                         | 
|Accelerated tax depreciation                                                                                                                                                             |  |      |  |                | (1,294 | ) |                         | 
|Deferred taxation asset                                                                                                                                                                  |  |      |  |                | (1,294 | ) |                         | 
|Net deferred tax liability                                                                                                                                                               |  |      |  |                | 27,164 |   |                         | 



Temporary
differences which are expected to be realized during the Tongon and Gounkoto tax holidays are recognized at 0%. There is no deferred
tax on other comprehensive income items.
There are no unrecognized deferred tax liabilities in respect of undistributed profits.



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|12. |  | Available for sale financial assets
|--- |  | -----------------------------------



|US$000                                                       |  | Dec. 31, 2013 |        |   | Dec. 31, 2012
    (Restated) | 
|------------------------------------------------------------ |  | ------------- | ------ | - | ---------------------------- | 
|Beginning of year                                            |  |               | 3,003  |   |                              | 
|Disposals                                                    |  |               | -      |   |                              | 
|Fair value movement recognized in other comprehensive income |  |               | (1,173 | ) |                              | 
|Exchange differences                                         |  |               | 1      |   |                              | 
|At December 31                                               |  |               | 1,831  |   |                              | 



|13. |  | Trade and other payables
|--- |  | ------------------------



|US$000                         |  | Note |  | Dec. 31, 2013 |         |  | Dec. 31, 2012
    (Restated) | 
|------------------------------ |  | ---- |  | ------------- | ------- |  | ---------------------------- | 
|Trade payables                 |  |      |  |               | 84,563  |  |                              | 
|Payroll and other compensation |  |      |  |               | 12,112  |  |                              | 
|Accruals and other payables    |  |      |  |               | 66,805  |  |                              | 
|Gounkoto priority dividend     |  | 13.1 |  |               | 10,965  |  |                              | 
|                               |  |      |  |               | 174,445 |  |                              | 



| | 13.1 | Refer to Note 2 for the Gounkoto
dividends.
| | ---- | -------------------------------------------



|14. |  | Provision for environmental rehabilitation
|--- |  | ------------------------------------------



|US$000                |  | Dec. 31, 2013 |        |   | Dec. 31, 2012
    (Restated) | 
|--------------------- |  | ------------- | ------ | - | ---------------------------- | 
|Opening balance       |  |               | 52,575 |   |                              | 
|Unwinding of discount |  |               | 1,315  |   |                              | 
|Change in estimates   |  |               | (4,713 | ) |                              | 
|At December 31        |  |               | 49,177 |   |                              | 



As
at December 31, 2013, US$27.5 million of the provision relates to Loulo (December 31, 2012: US$29.6 million). US$16.2 million
(2012: US$16.0 million) of the provision relates to Tongon, while US$5.5 million relates to Gounkoto (2012: US$6.9 million). The
provisions for rehabilitation costs include estimates for the effect of inflation and changes in estimates and have been discounted
to their present value at 2.5% (2012: 2.5%) per annum, being an estimate equivalent to the risk-free rate determined with
reference to US government bonds with maturity dates comparable to the estimated rehabilitation of the mines. Limited environmental
rehabilitation regulations currently exist in Mali and Côte d’Ivoire to govern the mines, so the directors
have based the provisions for environmental rehabilitation on standards set by the World Bank, which require an environmental
management plan, an annual environmental report, a closure plan, an up-to-date register of plans of the facility, preservation
of public safety on closure, carrying out rehabilitation works and ensuring sufficient funds exist for the closure works. However,
it is reasonably possible that the group’s estimate of its ultimate rehabilitation liabilities could change as a result
of changes in regulations or cost estimates. The group is committed to rehabilitation of its properties. It makes use of independent
environmental consultants for advice and it also uses past experience in similar situations to ensure that the provisions for
rehabilitation are adequate. Current Life of Mine (LOM) plans envisage the expected outflow
to occur at the end of the LOM which is 2028 for Loulo, 2020 for Tongon and 2025 for Gounkoto.



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|15. |  | Employment
cost
|--- |  | ---------------



The
group contributes to several defined contribution provident funds. The provident funds are funded on the ‘money accumulative
basis’ with the members and company having been fixed in the constitutions of the funds. All the group’s employees,
other than those directly employed by West African subsidiary companies, are entitled to be covered by the abovementioned retirement
benefit plans. Retirement benefits for employees employed by West African subsidiary companies are provided by the state social
security system to which the company and employees contribute a fixed percentage of payroll costs each month.



|US$000                                      |  | Dec. 31, 2013 |        |  | Dec. 31, 2012
    (Restated) |  |        | Dec. 31, 2011
    (Restated) | 
|------------------------------------------- |  | ------------- | ------ |  | ---------------------------- |  | ------ | ---------------------------- | 
|Total employee benefit cost was as follows: |  |               |        |  |                              |  |        |                              | 
|Short term benefits                         |  |               | 46,070 |  |                              |  | 38,353 |                              | 
|Pension contributions                       |  |               | 5,577  |  |                              |  | 3,949  |                              | 
|Share-based payments                        |  |               | 26,282 |  |                              |  | 21,150 |                              | 
|Total                                       |  |               | 77,929 |  |                              |  | 63,452 |                              | 



Share-based payments



Share
options, restricted shares, performance shares and Co-Investment Plan share awards are granted to directors and employees in exchange
for services rendered. These are discussed below.



Share-based payments–share options



The
fair value of employee services received as consideration for share options (equity settled) of the company is calculated using
the Black-Scholes option pricing model. Options vest after two, three and four years and lapse after a maximum term of ten years.
No new options were granted during 2013, 2012 or 2011, therefore no inputs to the option model, etc. are provided for the current
year. A reconciliation of the movements in the options during 2011, 2012 and 2013 is provided below.



Share option scheme*

|                                           |  | Number
    of options outstanding |          | Weighted
    average US$ exercise price
|------------------------------------------ |  | --------------------------------- | -------- | ---------------------------------------
|BALANCE AT DECEMBER 31, 2011               |  |                                   | 555,214  |                                        
|Share options exercised during the period  |  |                                   | (219,250 | )                                      
|Share options granted during the period    |  |                                   | -        |                                        
|Share options lapsed during
    the period |  |                                   | (56,037  | )                                      
|BALANCE AT DECEMBER 31, 2012               |  |                                   | 279,927  |                                        
|Share options exercised during the period  |  |                                   | (23,750  | )                                      
|Share options granted during the period    |  |                                   | -        |                                        
|Share options lapsed during
    the period |  |                                   | (10,600  | )                                      
|BALANCE AT DECEMBER 31, 2013               |  |                                   | 245,577  |                                        



*No director currently participates
in the Randgold’s Share Option Scheme.

The
Randgold Resources Share Option scheme is not constrained by a fixed time period. The aggregate number of shares that may be determined
for the option scheme includes all options that have been exercised or are the subject of either terminated or expired options
after a 10-year period.





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Table of Contents




The
following table below summarizes the information about the options outstanding, including options that are not yet exercisable:



|Range of exercise price (US$) |  | Number of options
    outstanding |         |  | Weighted average
    remaining contractual life
    (years) |  |      | Weighted average
    exercise price
    (US$) | 
|----------------------------- |  | --------------------------------- | ------- |  | ----------------------------------------------------------- |  | ---- | --------------------------------------------- | 
|At December 31, 2013          |  |                                   |         |  |                                                             |  |      |                                               | 
|8.05 – 8.05                   |  |                                   | 75,000  |  |                                                             |  | 0.59 |                                               | 
|22.19 – 22.19                 |  |                                   | 89,577  |  |                                                             |  | 3.64 |                                               | 
|26.26 – 46.34                 |  |                                   | 50,000  |  |                                                             |  | 4.75 |                                               | 
|56.99 – 56.99                 |  |                                   | 31,000  |  |                                                             |  | 5.67 |                                               | 
|                              |  |                                   | 245,577 |  |                                                             |  | 3.19 |                                               | 
|At December 31, 2012          |  |                                   |         |  |                                                             |  |      |                                               | 
|2.50 – 3.25                   |  |                                   | 600     |  |                                                             |  | 0.10 |                                               | 
|8.05 – 8.05                   |  |                                   | 75,000  |  |                                                             |  | 1.59 |                                               | 
|22.19 – 22.19                 |  |                                   | 92,327  |  |                                                             |  | 4.64 |                                               | 
|26.26 – 46.34                 |  |                                   | 53,000  |  |                                                             |  | 5.75 |                                               | 
|56.99 – 56.99                 |  |                                   | 59,000  |  |                                                             |  | 6.67 |                                               | 
|                              |  |                                   | 279,927 |  |                                                             |  | 4.45 |                                               | 
|At December 31, 2011          |  |                                   |         |  |                                                             |  |      |                                               | 
|1.25 – 2.13                   |  |                                   | 4,412   |  |                                                             |  | -    |                                               | 
|2.50 – 3.25                   |  |                                   | 14,702  |  |                                                             |  | 0.53 |                                               | 
|8.05 – 8.05                   |  |                                   | 75,000  |  |                                                             |  | 2.60 |                                               | 
|22.19 – 22.19                 |  |                                   | 185,100 |  |                                                             |  | 5.64 |                                               | 
|26.26 – 46.34                 |  |                                   | 175,000 |  |                                                             |  | 6.50 |                                               | 
|56.99 – 56.99                 |  |                                   | 101,000 |  |                                                             |  | 7.68 |                                               | 
|                              |  |                                   | 555,214 |  |                                                             |  | 5.52 |                                               | 



The
table below summarizes information about options that are exercisable as at December 31, 2013, 2012 and 2011:



|Range of exercise price (US$) |  | Number of
    exercisable options |         |  | Weighted average
    exercise price
    (US$) | 
|----------------------------- |  | --------------------------------- | ------- |  | --------------------------------------------- | 
|At December 31, 2013          |  |                                   |         |  |                                               | 
|8.05 – 8.05                   |  |                                   | 75,000  |  |                                               | 
|22.19 – 22.19                 |  |                                   | 89,577  |  |                                               | 
|26.26 – 46.34                 |  |                                   | 50,000  |  |                                               | 
|56.99 – 56.99                 |  |                                   | 31,000  |  |                                               | 
|                              |  |                                   | 245,577 |  |                                               | 
|At December 31, 2012          |  |                                   |         |  |                                               | 
|2.50 – 3.25                   |  |                                   | 600     |  |                                               | 
|8.05 – 8.05                   |  |                                   | 75,000  |  |                                               | 
|22.19 – 22.19                 |  |                                   | 92,327  |  |                                               | 
|26.26 – 46.34                 |  |                                   | 53,000  |  |                                               | 
|56.99 – 56.99                 |  |                                   | 12,000  |  |                                               | 
|                              |  |                                   | 232,927 |  |                                               | 
|At December 31, 2011          |  |                                   |         |  |                                               | 
|1.25 – 2.13                   |  |                                   | 4,412   |  |                                               | 
|2.50 – 3.25                   |  |                                   | 14,702  |  |                                               | 
|8.05 – 8.05                   |  |                                   | 75,000  |  |                                               | 
|22.50 – 22.50                 |  |                                   | 185,100 |  |                                               | 
|22.19 – 22.19                 |  |                                   | 28,000  |  |                                               | 
|26.26 – 46.34                 |  |                                   | 7,000   |  |                                               | 
|                              |  |                                   | 314,214 |  |                                               | 



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Table of Contents




Moto Options



Equity
settled options over 774,163 ordinary shares were issued in relation to Moto options during the year ending December
31, 2009, as part of the acquisition of the joint venture interest in Moto. The weighted average exercise price of these
options at October 15, 2009 (the date of completion of the Moto acquisition) was US$56.39 per option. The fair value of these
share options was calculated as US$20.2 million. The Black Scholes valuation model was used to determine the fair value of
these options. All of these options have vested. No further Moto options were granted during 2013, 2012 or 2011, therefore no
inputs to an option model are provided. All the remaining options were exercised or lapsed during 2012.



The
table below summarizes the information about the options related to the Moto acquisition that were outstanding and exercisable
at December 31, 2011:





|Range of exercise price (US$) |  | Number
    of options |        | Weighted
    Average Remaining Contractual Life (years) |  | Weighted
    Average Exercise Price(US$)
|----------------------------- |  | --------------------- | ------ | ------------------------------------------------------- |  | ----------------------------------------
|At December 31, 2011          |  |                       |        |                                                         |  |                                         
|105.16 – 105.16               |  |                       | 62,670 |                                                         |  |                                         
|                              |  |                       | 62,670 |                                                         |  |                                         





The
table below summarizes details about the options that exercised and lapsed during 2011 and 2012:





|                   |  | Average US$ price |        | Options
|------------------ |  | ----------------- | ------ | -------
|Moto share options |  | 2012              |        | 2011   
|                   |  |                   |        |        
|At January 1       |  |                   | 105.16 |        
|Exercised          |  |                   | 105.16 |        
|Lapsed             |  |                   | 105.16 |        
|At December 31     |  |                   | -      |        



Share-based payments – restricted
shares, performance shares and participation in Co-Investment Plan



The
company operates restricted share schemes for directors and management, as well as participation in a Co-Investment Plan for directors
and management.



Restricted shares issued to management



Restricted
shares issued to management are subject to a satisfactory performance level being achieved during the 12 month period prior to
the vesting date of each tranche of shares.





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The minimum performance level to be achieved is defined as level 3 on the company’s performance
management system. All employees to whom restricted shares have been granted are expected to meet this level of performance. The
performance period is typically up to five years where the employee must remain in employment for the shares to vest. There are
no market based vesting conditions on the share awards.



The fair value
of the restricted shares issued in 2013, 2012 and 2011 are detailed below and the share-based payment charge is charged to profit
evenly between the grant and vesting dates. The restriction on the shares (no dividends received during the vesting period) had
a minimal impact on the fair value estimate at the grant date. The restricted shares have an exercise price of nil.



The fair value
of the restricted shares issued in 2013 was calculated using the Black-Scholes pricing model. The key assumptions used in this
model for shares granted during the year ending December 31, 2013 were as follows:



|US$000                                                   |  | Note |  | January 2013           |  | August 2013           
|-------------------------------------------------------- |  | ---- |  | ---------------------- |  | ----------------------
|Quantity of shares issued                                |  |      |  | 404,500                |  | 54,300                
|Fair value of shares issued                              |  |      |  | US$37.4 million        |  | US$3.8 million        
|Performance period                                       |  |      |  | 3, 4 and 5 years       |  | 3, 4 and 5 years      
|Volatility                                               |  | 15.1 |  | 34.6%, 41.4% and 51.7% |  | 40.7%, 37.3% and 50.4%
|Risk-free interest rate                                  |  |      |  | 0.39%, 0.81% and 0.81% |  | 0.64%, 1.4% and 1.4%  
|Dividend yield                                           |  |      |  | 0.4%                   |  | 0.7%                  
|Weighted average share price on grand and valuation date |  | 15.2 |  | US$93.4                |  | US$71.29              
|Weighted average exercise price                          |  |      |  | -                      |  | -                     



15.1	     Volatility
is based on the three year historical volatility of the company’s shares over the relevant vesting periods.



15.2	     Weighted average share price
for the valuation is calculated taking into account the market price on all grant dates.



The
fair value of the restricted shares issued in 2013 was calculated using the Black-Scholes pricing model. The key assumptions used
in this model for shares granted during the year ending December 31, 2013 were as follows:



|                                                         |  | Note |      | January
    2012 |  | August
    2012
|-------------------------------------------------------- |  | ---- | ---- | ---------------- |  | ---------------
|Quantity of shares awarded                               |  |      |      |                  |  |                
|Fair value of shares awarded                             |  |      |      |                  |  |                
|Performance period                                       |  |      |      |                  |  |                
|Volatility                                               |  |      | 15.3 |                  |  |                
|Risk-free interest rate                                  |  |      |      |                  |  |                
|Dividend yield                                           |  |      |      |                  |  |                
|Weighted average share price on grant and valuation date |  |      | 15.4 |                  |  |                
|Weighted average exercise price                          |  |      |      |                  |  |                



15.3	     Volatility
is based on the three year historical volatility of the company’s shares on each grant date.



15.4	     Weighted
average share price for the valuation is calculated taking into account the market price on all grant dates.



In
2012, there were 226,200 awards of restricted shares: 120,000 awards in January 2012 and 106,200 awards in August
2012. The market price at the award dates were US$113.42 and US$90.63 respectively and each vested over there, four
and five years in equal tranches. The volatility, risk free rate and dividend yield had no significant impact on fair value
but were consistent with those above. The total fair value of the awards was US$22.9 million over the vesting
periods.



In
2011, there were two awards: 360,000 awards in January 2011 and 127,200 awards in August 2011. The market price at the award dates
were US$76.49 and US$103.9 respectively and vested over three, four and five years in equal tranches. The volatility, risk free
rate and dividend yield had no significant impact on fair value but were consistent with those above. The total fair value of
the awards was US$40.8 million over the vesting periods.



Restricted shares issued to executive directors
in 2009 and 2010



The
restricted shares issued to executive directors in 2009 and 2010 were subject to directors remaining employed, as well as being
subject to a market performance condition, being the company’s relative TSR performance over three years against the Euromoney Global Gold Index. This was assessed and had a minimal impact on the fair value
estimate at the grant date. The fair value of the restricted shares was based on the
share price on the grant date and the share-based payment charge is charged to profit evenly between the grant and vesting dates.
The restriction on the shares (no dividends received during the vesting period) had a minimal impact on the fair value estimate
at the grant date. The restricted shares have an exercise price of nil. Details of the restricted share awards that vested
and lapsed in the year together with
details of the market prices at award and vesting dates are shown below under “Restricted shares issued to directors and management (excluding Co-Investment Plan)”.



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Restricted share awards granted to executive
directors in 2011, 2012 and 2013



The
Restricted Share Scheme for 2011, 2012 and 2013 operates with conditional share awards, where the awards shall vest in
three equal one-third installments. If the performance conditions are met, awards vest to participants at the end of
each performance period. The whole award is subject to four performance conditions, i.e. absolute TSR (market based), EPS
growth, additional reserves and absolute reserves. Grant date fair value was calculated using the market-based measure. No
dividends are attributable during the vesting period. Details of the restricted share awards that vested and lapsed
in the year, together with details of the market prices at award and vesting dates are shown below under “Restricted
shares issued to directors and management (excluding Co-Investment Plan)”.



The
fair value of the restricted shares issued to executive directors in 2013 and 2012 was calculated using a Monte Carlo simulation
model. The key assumptions used in this model for shares awarded during the years ending December 31, 2013 and 2012 were as follows:



|US$000                                                                           |  | Note |  | March 2013                                                       |  | March 2012                                                      
|-------------------------------------------------------------------------------- |  | ---- |  | ---------------------------------------------------------------- |  | ----------------------------------------------------------------
|Quantity of shares issued                                                        |  |      |  | 45,125                                                           |  | 35,305                                                          
|Fair value of shares awarded                                                     |  |      |  | US$2.3 million                                                   |  | US$2.7 million                                                  
|Performance period                                                               |  |      |  | 3, 4 and 5 years witha 1 year post vesting retention requirement |  | 3, 4 and 5 years witha 1 year post vesting retention requirement
|Risk free interest rate                                                          |  |      |  | 0.37%, 0.52% and 0.76%                                           |  | 0.56%, 0.82% and 1.08%                                          
|Volatility                                                                       |  | 15.1 |  | 40%                                                              |  | 40%                                                             
|Euromoney Global Gold Index volatility                                           |  |      |  | 30%                                                              |  | 30%                                                             
|Correlation used between
    the Euromoney Global Gold Index and the company TSR |  |      |  | 80%                                                              |  | 80%                                                             
|Weighted average share
    price on grant and valuation date                     |  | 15.2 |  | US$82.37                                                         |  | US$101.49                                                       



15.1      Volatility
is based on the three-year historical volatility of the company’s shares over the relevant vesting periods.



15.2      Weighted
average share price for the valuation is calculated taking into account the market price on all grant dates.



The
fair value of the restricted shares issued to executive directors in
2012 and 2011 was calculated using a Monte Carlo simulation model. The key assumptions used in this model for shares awarded during
the years ended December 31, 2012 and 2011 were as follows:





|                                                                                 |  | Note |  | March
    2012                                                  |  | June
    2011                                              
|-------------------------------------------------------------------------------- |  | ---- |  | --------------------------------------------------------------- |  | -----------------------------------------------------------
|Quantity of shares awarded                                                       |  |      |  | 35,305                                                          |  | 46,577                                                     
|Fair value of shares awarded                                                     |  |      |  | US$2.7 million                                                  |  | US$2.7 million                                             
|Performance period                                                               |  |      |  | 3, 4 & 5 years with a 1 year post-vesting retention requirement |  | 3, 4 & 5 years with 
a 1 year post-vesting retention period
|Risk-free interest
    rate                                                      |  |      |  | 0.56%, 0.82% & 1.08%                                            |  | 0.59%, 0.98% & 1.37%                                       
|Volatility                                                                       |  | 15.3 |  | 40%                                                             |  | 40%                                                        
|Euromoney Global
    Gold     Index volatility                                   |  |      |  | 30%                                                             |  | 30%                                                        
|Correlation used between the Euromoney Global Gold
    Index and the company TSR |  |      |  | 80%                                                             |  | 80%                                                        
|Weighted average share price on grant
    and valuation date                     |  | 15.4 |  | US$101.49                                                       |  | US$76.53                                                   







15.3      Volatility
is based on the three-year historical volatility of the company’s shares over the relevant vesting periods.



15.4      Weighted
average share price for the valuation is calculated taking into account the market price on allgrant dates.





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Career Share Award – performance shares



At
the company’s 2013 annual general meeting shareholders approved an award of performance shares to the CEO. Consequently,
50,031 shares were awarded on April 29, 2013 which vest subject to certain  performance conditions as detailed
in the “Compensation” section of the Annual Report on Form 20-F. The fair value was determined at US$4.0 million.



The
vesting of each one-fifth of the performance shares for the CEO is dependent on a number of conditions the first
of which is the first gold pour at the Kibali gold mine which occurred on September 24, 2013. Accordingly, the performance condition
in respect of 10,006 shares was met at a value of US$71.54. These shares will vest and be transferred to the CEO provided the
CEO is in office or employment by the company on April 29, 2016.



Restricted shares issued to directors and
management (excluding Co-Investment Plan)



Movements
in the number of restricted shares outstanding and their issue prices are as follows:



|                                          |  | Weighted market price at award date
    US$ 2013 |       |   | Weighted market price at award
    date US$ 2012 |  |        | Weighted market price at award
    date US$ 2011 |  |  | Shares  2013 |  |  | Shares 2012 |           |   | Shares 2011 |  |         | Weighted average remaining contractual
    life (years) 2013 |  |  | Weighted average remaining contractual
    life (years) 2012 |   |  | Weighted average remaining contractual
    life (years) 2011 |     
|----------------------------------------- |  | ------------------------------------------------ | ----- | - | ------------------------------------------------ |  | ------ | ------------------------------------------------ |  |  | ------------ |  |  | ----------- | --------- | - | ----------- |  | ------- | ------------------------------------------------------------ |  |  | ------------------------------------------------------------ | - |  | ------------------------------------------------------------ | ----
|Shares granted to executive directors     |  |                                                  |       |   |                                                  |  |        |                                                  |  |  |              |  |  |             |           |   |             |  |         |                                                              |  |  |                                                              |   |  |                                                              |     
|At January 1                              |  |                                                  | 77.26 |   |                                                  |  | 59.93  |                                                  |  |  | 48.79        |  |  |             | 113,215   |   |             |  | 122,577 |                                                              |  |  | 134,000                                                      |   |  |                                                              |     
|Awarded                                   |  |                                                  | 82.37 |   |                                                  |  | 101.40 |                                                  |  |  | 76.53        |  |  |             | 45,125    |   |             |  | 35,305  |                                                              |  |  | 46,577                                                       |   |  |                                                              |     
|Vested                                    |  |                                                  | 51.15 |   |                                                  |  | 48.25  |                                                  |  |  | -            |  |  |             | (31,333   | ) |             |  | (44,667 | )                                                            |  |  | -                                                            |   |  |                                                              |     
|Lapsed                                    |  |                                                  | -     |   |                                                  |  | -      |                                                  |  |  | 47.52        |  |  |             | -         |   |             |  | -       |                                                              |  |  | (58,000                                                      | ) |  |                                                              |     
|At December 31                            |  |                                                  | 85.54 |   |                                                  |  | 77.26  |                                                  |  |  | 59.93        |  |  |             | 127,007   |   |             |  | 113,215 |                                                              |  |  | 122,577                                                      |   |  |                                                              | 3.29
|Shares awarded to non-executive Directors |  |                                                  |       |   |                                                  |  |        |                                                  |  |  |              |  |  |             |           |   |             |  |         |                                                              |  |  |                                                              |   |  |                                                              |     
|At January 1                              |  |                                                  | 81.60 |   |                                                  |  | 81.79  |                                                  |  |  | 69.47        |  |  |             | 9,600     |   |             |  | 17,600  |                                                              |  |  | 6,000                                                        |   |  |                                                              |     
|Awarded                                   |  |                                                  | 78.79 | * |                                                  |  | 79.06  |                                                  |  |  | 81.60        |  |  |             | 8,400     |   |             |  | 7,200   |                                                              |  |  | 18,000                                                       |   |  |                                                              |     
|Vested                                    |  |                                                  | 79.57 |   |                                                  |  | 79.42  |                                                  |  |  | 70.03        |  |  |             | (14,400   | ) |             |  | (15,200 | )                                                            |  |  | (6,400                                                       | ) |  |                                                              |     
|Lapsed                                    |  |                                                  | -     |   |                                                  |  | -      |                                                  |  |  | -            |  |  |             | -         |   |             |  | -       |                                                              |  |  | -                                                            |   |  |                                                              |     
|At December 31                            |  |                                                  | 80.03 |   |                                                  |  | 81.60  |                                                  |  |  | 81.79        |  |  |             | 3,600     |   |             |  | 9,600   |                                                              |  |  | 17,600                                                       |   |  |                                                              | -   
|Shares awarded to employees               |  |                                                  |       |   |                                                  |  |        |                                                  |  |  |              |  |  |             |           |   |             |  |         |                                                              |  |  |                                                              |   |  |                                                              |     
|At January 1                              |  |                                                  | 90.61 |   |                                                  |  | 85.82  |                                                  |  |  | 88.00        |  |  |             | 869,100   |   |             |  | 721,200 |                                                              |  |  | 300,000                                                      |   |  |                                                              |     
|Awarded                                   |  |                                                  | 91.26 |   |                                                  |  | 103.85 |                                                  |  |  | 83.64        |  |  |             | 458,800   |   |             |  | 226,200 |                                                              |  |  | 487,200                                                      |   |  |                                                              |     
|Vested                                    |  |                                                  | 88.00 |   |                                                  |  | -      |                                                  |  |  | -            |  |  |             | (100,000  | ) |             |  | -       |                                                              |  |  | -                                                            |   |  |                                                              |     
|Lapsed                                    |  |                                                  | 92.53 |   |                                                  |  | 90.35  |                                                  |  |  | 79.70        |  |  |             | (70,400   | ) |             |  | (78,300 | )                                                            |  |  | (66,000                                                      | ) |  |                                                              |     
|At December 31                            |  |                                                  | 90.76 |   |                                                  |  | 90.61  |                                                  |  |  | 85.82        |  |  |             | 1,157,500 |   |             |  | 869,100 |                                                              |  |  | 721,200                                                      |   |  |                                                              | 2.92



*Being share price on the
date of issue (May 6, 2013)



Participation in Co-Investment Plan by executive
directors in 2013 and 2012



One
third of any annual bonus earned is compulsorily deferred and an executive director may also choose to commit further shares to
a Co-Investment Plan. The maximum commitment which may be made in the Co-Investment Plan is 200% of base salary by the CEO and
100% of base salary by the CFO for 2013 and 2012. Committed shares must be retained for three years and may be matched, depending
on relative TSR performance over three years against the Euromoney Global Gold Index. If after three years the TSR performance
of the company equals or exceeds the performance of the Euromoney Global Gold Index, then the committed shares may be matched
on a stepped scale. Refer to the “Compensation” section of the Annual Report on Form 20-F for further details. The
maximum level of matching is one-for-one. The vesting of the award is dependent on the company’s TSR performance relative
to the Euromoney Global Gold Index.



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The
fair value of awards made under the Co-Investment Plan in 2013 and 2012 was calculated using a Monte Carlo simulation model. The
key assumptions used in this model for awards made under the Co-Investment Plan during the years ending December 31, 2013 and
2012 were as follows:





|US$000                                                                       |  | Note |  | March 2013     |  | March 2012    
|---------------------------------------------------------------------------- |  | ---- |  | -------------- |  | --------------
|Quantity of shares issued                                                    |  |      |  | 45,125         |  | 33,305        
|Fair value of shares awarded                                                 |  |      |  | US$1.6 million |  | US$1.9 million
|Performance period                                                           |  |      |  | 3 years        |  | 3 years       
|Risk free interest rate                                                      |  |      |  | 0.37%          |  | 0.56%         
|Volatility                                                                   |  | 15.1 |  | 40%            |  | 40%           
|Euromoney Global Gold Index volatility                                       |  |      |  | 30%            |  | 30%           
|Correlation used between the Euromoney Global Gold Index and the company TSR |  |      |  | 80%            |  | 80%           
|Weighted average share price on grant and valuation date                     |  | 15.2 |  | US$82.37       |  | US$101.49     



15.1      Volatility is based on the three year
historical volatility of the company’s shares over the relevant vesting periods.



15.2Weighted
average share price for the valuation is calculated taking into account the market price on all grant dates.





The
fair value of awards made under the Co-Investment Plan in 2012 and 2011 was calculated using a Monte Carlo simulation model. The
key assumptions used in this model for awards made under the Co-Investment Plan during the year ended December 31, 2012 and 2011
were as follows:







|                                                                                 |  | Note |  | March
    2012 |  | June
    2011 
|-------------------------------------------------------------------------------- |  | ---- |  | -------------- |  | --------------
|Quantity of shares awarded                                                       |  |      |  | 35,305         |  | 46,577        
|Fair value of shares awarded                                                     |  |      |  | US$1.9 million |  | US$1.4 million
|Performance period                                                               |  |      |  | 3 years        |  | 3 years       
|Risk-free interest
    rate                                                      |  |      |  | 0.56%          |  | 0.59%         
|Volatility                                                                       |  | 15.3 |  | 40%            |  | 40%           
|Euromoney Global Gold
    Indexvolatility                                        |  |      |  | 30%            |  | 30%           
|Correlation used
    between the Euromoney Global Gold Index and the company TSR |  |      |  | 80%            |  | 80%           
|Weighted average exercise price on
    grant and valuation date                  |  | 15.4 |  | US$101.49      |  | US$76.53      







15.3      Volatility
is based on the three year historical volatility of the company’s shares over the relevant vesting periods.



15.4      Weighted
average share price for the valuation is calculated taking into account the market price on all grant dates.



A reconciliation of the Co-Investment
Plan share awards is provided below:



|Director              |  | Date of award |                                                                                                                                                                  | Market  price at  date
    of  award  (US$)* |  | At Jan 1, 2013             |  | Awarded in the
    year |                                                        | Vested in  the year |  | Market  price at  date
     vested  (US$) |                                                                                              | Lapsed in  the year |  | At   Dec
    31, 2013 |  | Vesting**
|--------------------- |  | ------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- |  | -------------------------- |  | ----------------------- | ------------------------------------------------------ | ------------------- |  | ----------------------------------------- | -------------------------------------------------------------------------------------------- | ------------------- |  | --------------------- |  | ---------
|D.M.
    Bristow      |  |               | Jun
                                         13, 2011 Mar 16, 2012 Mar 18, 2013                                                                                  |                                              |  | 76.53
    101.49
    82.37 |  |                         | 38,456
                                         28,843 |                     |  |                                           | -
                                         -
                                         36,724 |                     |  | -
    - -             |  | -
    - -
|G.P.
    Shuttleworth |  |               | Jun
                                         13, 2011  Mar 16, 2012
                                                                                Mar 18, 2013 |                                              |  | 76.53
    101.49 82.37     |  |                         | 8,121
                                         6,462 - |                     |  |                                           | -
                                         -
                                         8,401  |                     |  | - - -                 |  | - - -    





|* NASDAQ Global Select Market dosing price on day
        preceding date of grant or if a public holiday, the next trading day.
        ** Vesting is subject to performance conditions.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Table of Contents




Participation in Co-Investment Plan by senior
management in 2013



Senior
management has the opportunity to participate in Randgold’s Senior Management Co-Investment Plan from 2013. The maximum
commitment which may be made in the Co-Investment Plan is 100% of base salary. Committed shares must be retained for three years
and may be matched, depending on the relative TSR performance over three years against the Euromoney Global Gold Index. If after
three years the TSR performance of the company equals or exceeds the performance of the Euromoney Global Gold Index, then the
committed shares may be matched on a stepped scale. The maximum level of matching is one-for-one. The vesting of the award is
dependent on the company’s TSR performance relative to the Euromoney Global Gold Index.



The
fair value of awards made under the Co-Investment Plan in 2013 was calculated using a Monte Carlo simulation model. The key assumptions
used in this model for awards made under the Co-Investment Plan during the years ending December 31, 2013 were as follows:



|US$000                                                                       |  | Note |  | March 2013 |               
|---------------------------------------------------------------------------- |  | ---- |  | ---------- | --------------
|Quantity of shares issued                                                    |  |      |  |            | 21,961        
|Fair value of shares issued                                                  |  |      |  |            | US$0.8 million
|Performance period                                                           |  |      |  |            | 3 years       
|Risk free interest rate                                                      |  |      |  |            | 0.37%         
|Volatility                                                                   |  | 15.1 |  |            | 40%           
|Euromoney Global Gold Index volatility                                       |  |      |  |            | 30%           
|Correlation used between the Euromoney Global Gold Index and the company TSR |  |      |  |            | 80%           
|Weighted average share price on grant and valuation date                     |  | 15.2 |  |            | US$81.48      



15.1      Volatility is based on the three
year historical volatility of the company’s shares over the relevant vesting periods.



15.2      Weighted average share price
for the valuation is calculated taking into account the market price on all grant dates.



| | 16. | Segmental
information
| | --- | ---------------------



Operating segments
have been identified on the basis of internal reports about components of the group that are regularly reviewed by the group’s
chief operating decision maker. The operating segments included in internal reports are determined on the basis of their significance
to the group. In particular, operating mines are reported as separate segments and exploration projects that have significant
capitalized expenditure or other fixed assets are also reported separately. The Kibali and Morila joint ventures are included
on a line-by-line basis, reflecting internal reporting. Other parts of the group, including the RAL 1 joint venture,
are included with corporate and exploration. The group’s chief operating decision maker is considered by management to be
the board of directors. An analysis of the group’s business segments, excluding intergroup transactions, is set out below.
Major customers are not identifiable because all gold is sold to an agent.



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Table of Contents




|Country of operation                                |  | Mali                       |         |   | Coted’Ivoire |  |           | DRC      |  |  | Jersey   |   |  |                           |          |   |                         |  |           |                           |  |  |           |  
|--------------------------------------------------- |  | -------------------------- | ------- | - | ------------ |  | --------- | -------- |  |  | -------- | - |  | ------------------------- | -------- | - | ----------------------- |  | --------- | ------------------------- |  |  | --------- | -
|US$000                                              |  | Group’s
40%share of
Morila |         |   | Loulo        |  |           | Gounkoto |  |  | Tongon   |   |  | Group’s
45%share ofKibali |          |   | Corporateandexploration |  |           | Inter-companyeliminations |  |  | Sub-total |  
|YEAR ENDED DECEMBER 31, 2013                        |  |                            |         |   |              |  |           |          |  |  |          |   |  |                           |          |   |                         |  |           |                           |  |  |           |  
|Profit and loss                                     |  |                            |         |   |              |  |           |          |  |  |          |   |  |                           |          |   |                         |  |           |                           |  |  |           |  
|Total revenue                                       |  |                            | 79,870  |   |              |  | 436,950   |          |  |  | 371,361  |   |  |                           | 329,448  |   |                         |  | 49,153    |                           |  |  | -         |  
|Mining and processing costs excluding depreciation  |  |                            | (38,323 | ) |              |  | (215,277  | )        |  |  | (146,413 | ) |  |                           | (184,362 | ) |                         |  | (17,039   | )                         |  |  | 12,608    |  
|Depreciation and amortization                       |  |                            | (4,131  | ) |              |  | (70,616   | )        |  |  | (10,791  | ) |  |                           | (48,278  | ) |                         |  | (6,698    | )                         |  |  | (9,446    | )
|Mining and processing costs                         |  |                            | (42,454 | ) |              |  | (285,893  | )        |  |  | (157,204 | ) |  |                           | (232,640 | ) |                         |  | (23,737   | )                         |  |  | 3,162     |  
|Transport and refining costs                        |  |                            | (190    | ) |              |  | (1,239    | )        |  |  | -        |   |  |                           | (1,424   | ) |                         |  | (71       | )                         |  |  | -         |  
|Royalties                                           |  |                            | (4,796  | ) |              |  | (26,266   | )        |  |  | (22,282  | ) |  |                           | (9,867   | ) |                         |  | (1,244    | )                         |  |  | -         |  
|Exploration and corporate expenditure               |  |                            | -       |   |              |  | (3,516    | )        |  |  | (4,315   | ) |  |                           | (3,337   | ) |                         |  | (2,373    | )                         |  |  | (38,317   | )
|Other (expenses)/income                             |  |                            | (293    | ) |              |  | (18,910   | )        |  |  | (15,549  | ) |  |                           | (13,842  | ) |                         |  | (317      | )                         |  |  | 50,798    |  
|Finance costs                                       |  |                            | (217    | ) |              |  | (871      | )        |  |  | (217     | ) |  |                           | (508     | ) |                         |  | (1,570    | )                         |  |  | (24,235   | )
|Finance income                                      |  |                            | 1       |   |              |  | 65        |          |  |  | 209      |   |  |                           | 42       |   |                         |  | 9,206     |                           |  |  | 16,662    |  
|Share of profits of equity accounted joint ventures |  |                            | -       |   |              |  | -         |          |  |  | -        |   |  |                           | -        |   |                         |  | -         |                           |  |  | -         |  
|Profit before income tax                            |  |                            | 31,921  |   |              |  | 100,320   |          |  |  | 172,003  |   |  |                           | 67,872   |   |                         |  | 29,047    |                           |  |  | 8,070     |  
|Income tax expense                                  |  |                            | (9,576  | ) |              |  | (30,096   | )        |  |  | (41,326  | ) |  |                           | (1,100   | ) |                         |  | 2,132     |                           |  |  | (4,192    | )
|Net profit                                          |  |                            | 22,345  |   |              |  | 70,224    |          |  |  | 130,677  |   |  |                           | 66,772   |   |                         |  | 31,179    |                           |  |  | 3,878     |  
|Capital expenditure                                 |  |                            | (11,936 | ) |              |  | (255,672  | )        |  |  | (11,041  | ) |  |                           | (23,562  | ) |                         |  | (699,049  | )                         |  |  | 33,374    |  
|Total assets                                        |  |                            | 52,592  |   |              |  | 1,259,526 |          |  |  | 179,585  |   |  |                           | 534,635  |   |                         |  | 1,250,449 |                           |  |  | 1,460,117 |  
|Total external liabilities                          |  |                            | (38,387 | ) |              |  | (148,270  | )        |  |  | (66,872  | ) |  |                           | (40,950  | ) |                         |  | (74,314   | )                         |  |  | (85,438   | )
|                                                    |  |                            |         |   |              |  |           |          |  |  |          |   |  |                           |          |   |                         |  |           |                           |  |  |           |  
|YEAR ENDED DECEMBER 31, 2012                        |  |                            |         |   |              |  |           |          |  |  |          |   |  |                           |          |   |                         |  |           |                           |  |  |           |  
|Profit and loss                                     |  |                            |         |   |              |  |           |          |  |  |          |   |  |                           |          |   |                         |  |           |                           |  |  |           |  
|Total revenue                                       |  |                            | 134,703 |   |              |  | 357,224   |          |  |  | 475,127  |   |  |                           | 351,805  |   |                         |  | -         |                           |  |  | -         |  
|Mining and processing costs excluding depreciation  |  |                            | (53,127 | ) |              |  | (145,886  | )        |  |  | (174,506 | ) |  |                           | (150,321 | ) |                         |  | -         |                           |  |  | 10,978    |  
|Depreciation and amortization                       |  |                            | (6,133  | ) |              |  | (51,550   | )        |  |  | (18,197  | ) |  |                           | (48,033  | ) |                         |  | (183      | )                         |  |  | (7,645    | )
|Mining and processing costs                         |  |                            | (59,260 | ) |              |  | (197,436  | )        |  |  | (192,703 | ) |  |                           | (198,354 | ) |                         |  | (183      | )                         |  |  | 3,333     |  
|Transport and refining costs                        |  |                            | (270    | ) |              |  | (1,077    | )        |  |  | -        |   |  |                           | (1,641   | ) |                         |  | -         |                           |  |  | -         |  
|Royalties                                           |  |                            | (8,092  | ) |              |  | (20,673   | )        |  |  | (28,507  | ) |  |                           | (10,530  | ) |                         |  | -         |                           |  |  | -         |  
|Exploration and corporate expenditure               |  |                            | -       |   |              |  | (2,255    | )        |  |  | (1,110   | ) |  |                           | (2,654   | ) |                         |  | (1,608    | )                         |  |  | (33,014   | )
|Other (expenses)/income                             |  |                            | (4,657  | ) |              |  | (15,253   | )        |  |  | (7,227   | ) |  |                           | (15,548  | ) |                         |  | 343       |                           |  |  | 47,660    |  
|Finance costs                                       |  |                            | (216    | ) |              |  | (490      | )        |  |  | (129     | ) |  |                           | (353     | ) |                         |  | (7        | )                         |  |  | (15,244   | )
|Finance income                                      |  |                            | 2       |   |              |  | 14        |          |  |  | 75       |   |  |                           | 104      |   |                         |  | 13        |                           |  |  | 17,081    |  
|Share of profits of equity accounted joint ventures |  |                            | -       |   |              |  | -         |          |  |  | -        |   |  |                           | -        |   |                         |  | -         |                           |  |  | -         |  
|Profit before income tax                            |  |                            | 62,210  |   |              |  | 120,054   |          |  |  | 245,526  |   |  |                           | 122,829  |   |                         |  | (1,442    | )                         |  |  | 19,816    |  
|Income tax                                          |  |                            | (20,456 | ) |              |  | (38,064   | )        |  |  | 1,970    |   |  |                           | (849     | ) |                         |  | -         |                           |  |  | (111      | )
|Net profit                                          |  |                            | 41,754  |   |              |  | 81,990    |          |  |  | 247,496  |   |  |                           | 121,980  |   |                         |  | (1,442    | )                         |  |  | 19,705    |  
|Capital expenditure                                 |  |                            | (1,153  | ) |              |  | (219,506  | )        |  |  | (17,847  | ) |  |                           | (33,391  | ) |                         |  | (286,610  | )                         |  |  | (3,773    | )
|Total assets                                        |  |                            | 42,685  |   |              |  | 1,029,761 |          |  |  | 242,185  |   |  |                           | 613,794  |   |                         |  | 863,237   |                           |  |  | 335,482   |  
|Total external liabilities                          |  |                            | (30,668 | ) |              |  | (145,225  | )        |  |  | (38,082  | ) |  |                           | (40,392  | ) |                         |  | (46,579   | )                         |  |  | (37,827   | )

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|                                                        |  | Mali                     |         |   | Côted’Ivoire |  |          | DRC      |  |  | Jersey  |   |  |                          |          |   |                         |  |         |                           |  |  |           |  
|------------------------------------------------------- |  | ------------------------ | ------- | - | ------------ |  | -------- | -------- |  |  | ------- | - |  | ------------------------ | -------- | - | ----------------------- |  | ------- | ------------------------- |  |  | --------- | -
|US$000                                                  |  | Group’s40%share ofMorila |         |   | Loulo        |  |          | Gounkoto |  |  | Tongon  |   |  | Group’s45%share ofKibali |          |   | CorporateandExploration |  |         | IntercompanyElimi-nations |  |  | Sub-total |  
|YEAR ENDED DECEMBER 31, 2011                            |  |                          |         |   |              |  |          |          |  |  |         |   |  |                          |          |   |                         |  |         |                           |  |  |           |  
|PROFIT AND LOSS                                         |  |                          |         |   |              |  |          |          |  |  |         |   |  |                          |          |   |                         |  |         |                           |  |  |           |  
|                                                        |  |                          |         |   |              |  |          |          |  |  |         |   |  |                          |          |   |                         |  |         |                           |  |  |           |  
|Total revenue                                           |  |                          | 156,771 |   |              |  | 321,199  |          |  |  | 228,370 |   |  |                          | 425,060  |   |                         |  | -       |                           |  |  | -         |  
|Mining and processing costs excluding depreciation      |  |                          | (68,090 | ) |              |  | (180,048 | )        |  |  | (60,120 | ) |  |                          | (137,674 | ) |                         |  |         |                           |  |  | 8,193     |  
|Depreciation and amortization                           |  |                          | (10,238 | ) |              |  | (20,377  | )        |  |  | (6,065  | ) |  |                          | (39,104  | ) |                         |  | (998    | )                         |  |  | (5,278    | )
|Mining and processing costs                             |  |                          | (78,328 | ) |              |  | (200,425 | )        |  |  | (66,185 | ) |  |                          | (176,778 | ) |                         |  | (998    | )                         |  |  | 2,915     |  
|Transport and refining costs                            |  |                          | (209    | ) |              |  | (1,499   | )        |  |  | -       |   |  |                          | (933     | ) |                         |  | -       |                           |  |  | -         |  
|                                                        |  |                          |         |   |              |  |          |          |  |  |         |   |  |                          |          |   |                         |  |         |                           |  |  |           |  
|Royalties                                               |  |                          | (9,427  | ) |              |  | (17,944  | )        |  |  | (13,702 | ) |  |                          | (12,768  | ) |                         |  | -       |                           |  |  | -         |  
|Exploration and corporate expenditure                   |  |                          | -       |   |              |  | (4,156   | )        |  |  | (1,242  | ) |  |                          | (3,222   | ) |                         |  | (164    | )                         |  |  | (35,141   | )
|Other (expenses) / income                               |  |                          | (3,410  | ) |              |  | (18,207  | )        |  |  | (8,536  | ) |  |                          | (33,963  | ) |                         |  | 1,162   |                           |  |  | 56,393    |  
|                                                        |  |                          |         |   |              |  |          |          |  |  |         |   |  |                          |          |   |                         |  |         |                           |  |  |           |  
|Finance costs                                           |  |                          | (510    | ) |              |  | (562     | )        |  |  | -       |   |  |                          | (340     | ) |                         |  | (2      | )                         |  |  | (33,174   | )
|                                                        |  |                          |         |   |              |  |          |          |  |  |         |   |  |                          |          |   |                         |  |         |                           |  |  |           |  
|Finance income                                          |  |                          | 2       |   |              |  | 36       |          |  |  | -       |   |  |                          | 128      |   |                         |  | 9       |                           |  |  | 31,831    |  
|Share of profits of equity accounted joint
    ventures |  |                          | -       |   |              |  | -        |          |  |  | -       |   |  |                          | -        |   |                         |  | -       |                           |  |  | -         |  
|Profit before income tax                                |  |                          | 64,889  |   |              |  | 78,442   |          |  |  | 138,705 |   |  |                          | 197,184  |   |                         |  | 7       |                           |  |  | 22,824    |  
|                                                        |  |                          |         |   |              |  |          |          |  |  |         |   |  |                          |          |   |                         |  |         |                           |  |  |           |  
|Income tax expense                                      |  |                          | (21,046 | ) |              |  | (29,323  | )        |  |  | (209    | ) |  |                          | (1,620   | ) |                         |  | -       |                           |  |  | (3,131    | )
|                                                        |  |                          |         |   |              |  |          |          |  |  |         |   |  |                          |          |   |                         |  |         |                           |  |  |           |  
|Net profit /(loss)                                      |  |                          | 43,843  |   |              |  | 49,119   |          |  |  | 138,496 |   |  |                          | 195,564  |   |                         |  | 7       |                           |  |  | 19,693    |  
|                                                        |  |                          |         |   |              |  |          |          |  |  |         |   |  |                          |          |   |                         |  |         |                           |  |  |           |  
|Capital expenditure                                     |  |                          | (1,186  | ) |              |  | (176,153 | )        |  |  | (89,828 | ) |  |                          | (99,879  | ) |                         |  | (77,510 | )                         |  |  | (16,027   | )
|                                                        |  |                          |         |   |              |  |          |          |  |  |         |   |  |                          |          |   |                         |  |         |                           |  |  |           |  
|Total assets                                            |  |                          | 68,364  |   |              |  | 776,692  |          |  |  | 132,872 |   |  |                          | 568,461  |   |                         |  | 459,433 |                           |  |  | 538,985   |  
|Total external liabilities                              |  |                          | (32,245 | ) |              |  | (105,959 | )        |  |  | (11,775 | ) |  |                          | (34,244  | ) |                         |  | (3,281  | )                         |  |  | (51,473   | )





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|17. |  | Financial risk management
|--- |  | -------------------------



In
the normal course of its operations, the group is exposed to gold price, currency, interest rate, liquidity and credit risks.
In order to manage these risks, the group may enter into transactions which make use of on-balance sheet derivatives. The group
does not acquire, hold or issue derivatives for trading purposes. The group has developed a risk management process to facilitate,
control and monitor these risks. The board has approved and monitors this risk management process, inclusive of documented treasury
policies, counterpart limits, controlling and reporting structures.



Controlling risk in the group





The treasury committee
is responsible for treasury financial risk management activities within the group. The treasury committee reviews and recommends
to the board all treasury counterparts, limits, instruments and any hedge strategies. At least two members of the treasury committee
need to be present for a decision to be made, one of whom needs to be an executive director. Unless specific dispensation is obtained
from the audit committee, the treasury committee is permitted to invest up to US$50 million or 20% of the total funds (whichever
is the higher) with each approved institution with an investment rating of AA or higher noting that no institution can
exceed US$100 million. The treasury committee is also permitted to invest up to US$12.5 million or 5% of the total funds (whichever
is the higher) with each approved institution with an investment rating above A but below AA-, provided that no investment exceeds
US$25 million. The majority of the cash for the group was held with the group’s principal bankers at year end. The treasury
committee is responsible for managing investment, gold price, currency, liquidity and credit risk. The treasury committee monitors
adherence to treasury risk management policy and counterpart limits and provides regular reports to the board.

The
financial risk management objectives of the group are defined as follows:



| | · | safeguarding
                                         the group core earnings stream from its major assets through the effective control and
                                         management of gold price risk, foreign exchange risk, interest rate risk and credit risk;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | effective
                                         and efficient usage of credit facilities in both the short and long term through the
                                         adoption of reliable liquidity management planning and procedures;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | ensuring
                                         that investment and any hedging transactions are undertaken with creditworthy counterparts;
                                         and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | ensuring
                                         that all contracts and agreements related to risk management activities are coordinated
                                         consistently throughout the group and comply where necessary with all relevant regulatory
                                         and statutory requirements.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





The group continues
to hold material TVA receivable balances. While management continue to pursue recovery of the TVA in cash, it is recognized that
in practice given the continued absence of payment, the TVA in Mali may only be recovered through the tax offset mechanism
set out in the mining convention. Management reports the TVA position and movements on a quarterly basis to the audit committee.





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Refer
to “Risk Factors” in the Annual Report on Form 20-F for details on the group’s risk factors.



Foreign currency and commodity price risk



In
the normal course of business, the group enters into transactions denominated in foreign currencies (primarily euro, South African
rand and Communauté Financiѐre Africaine franc). As a result, the group is subject to exposure from fluctuations
in foreign currency exchange rates. In general, the group does not enter into derivatives to manage these currency risks and none
existed in 2011, 2012 or 2013. Generally, the group does not hedge its exposure to gold price fluctuation risk and gold was sold
at market spot prices in 2011, 2012 and 2013. Gold sales are made in US dollars and do not expose the group to any currency fluctuation
risk. However, during periods of capital expenditure or loan finance, the company may use forward contracts or options to reduce
the exposure to price movements, while maintaining significant exposure to spot prices. These derivatives may establish a fixed
price for a portion of future production while the group maintains the ability to benefit from increases in the spot gold price
for the majority of future gold production. The group is also exposed to fluctuations in the price of consumables, such as fuel,
steel, rubber, cyanide and lime, mainly due to changes in the price of oil, as well as fluctuations in exchange rates.



|US$000                                                                                                                                                    |  | Dec. 31, 2013 |  | Dec. 31, 2012
        (Restated)
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- |  | --------------------------------
|Level of exposure of foreign currency riskCarrying value of foreign currency balances
    Cash and cash equivalents includes balances
    denominated in: |  |               |  |                                 
|·Communauté
    Financière Africaine franc (CFA)                                                                                                          |  | (5,593)       |  | 10,475                          
|·Euro
    (EUR)                                                                                                                                           |  | 4,078         |  | 34,067                          
|·South
    African rand (ZAR)                                                                                                                             |  | 814           |  | 30,171                          
|·British
    pound (GBP)                                                                                                                                  |  | 46            |  | 138                             
|Trade and other receivables includes balances denominated in:                                                                                             |  |               |  |                                 
|·Communauté
    Financière Africaine franc (CFA)                                                                                                          |  | 112,882       |  | 7,526                           
|·South
    African rand (ZAR)                                                                                                                             |  | 10,727        |  | 720                             
|·Euro
    (EUR)                                                                                                                                           |  | 16,250        |  | 12                              
|Trade and other payables includes balances denominated in:                                                                                                |  |               |  |                                 
|·Communauté
    Financière Africaine franc (CFA)                                                                                                          |  | (72,443)      |  | (28,797)                        
|·Euro
    (EUR)                                                                                                                                           |  | (30,688)      |  | (2,797)                         
|·South
    African rand (ZAR)                                                                                                                             |  | (8,228)       |  | (39,841)                        
|·British
    pound (GBP)                                                                                                                                  |  | (1,006)       |  | (123)                           



The
group’s exposure to foreign currency arises where a company holds monetary assets and liabilities denominated in a currency
different to the functional currency of the holder of the instrument which is the US dollar. The following table shows the impact
of a 10% change in the US dollar on profit and equity arising as a result of the revaluation of the group’s foreign currency
financial instruments.



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Table of Contents




|                                                 |  | Closingexchange rate |  | Effect of 10%strengthening ofUS$ on netearnings andequity US$000
|------------------------------------------------ |  | -------------------- |  | ----------------------------------------------------------------
|At December 31, 2013                             |  |                      |  |                                                                 
|·Euro
    (EUR)                                  |  | 0.7264               |  | 1,036                                                           
|·Communauté
    Financière Africaine franc (CFA) |  | 476.64               |  | 3,485                                                           
|·South
    African rand (ZAR)                    |  | 10.50                |  | 331                                                             
|·British
    pound (GBP)                         |  | 0.61                 |  | 99                                                              
|At December 31, 2012 (Restated)                  |  |                      |  |                                                                 
|·Euro
    (EUR)                                  |  | 0.7567               |  | 3,128                                                           
|·Communauté
    Financière Africaine franc (CFA) |  | 496.35               |  | 1,080                                                           
|·South
    African rand (ZAR)                    |  | 8.4875               |  | 895                                                             



The
sensitivities are based on financial assets and liabilities held at December 31 where balances were not denominated in the functional
currency of the group. The sensitivities do not take into account the group’s sales and costs and the results of the sensitivities
could change due to other factors such as changes in the value of financial assets and liabilities as a result of non-foreign
exchange influenced factors.



Interest rate and liquidity risk



Fluctuations
in interest rates impact on the value of short term cash investments and interest payable on financing activities (including long
term loans), giving rise to interest rate risk. In the ordinary course of business, the group receives cash from its operations
and is required to fund working capital and capital expenditure requirements.



The
group generally enters into variable interest bearing borrowings. This cash is managed to ensure surplus funds are invested in
a manner to achieve maximum returns while minimizing risks. The group typically holds financial investments with an average
maturity of 30 days to ensure adequate liquidity. The group is able to actively source financing at competitive rates. The counterparts
are financial and banking institutions of good credit standing. The group has in the past been able to actively source financing
through public offerings, shareholder loans and third-party loans.





The
company has entered into a US$200.0 million unsecured revolving credit facility with HSBC and three other banks which matures
in May 2016 and is at present undrawn. The interest rate, if drawn, would be LIBOR plus 1.5% per annum based on the Company’s
current level of leverage. Based on the company’s current cash resources and facilities, projected operating cash flows
and capital expenditure, the company is confident it will be able to meet its obligations at the prevailing gold price. The facility,
if drawn, bears interest at libor plus 1.5% and includes financial covenants in respect of EBIT, EBITDA, net finance charges,
tangible net worth, total debt, debt cover and interest cover.



|Maturity date              |  | Amount US$000 |        |  | Effective rate
    for the year % | 
|-------------------------- |  | ------------- | ------ |  | --------------------------------- | 
|Cash and cash equivalents: |  |               |        |  |                                   | 
|All less than 90 days      |  |               | 38,151 |  |                                   | 



The
other financial instruments of the group that are not included in the tables above are non-interest bearing and are therefore
not subject to interest rate risk.



Concentration of credit risk



The
group’s cash balances do not give rise to a concentration of credit risk because it deals with a variety of major financial
institutions. Its receivables and loans are regularly monitored and
assessed. Receivables are impaired when it is probable that amounts outstanding are not recoverable as set out in the accounting
policy note for receivables. Gold bullion, the group’s principal product, is produced in Mali and Cȏte d’Ivoire
(and in the case of its joint ventures in DRC and Mali). The gold produced is sold to the largest accredited gold refinery in
the world. Credit risk is further managed by regularly reviewing the financial statements of the refinery. The group is further
not exposed to significant credit risk on gold sales, as cash is received within a few days of the sale taking place. While not
financial assets for IFRS 7, included in receivables is US$129.9 million (2012: US$87.5 million) (refer to Note 7) relating to
indirect taxes owing to Loulo, Gounkoto and Tongon by the State of Mali, which are denominated in FCFA, which holds some credit
risk for the group. The legally binding mining conventions in Mali permit offsetting of other corporate taxes against approved
unpaid TVA. A further US$36.4 million (2012: US$21.2 million) is held within the underlying statement of financial position
of the equity accounted Kibali joint venture which is considered recoverable given the receipts obtained during the 2013
year.



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Table of Contents




Capital risk management



The
group’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide
returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of
capital. In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders,
buyback shares, return capital to shareholders, issue new shares or sell assets to reduce debt. Consistent with others in the
industry, the group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt (net cash) divided
by total capital. Net debt is calculated as total borrowings (including borrowings and trade and other payables, as shown in the
consolidated statement of financial position) but excluding loans from minority shareholders in subsidiaries less cash and cash
equivalents. Total capital is calculated as equity, as shown in the consolidated statement of financial position, plus net debt
(net cash).



|US$000                          |  | Dec. 31, 2013 |           |   | Dec. 31,  
    2012 (Restated) | 
|------------------------------- |  | ------------- | --------- | - | ------------------------------ | 
|Capital risk management         |  |               |           |   |                                | 
|Trade and other payables        |  |               | (174,445  | ) |                                | 
|Less: cash and cash equivalents |  |               | 38,151    |   |                                | 
|Net position                    |  |               | (136,294  | ) |                                | 
|Total equity                    |  |               | 3,057,854 |   |                                | 
|Total capital                   |  |               | 3,194,148 |   |                                | 
|Gearing ratio                   |  |               | 4.3       | % |                                | 



Maturity analysis



The
following table analyzes the group’s financial liabilities into the relevant maturity groupings based on the remaining period
from the statement of financial position to the contractual maturity date. As the amounts disclosed in the table are the contractual
undiscounted cash flows, these balances will not necessarily correspond with the amounts disclosed in the statement of financial
position.



F-53


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|US$000                                      |  | Trade 
    and other
    payables |         |  | Borrowings |  |   | Other
    financial liabilities |  |  |       |  |  |  | 
|------------------------------------------- |  | --------------------------------- | ------- |  | ---------- |  | - | ------------------------------- |  |  | ----- |  |  |  | 
|At December 31, 2013                        |  |                                   |         |  |            |  |   |                                 |  |  |       |  |  |  | 
|Financial liabilities                       |  |                                   |         |  |            |  |   |                                 |  |  |       |  |  |  | 
|Within 1 year, on demand                    |  |                                   | 160,942 |  |            |  | - |                                 |  |  | -     |  |  |  | 
|Later than 1 year and no later than 5 years |  |                                   | -       |  |            |  | - |                                 |  |  | -     |  |  |  | 
|After 5 years                               |  |                                   | -       |  |            |  | - |                                 |  |  | 2,929 |  |  |  | 
|Total                                       |  |                                   | 160,942 |  |            |  | - |                                 |  |  | 2,929 |  |  |  | 
|                                            |  |                                   |         |  |            |  |   |                                 |  |  |       |  |  |  | 
|At December 31, 2012 (Restated)             |  |                                   |         |  |            |  |   |                                 |  |  |       |  |  |  | 
|Financial liabilities                       |  |                                   |         |  |            |  |   |                                 |  |  |       |  |  |  | 
|Within 1 year, on demand                    |  |                                   | 124,441 |  |            |  | - |                                 |  |  | -     |  |  |  | 
|Later than 1 year and no later than 5 years |  |                                   | -       |  |            |  | - |                                 |  |  | -     |  |  |  | 
|After 5 years                               |  |                                   | -       |  |            |  | - |                                 |  |  | 3,249 |  |  |  | 
|Total                                       |  |                                   | 124,441 |  |            |  | - |                                 |  |  | 3,249 |  |  |  | 



| | 18. | Fair value of
financial instruments
| | --- | -----------------------------------



The
following table shows the carrying amounts and fair values of the group’s financial instruments outstanding at December
31, 2013 and 2012. The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a forced or liquidation sale.



|US$000                                                     |  | Categories  of
    financial instruments |  | Carrying amount 
    Dec. 31, 2013 |       |  | Fair value
    Dec. 31, 2013 |  |       | Carrying amount 
    Dec. 31, 2012
    (Restated) |  |  | Fair value
    Dec. 31, 2012
    (Restated) | 
|---------------------------------------------------------- |  | ---------------------------------------- |  | ---------------------------------- | ----- |  | ---------------------------- |  | ----- | ------------------------------------------------- |  |  | ------------------------------------------- | 
|Available-for-sale financial assets categorized as level 1 |  |                                          |  |                                    |       |  |                              |  |       |                                                   |  |  |                                             | 
|                                                           |  |                                          |  |                                    |       |  |                              |  |       |                                                   |  |  |                                             | 
|Available-for-sale financial assets                        |  | Available-for-sale                       |  |                                    | 1,831 |  |                              |  | 1,831 |                                                   |  |  | 3,003                                       | 



The
table above shows the level of the fair value valuation hierarchy applied to financial instruments carried at fair value. The
total financial assets valued using level 1 is US$1.8 million (2012: US$3.0 million). There have been no transfers between the
levels of fair value hierarchy during the current or prior year. Randgold does not hold any financial instruments that are fair
valued using a level 2 or level 3 valuation. No derivative financial instruments currently exist. All other financial instruments
carrying values approximate fair value.



Estimation of fair values



Trade and other receivables, trade and
other payables, borrowings, cash and cash equivalents, loans to and from joint ventures



The
carrying amounts are a reasonable estimate of the fair values because of the short maturity of such instruments or their interest
bearing nature.



Gold price contracts



The
group is fully exposed to the spot gold price on gold sales.



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Table of Contents




| | 19. | Commitments
and contingent liabilities
| | --- | --------------------------------------



|US$000                                                                                              |  | Dec. 31, 2013 |        |  | Dec. 31, 2012(Restated) | 
|--------------------------------------------------------------------------------------------------- |  | ------------- | ------ |  | ----------------------- | 
|Capital expenditure contracted for at statement of financial position date but not yet incurred is: |  |               |        |  |                         | 
|Property, plant and equipment – subsidiaries                                                        |  |               | 13,049 |  |                         | 
|Commitment of joint ventures (attributable share)                                                   |  |               |        |  |                         | 
|Kibali                                                                                              |  |               | 16,466 |  |                         | 
|Morila                                                                                              |  |               | 396    |  |                         | 
|RAL 1                                                                                               |  |               | 282    |  |                         | 
|                                                                                                    |  |               | 17,144 |  |                         | 
|Total                                                                                               |  |               | 30,193 |  |                         | 



Under
the Kibali Joint Venture Agreement (JVA), the obligation of the parties (Randgold Resources (Kibali) Limited and AngloGold
Ashanti Holdings plc) in respect of the future funding (including but not limited to operating costs, capital costs and other
costs) of the company Kibali Goldmines SPRL and/or the Kibali project shall be pro-rata in proportion to their respective percentage
interests in the company Kibali at the time any such future funding is required. In accordance with the Kibali JVA, Kibali will
be funded via intercompany loans. The approved capital expenditure plan for 2014 is US$310 million of which Randgold will contribute
50%.



Operating Lease Commitments



The
lease relates to the oxygen plant at Loulo leased from Maligaz. The duration of the contract is 10 years and the contract is renewable
for additional periods of 5 years thereafter.



The
future aggregate minimum lease payments* under operating leases are as follows:



|US$000                                      |  | Dec. 31, 2013 |        |  | Dec. 31, 2012
    (Restated) | 
|------------------------------------------- |  | ------------- | ------ |  | ---------------------------- | 
|No later than 1 year                        |  |               | 2,817  |  |                              | 
|Later than 1 year and no later than 5 years |  |               | 11,268 |  |                              | 
|Later than 5 years                          |  |               | 8,451  |  |                              | 
|Total                                       |  |               | 22,536 |  |                              | 



|* |  | These payments include payments for non-lease elements in the arrangement.
|- |  | --------------------------------------------------------------------------





As discussed more fully
in Note 3, the group has received claims for various taxes in respect of subsidiaries and joint ventures from the State
of Mali totaling US$123.1 million (2012: US$86.2 million), which the group considers to be without merit.





F-55


Table of Contents




| | 20. | Related party
transactions
| | --- | --------------------------



|US$000                                              |  | Year ended
    Dec. 31, 2013 |        |  | Year ended
    Dec. 31, 2012
    (Restated) |  |        | Year ended
    Dec.  31, 2011
    (Restated) | 
|--------------------------------------------------- |  | ---------------------------- | ------ |  | ------------------------------------------- |  | ------ | -------------------------------------------- | 
|Management fee received from Rockwell Diamonds Inc. |  |                              | 42     |  |                                             |  | 53     |                                              | 
|Net income from Loulo                               |  |                              | -      |  |                                             |  | -      |                                              | 
|Net income from Tongon                              |  |                              | -      |  |                                             |  | -      |                                              | 
|Net income from Morila                              |  |                              | 24,729 |  |                                             |  | 76,289 |                                              | 
|Net income from Gounkoto                            |  |                              | -      |  |                                             |  | -      |                                              | 
|Net income from Kibali                              |  |                              | 10,724 |  |                                             |  | 6,640  |                                              | 
|Net income from RAL 1                               |  |                              | 4,201  |  |                                             |  | 2,571  |                                              | 



Net
income refers to interest, management fees and dividends.



In
terms of the operator agreement between Morila SA and AngloGold Ashanti Services Mali SA, a management fee, calculated as 1% of
the total sales of Morila SA, is payable to Randgold (through Mining Investments (Jersey) Limited). Randgold (through
Randgold Resources (Somilo) Limited) is the operator of Loulo gold mine, Tongon gold mine (through Mining Investments
(Jersey) Limited), as well as of Gounkoto SA (through Randgold Resources (Gounkoto) Limited). Seven Bridges
Trading 14 (Pty) Limited provided administration services to Rockwell Diamonds Inc. (Rockwell). Dr. DM Bristow is a non-executive
director of Rockwell. The balances outstanding at year end related to Rockwell were negligible (2012: nil; 2011: nil). Refer to
Note 10 for details of the company’s investments in and loans to subsidiaries and joint ventures within the group together
with its relevant share of income and expense.



|US$000                       |  | Dec. 31, 2013 |        |  | Dec. 31, 2012 |  |        | Dec. 31, 2011 | 
|---------------------------- |  | ------------- | ------ |  | ------------- |  | ------ | ------------- | 
|Key management remuneration  |  |               |        |  |               |  |        |               | 
|Short term employee benefits |  |               | 11,983 |  |               |  | 11,357 |               | 
|Share-based payments         |  |               | 12,326 |  |               |  | 12,833 |               | 
|Total                        |  |               | 24,309 |  |               |  | 24,190 |               | 



This
includes compensation for two executive directors (2012: Two; 2011: Two), eight non-executive directors (2012: Seven; 2011: Seven)
and nineteen executive management personnel (2012: Twenty-one; 2011: Twenty-one). Refer to directors’ and executives’
profiles in the “Directors, Senior Management and Employees” section of the Annual Report on Form 20-F for detail
of their roles and responsibilities.



| | 21. | Mining
and processing costs and other disclosable items
| | --- | -------------------------------------------------------



|US$000                                              |  | Year ended 
    Dec. 31, 2013 |         |   | Year ended 
    Dec. 31, 2012
    (Restated) |  |         | Year ended 
    Dec. 31, 2011 (Restated) | 
|--------------------------------------------------- |  | ----------------------------- | ------- | - | -------------------------------------------- |  | ------- | ---------------------------------------- | 
|Mine production costs                               |  |                               | 536,229 |   |                                              |  | 438,331 |                                          | 
|Movement in production inventory and ore stockpiles |  |                               | (49,730 | ) |                                              |  | (43,716 | )                                        | 
|Depreciation and amortization                       |  |                               | 130,638 |   |                                              |  | 117,991 |                                          | 
|Other mining and processing costs                   |  |                               | 61,319  |   |                                              |  | 75,770  |                                          | 
|                                                    |  |                               | 678,456 |   |                                              |  | 588,376 |                                          | 
|The above includes:                                 |  |                               |         |   |                                              |  |         |                                          | 
|Impairment of receivables                           |  |                               | -       |   |                                              |  | -       |                                          | 



Other
income primarily includes foreign exchange gains and management fees receivable from joint ventures.



F-56


Table of Contents




| | 22. | Exploration
and corporate expenditure
| | --- | -------------------------------------



|US$000                                          |  | Year ended
    Dec. 31, 2013 |        |  | Year ended 
    Dec. 31, 2012 
    (Restated) |  |        | Year ended 
    Dec. 31, 2011 
    (Restated) | 
|----------------------------------------------- |  | ---------------------------- | ------ |  | --------------------------------------------- |  | ------ | --------------------------------------------- | 
|Exploration and corporate expenditure comprise: |  |                              |        |  |                                               |  |        |                                               | 
|Exploration expenditure                         |  |                              | 22,638 |  |                                               |  | 16,157 |                                               | 
|Corporate expenditure                           |  |                              | 26,847 |  |                                               |  | 22,876 |                                               | 
|                                                |  |                              | 49,485 |  |                                               |  | 39,033 |                                               | 



| | 23. | Finance
income and costs
| | --- | ------------------------



|US$000                                                             |  | Year ended
    Dec. 31, 2013 |        |   | Year ended
    Dec. 31, 2012
    (Restated) |  |       | Year ended
    Dec. 31, 2011
    (Restated) | 
|------------------------------------------------------------------ |  | ---------------------------- | ------ | - | ------------------------------------------- |  | ----- | ------------------------------------------- | 
|Finance income – interest income                                   |  |                              | 1,242  |   |                                             |  | 1,857 |                                             | 
|Finance income – net foreign exchange gain on financing activities |  |                              | -      |   |                                             |  | 191   |                                             | 
|Finance income                                                     |  |                              | 1,242  |   |                                             |  | 2,048 |                                             | 
|Interest expense – borrowings                                      |  |                              | (1,373 | ) |                                             |  | (117  | )                                           | 
|Finance costs – net foreign exchange loss on financing activities  |  |                              | (5,049 | ) |                                             |  | -     |                                             | 
|Unwind of discount on provisions for environmental rehabilitation  |  |                              | (1,315 | ) |                                             |  | (867  | )                                           | 
|Finance costs                                                      |  |                              | (7,737 | ) |                                             |  | (984  | )                                           | 
|Finance (costs)/income – net                                       |  |                              | (6,495 | ) |                                             |  | 1,064 |                                             | 



Interest income arises
on cash and cash equivalents.



Interest expenses arise
on borrowings measured at amortized cost.



| | 24. | Subsequent
events
| | --- | -----------------



No
significant subsequent events requiring disclosure or adjustment have occurred.



F-57







REPORTOF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
Kibali (Jersey) Limited



We have audited
the accompanying consolidated statements of financial position of Kibali (Jersey) Limited as of December 31, 2013, 2012
and 2011 and the consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated
statements of cash flows for each of the three years in the period ended December 31, 2013. These financial statements are
the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements
based on our audit.



We conducted
our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.



In our opinion,
the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Kibali
(Jersey) Limited at December 31, 2013, 2012 and 2011, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2013, in conformity with International Financial Reporting Standards as issued by the International
Accounting Standards Board (IASB).



BDO LLP

London

March 28, 2014



F-58


Table of Contents




CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED December
31, 2013





|$000                                        |  | Note |  | Dec. 31,
    2013 |         |   | Dec. 31, 
    2012 |  |        | Dec. 31,
    2011 | 
|------------------------------------------- |  | ---- |  | ----------------- | ------- | - | ------------------ |  | ------ | ----------------- | 
|REVENUE                                     |  |      |  |                   |         |   |                    |  |        |                   | 
|Gold sales                                  |  |      |  |                   | 109,229 |   |                    |  | -      |                   | 
|Other Income                                |  | 3    |  |                   | 3,035   |   |                    |  | 286    |                   | 
|TOTAL INCOME                                |  |      |  |                   | 112,264 |   |                    |  | 286    |                   | 
|                                            |  |      |  |                   |         |   |                    |  |        |                   | 
|COSTS AND EXPENSES                          |  |      |  |                   |         |   |                    |  |        |                   | 
|Mining and processing costs                 |  | 4    |  |                   | 52,727  |   |                    |  | -      |                   | 
|Transport and refining costs                |  |      |  |                   | 158     |   |                    |  | -      |                   | 
|Royalties                                   |  |      |  |                   | 2,765   |   |                    |  | -      |                   | 
|Exploration and corporate expenditure       |  | 5    |  |                   | 5,911   |   |                    |  | 5,530  |                   | 
|Other expenses                              |  | 4    |  |                   | 725     |   |                    |  | -      |                   | 
|TOTAL COSTS                                 |  |      |  |                   | 62,286  |   |                    |  | 5,530  |                   | 
|                                            |  |      |  |                   |         |   |                    |  |        |                   | 
|Finance income                              |  | 6    |  |                   | 3,966   |   |                    |  | 1,448  |                   | 
|Finance costs                               |  | 6    |  |                   | (1,252  | ) |                    |  | (14    | )                 | 
|Finance income - net                        |  |      |  |                   | 2,714   |   |                    |  | 1,434  |                   | 
|Share of profits of equity accounted        |  |      |  |                   |         |   |                    |  |        |                   | 
|Joint venture                               |  |      |  |                   | 136     |   |                    |  | 54     |                   | 
|PROFIT/(LOSS) BEFORE INCOME TAX             |  |      |  |                   | 52,828  |   |                    |  | (3,756 | )                 | 
|                                            |  |      |  |                   |         |   |                    |  |        |                   | 
|Income tax                                  |  | 7    |  |                   | 4,739   |   |                    |  | -      |                   | 
|                                            |  |      |  |                   |         |   |                    |  |        |                   | 
|PROFIT/(LOSS) FOR THE PERIOD                |  |      |  |                   | 57,567  |   |                    |  | (3,756 | )                 | 
|OTHER COMPREHENSIVE EXPENSE                 |  |      |  |                   |         |   |                    |  |        |                   | 
|Loss on available for sale financial asset* |  |      |  |                   | (799    | ) |                    |  | (364   | )                 | 
|TOTAL COMPREHENSIVE INCOME/(EXPENSE)        |  |      |  |                   | 56,768  |   |                    |  | (4,120 | )                 | 
|PROFIT/(LOSS) FOR THE PERIOD                |  |      |  |                   |         |   |                    |  |        |                   | 
|Attributable to:                            |  |      |  |                   |         |   |                    |  |        |                   | 
|Owners of the parent                        |  |      |  |                   | 54,163  |   |                    |  | (3,429 | )                 | 
|Non-controlling interest                    |  |      |  |                   | 3,404   |   |                    |  | (327   | )                 | 
|TOTAL COMPREHENSIVE INCOME/(EXPENSE)        |  |      |  |                   | 57,567  |   |                    |  | (3,756 | )                 | 
|Attributable to:                            |  |      |  |                   |         |   |                    |  |        |                   | 
|Owners of the parent                        |  |      |  |                   | 53,364  |   |                    |  | (3,793 | )                 | 
|Non-controlling interest                    |  |      |  |                   | 3,404   |   |                    |  | (327   | )                 | 
|                                            |  |      |  |                   | 56,768  |   |                    |  | (4,120 | )                 | 












| | * | This may
                                         be required through the income statement in future periods subject to certain future
                                         conditions arising.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The accompanying notes form part of these
financial statements



F-59


Table of Contents




CONSOLIDATED
STATEMENTS OF FINANCIAL POSITION

AS AT December 31, 2013



|$000                                         |  | Note |  | Dec. 31,
    2013 |           |   | Dec. 31, 
    2012 |  |           | Dec. 31,
    2011 | 
|-------------------------------------------- |  | ---- |  | ----------------- | --------- | - | ------------------ |  | --------- | ----------------- | 
|NON-CURRENT ASSETS                           |  |      |  |                   |           |   |                    |  |           |                   | 
|Property, plant and equipment                |  | 8    |  |                   | 1,553,575 |   |                    |  | 810,797   |                   | 
|Mineral properties                           |  | 9    |  |                   | 742,928   |   |                    |  | 745,092   |                   | 
|Deferred tax                                 |  | 10   |  |                   | 4,860     |   |                    |  | -         |                   | 
|Investment in equity accounted joint venture |  | 26   |  |                   | 15        |   |                    |  | 54        |                   | 
|Other investments in joint venture           |  | 26   |  |                   | 29,076    |   |                    |  | 27,237    |                   | 
|Total investment in joint venture            |  | 26   |  |                   | 29,091    |   |                    |  | 27,291    |                   | 
|Trade and other receivables                  |  | 11   |  |                   | 22,929    |   |                    |  | 15,938    |                   | 
|TOTAL NON-CURRENT ASSETS                     |  |      |  |                   | 2,353,383 |   |                    |  | 1,599,118 |                   | 
|                                             |  |      |  |                   |           |   |                    |  |           |                   | 
|CURRENT ASSETS                               |  |      |  |                   |           |   |                    |  |           |                   | 
|Inventories and ore stockpiles               |  | 12   |  |                   | 112,405   |   |                    |  | 5,735     |                   | 
|Trade and other receivables                  |  | 11   |  |                   | 145,335   |   |                    |  | 75,815    |                   | 
|Available-for-sale financial asset           |  | 13   |  |                   | 146       |   |                    |  | 945       |                   | 
|Cash and cash equivalents                    |  | 14   |  |                   | 4,681     |   |                    |  | 11,913    |                   | 
|TOTAL CURRENT ASSETS                         |  |      |  |                   | 262,567   |   |                    |  | 94,408    |                   | 
|TOTAL ASSETS                                 |  |      |  |                   | 2,615,950 |   |                    |  | 1,693,526 |                   | 
|                                             |  |      |  |                   |           |   |                    |  |           |                   | 
|EQUITY AND LIABILITIES                       |  |      |  |                   |           |   |                    |  |           |                   | 
|EQUITY                                       |  |      |  |                   |           |   |                    |  |           |                   | 
|Share capital                                |  | 15   |  |                   | 4         |   |                    |  | 3         |                   | 
|Share premium                                |  | 15   |  |                   | 2,390,689 |   |                    |  | 1,557,902 |                   | 
|Retained earnings/(accumulated loss)         |  |      |  |                   | 51,568    |   |                    |  | (2,595    | )                 | 
|Other reserve                                |  |      |  |                   | (3,072    | ) |                    |  | (2,273    | )                 | 
|                                             |  |      |  |                   |           |   |                    |  |           |                   | 
|Equity attributable to owners of the parent  |  |      |  |                   | 2,439,189 |   |                    |  | 1,553,037 |                   | 
|Non-controlling interest                     |  | 16   |  |                   | 18,274    |   |                    |  | 14,870    |                   | 
|TOTAL EQUITY                                 |  |      |  |                   | 2,457,463 |   |                    |  | 1,567,907 |                   | 
|                                             |  |      |  |                   |           |   |                    |  |           |                   | 
|NON-CURRENT LIABILITIES                      |  |      |  |                   |           |   |                    |  |           |                   | 
|Loans and borrowings                         |  | 17   |  |                   | 53,430    |   |                    |  | 53,388    |                   | 
|Provision for rehabilitation                 |  | 18   |  |                   | 8,210     |   |                    |  | 4,652     |                   | 
|TOTAL NON-CURRENT LIABILITIES                |  |      |  |                   | 61,640    |   |                    |  | 58,040    |                   | 
|                                             |  |      |  |                   |           |   |                    |  |           |                   | 
|CURRENT LIABILITIES                          |  |      |  |                   |           |   |                    |  |           |                   | 
|Loans and borrowings                         |  | 17   |  |                   | 5,600     |   |                    |  | 17,876    |                   | 
|Trade and other payables                     |  | 19   |  |                   | 91,126    |   |                    |  | 49,703    |                   | 
|Current tax payable                          |  |      |  |                   | 121       |   |                    |  | -         |                   | 
|TOTAL CURRENT LIABILITIES                    |  |      |  |                   | 96,847    |   |                    |  | 67,579    |                   | 
|TOTAL EQUITY AND LIABILITIES                 |  |      |  |                   | 2,615,950 |   |                    |  | 1,693,526 |                   | 



The accompanying notes form part of these
financial statements



F-60


Table of Contents




CONSOLIDATED
STATEMENTS OF CHANGES IN EQUITY

FOR THE YEAR ENDED December
31, 2013



|$000                                 |  | Share Capital |   |  | Share Premium |  |           | Retainedearnings/(accumulatedloss) |  |  | Other Reserves |   |  | Total Equity Attributable to Owners of
    the Parent |        |   | Non- Controlling Interest |  |           | Total Equity | 
|------------------------------------ |  | ------------- | - |  | ------------- |  | --------- | ---------------------------------- |  |  | -------------- | - |  | ----------------------------------------------------- | ------ | - | ------------------------- |  | --------- | ------------ | 
|BALANCE AT JANUARY 1, 2011           |  |               | 1 |  |               |  | 802,563   |                                    |  |  | 1,170          |   |  |                                                       | (234   | ) |                           |  | 803,500   |              | 
|Fair value movement on               |  |               |   |  |               |  |           |                                    |  |  |                |   |  |                                                       |        |   |                           |  |           |              | 
|available for sale financial asset   |  |               | - |  |               |  | -         |                                    |  |  | -              |   |  |                                                       | (1,675 | ) |                           |  | (1,675    | )            | 
|Total other comprehensive expense    |  |               | - |  |               |  | -         |                                    |  |  | -              |   |  |                                                       | (1,675 | ) |                           |  | (1,675    | )            | 
|Net (loss)/profit for the year       |  |               | - |  |               |  | -         |                                    |  |  | (336           | ) |  |                                                       | -      |   |                           |  | (336      | )            | 
|Total comprehensive expense          |  |               | - |  |               |  | -         |                                    |  |  | (336           | ) |  |                                                       | (1,675 | ) |                           |  | (2,011    | )            | 
|Shares issued to equity owners       |  |               | 1 |  |               |  | 158,774   |                                    |  |  | -              |   |  |                                                       | -      |   |                           |  | 158,775   |              | 
|BALANCE AT DECEMBER 31, 2011         |  |               | 2 |  |               |  | 961,337   |                                    |  |  | 834            |   |  |                                                       | (1,909 | ) |                           |  | 960,264   |              | 
|                                     |  |               |   |  |               |  |           |                                    |  |  |                |   |  |                                                       |        |   |                           |  |           |              | 
|BALANCE AT JANUARY 1, 2012           |  |               | 2 |  |               |  | 961,337   |                                    |  |  | 834            |   |  |                                                       | (1,909 | ) |                           |  | 960,264   |              | 
|Fair value movement on               |  |               |   |  |               |  |           |                                    |  |  |                |   |  |                                                       |        |   |                           |  |           |              | 
|Available for sale financial asset   |  |               | - |  |               |  | -         |                                    |  |  | -              |   |  |                                                       | (364   | ) |                           |  | (364      | )            | 
|Total other comprehensive expense    |  |               | - |  |               |  | -         |                                    |  |  | -              |   |  |                                                       | (364   | ) |                           |  | (364      | )            | 
|Net loss for the year                |  |               | - |  |               |  | -         |                                    |  |  | (3,429         | ) |  |                                                       | -      |   |                           |  | (3,429    | )            | 
|Total comprehensive expense          |  |               | - |  |               |  | -         |                                    |  |  | (3,429         | ) |  |                                                       | (364   | ) |                           |  | (3,793    | )            | 
|Shares issued to equity owners       |  |               | 1 |  |               |  | 596,565   |                                    |  |  | -              |   |  |                                                       | -      |   |                           |  | 596,566   |              | 
|BALANCE AT DECEMBER 31, 2012         |  |               | 3 |  |               |  | 1,557,902 |                                    |  |  | (2,595         | ) |  |                                                       | (2,273 | ) |                           |  | 1,553,037 |              | 
|                                     |  |               |   |  |               |  |           |                                    |  |  |                |   |  |                                                       |        |   |                           |  |           |              | 
|BALANCE AT JANUARY 1, 2013           |  |               | 3 |  |               |  | 1,557,902 |                                    |  |  | (2,595         | ) |  |                                                       | (2,273 | ) |                           |  | 1,553,037 |              | 
|Fair value movement on               |  |               |   |  |               |  |           |                                    |  |  |                |   |  |                                                       |        |   |                           |  |           |              | 
|available for sale financial asset   |  |               | - |  |               |  | -         |                                    |  |  | -              |   |  |                                                       | (799   | ) |                           |  | (799      | )            | 
|Total other comprehensive expense    |  |               | - |  |               |  | -         |                                    |  |  | -              |   |  |                                                       | (799   | ) |                           |  | (799      | )            | 
|Net profit for the year              |  |               | - |  |               |  | -         |                                    |  |  | 54,163         |   |  |                                                       | -      |   |                           |  | 54,163    |              | 
|Total comprehensive income/(expense) |  |               | - |  |               |  | -         |                                    |  |  | 54,163         |   |  |                                                       | (799   | ) |                           |  | 53,364    |              | 
|Shares issued to equity owners       |  |               | 1 |  |               |  | 832,787   |                                    |  |  | -              |   |  |                                                       | -      |   |                           |  | 832,788   |              | 
|BALANCE AT DECEMBER 31, 2013         |  |               | 4 |  |               |  | 2,390,689 |                                    |  |  | 51,568         |   |  |                                                       | (3,072 | ) |                           |  | 2,439,189 |              | 



SHARE CAPITAL



The
share capital comprises the issued ordinary shares of the company at par.



SHARE PREMIUM



The
share premium comprises the excess value recognized from the issue of ordinary shares at par.



ACCUMULATED LOSS



Accumulated
loss comprises the group’s cumulative accounting loss since inception.



OTHER RESERVES



Other
reserves comprises the group’s cumulative fair value movement on the available for sale financial asset since inception
in Kilo Goldmines Limited.



NON-CONTROLLING INTEREST



The
non-controlling interest represents the total carrying value of the 10% interest Société minière de
Kilo Moto (Sokimo) has in Kibali Goldmines Sprl, a subsidiary of Kibali (Jersey) Limited.



The accompanying
notes form part of these financial statements



F-61


Table of Contents




STATEMENTS
OF CONSOLIDATED CASH FLOWS

FOR THE YEAR ENDED December
31, 2013





|$000                                                           |  |  | Note |  |  |  | 2013     |   |  |  | 2012     |   |  |  | 2011     |  
|-------------------------------------------------------------- |  |  | ---- |  |  |  | -------- | - |  |  | -------- | - |  |  | -------- | -
|Cash Flows From Operating Activities                           |  |  |      |  |  |  |          |   |  |  |          |   |  |  |          |  
|Cash (used in)/generated by operations                         |  |  | 24   |  |  |  | (71,225  | ) |  |  | (40,829  | ) |  |  | 18       |  
|Interest received                                              |  |  |      |  |  |  | 927      |   |  |  | 182      |   |  |  | 416      |  
|Finance cost paid                                              |  |  |      |  |  |  | (5,139   | ) |  |  | (822     | ) |  |  | (6       | )
|Dividends received from equity accounted joint venture         |  |  |      |  |  |  | 175      |   |  |  | -        |   |  |  | -        |  
|Net cash flows (used in)/generated by operating
    activities |  |  |      |  |  |  | (75,262  | ) |  |  | (41,469  | ) |  |  | 428      |  
|                                                               |  |  |      |  |  |  |          |   |  |  |          |   |  |  |          |  
|Cash Flows Related to Investing
    Activities                 |  |  |      |  |  |  |          |   |  |  |          |   |  |  |          |  
|Additions of property, plant and equipment                     |  |  |      |  |  |  | (748,314 | ) |  |  | (521,762 | ) |  |  | (162,217 | )
|Funds invested in equity accounted joint venture               |  |  |      |  |  |  | -        |   |  |  | (26,391  | ) |  |  | -        |  
|Net cash outflows (used in)/investing activities               |  |  |      |  |  |  | (748,314 | ) |  |  | (548,153 | ) |  |  | (162,217 | )
|                                                               |  |  |      |  |  |  |          |   |  |  |          |   |  |  |          |  
|Cash Flows Relating to Financing
    Activities                |  |  |      |  |  |  |          |   |  |  |          |   |  |  |          |  
|Proceeds from issue of ordinary shares                         |  |  |      |  |  |  | 832,788  |   |  |  | 596,566  |   |  |  | 158,774  |  
|(Decrease)/increase loans and borrowings                       |  |  |      |  |  |  | (16,444  | ) |  |  | 2,833    |   |  |  | 1,966    |  
|NET CASH INFLOWS PROVIDED BY FINANCING ACTIVITIES              |  |  |      |  |  |  | 816,344  |   |  |  | 599,399  |   |  |  | 160,740  |  
|                                                               |  |  |      |  |  |  |          |   |  |  |          |   |  |  |          |  
|NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS           |  |  |      |  |  |  | (7,232   | ) |  |  | 9,777    |   |  |  | (1,049   | )
|CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR         |  |  |      |  |  |  | 11,913   |   |  |  | 2,136    |   |  |  | 3,185    |  
|CASH AND CASH EQUIVALENTS AT THE END OF THE
    YEAR           |  |  | 14   |  |  |  | 4,681    |   |  |  | 11,913   |   |  |  | 2,136    |  
|                                                               |  |  |      |  |  |  |          |   |  |  |          |   |  |  |          |  







The accompanying notes form part of these
financial statements



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Notes
to the Consolidated Financial Statements

for the year ended December
31, 2013



| | 1. | STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
| | -- | --------------------------------------------



The principal
accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have
been consistently applied to all the years presented, unless otherwise stated.



Basis of Preparation



This is the
group’s first set of financial statements prepared. These consolidated financial statements have been prepared in accordance
with International Financial Reporting Standards and Interpretations (collectively (IFRS)) issued by the International Accounting
Standards Board (IASB). The group has not previously reported under any different accounting framework and as a consequence no
reconciliation on adoption of IFRS is disclosed. The financial information was previously prepared under IFRS for consolidation
purposes by shareholders without preparing a complete set of financial statements.



The consolidated financial statements
have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It
also requires management to exercise its judgment in the process of applying the group’s accounting policies. The areas
involving a high degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated
financial statements are disclosed in Note 2. The going concern basis has been adopted in preparing the consolidated financial
statements. The directors have no reason to believe that the group will not be a going concern in the foreseeable future based
on forecasts and available cash resources including funding provided by joint venture partners. The viability of the group
is supported by the consolidated financial statements.





Standards effective in future periods



Certain new
standards, amendments to standards and interpretations to existing standards have been published that are mandatory for the group’s
accounting periods beginning after January 1, 2013 or later periods to which the group has decided not to adopt early when early
adoption is available. These are:





|Accounting
    Standards |  | Impact                                                |  | Effective
    period commencing on or after
|------------------------ |  | ----------------------------------------------------- |  | -------------------------------------------
|IAS 32                   |  | Offsetting Financial Assets and Financial Liabilities |  | January 1, 2014                            
|IFRS 9                   |  | Financial Instruments                                 |  | No effective date                          
|                         |  |                                                       |  |                                            







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None of the
new standards, interpretations and amendments, which are effective for periods beginning after January 1, 2014 and which have
not been adopted early, are expected to have a material effect on the group’s future financial statements.



Consolidation



The consolidated
financial information includes the financial information of the company, its subsidiaries and the company’s equity interest
in joint ventures using uniform accounting policies for like transactions and other events in similar circumstances.



Subsidiaries



Subsidiaries
are entities over which the group has the power to govern the financial and operating policies, generally accompanying an interest
of more than one half of the voting rights. Subsidiaries are fully consolidated from the date on which control or the ability
to control is transferred to the group. They are deconsolidated from the date that control ceases. An investor controls an investee
when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those
returns through its power over the investee. The purchase method of accounting is used to account for the acquisition of subsidiaries
by the group. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities
incurred or assumed at the date of exchange. Acquisition costs are expensed. Identifiable assets acquired (including mineral property
interests) and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values
at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the cost of acquisition over
the fair value of the group’s share of the identifiable net assets acquired is recorded as goodwill or other identifiable
intangible assets. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference
is recognized directly in the statement of comprehensive income.



Inter-company
transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also
eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries
have been changed where necessary to ensure consistency with the policies adopted by the group.



Joint ventures



Joint ventures
are those entities in which the group holds a long term interest and which are jointly controlled by the group and one or more
joint venture partners under a contractual arrangement. Joint control is the contractually sharing of control of an arrangement,
which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing the control.
Before assessing whether the group has joint control over an arrangement, the group assesses whether the parties control the arrangement.
The parties have control over the arrangement when it is exposed, or has rights, to variables returns from its involvement
with the investee and has the ability to affect those returns through its power over the investee. The groups classification of
a joint arrangement as a joint operation or joint venture depends upon the rights and obligations of the parties to the arrangement.
The group determines the type of the joint arrangement
in which it is involved by considering the structure and form of the arrangement, the terms agreed by the parties in the contractual
arrangement and other facts and circumstances.



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Investments
in associated companies and joint ventures are accounted for in the consolidated financial statements using the equity method
of accounting less impairment losses, if any.



Acquisitions



Investments
in joint ventures are initially recognized at cost. The cost of an acquisition is measured at the fair value of the assets given,
equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the
acquisition. Goodwill on associated companies and joint ventures represents the excess of the cost of acquisition of the associate
or joint venture over the group’s share of the fair value of the identifiable net assets of the associate or joint venture
and is included in the carrying amount of the investments.



Equity method of accounting



In applying
the equity method of accounting, the group’s share of its associated companies and joint ventures’ post-acquisition
profits or losses are recognized in profit or loss and its share of post-acquisition other comprehensive income is recognized
in other comprehensive income. These post-acquisition movements and distributions received from the associated and joint venture
companies are adjusted against the carrying amount of the investments. When the group’s share of losses in an associated
or joint venture company equals or exceeds its interest in the associated or joint venture company, including any other unsecured
noncurrent receivables, the group does not recognize further losses, unless it has obligations to make or has made payments on
behalf of the associated or joint venture company. Unrealized gains on transactions between the group and its associated and joint
venture companies are eliminated to the extent of the group’s interest in the associated and joint venture companies. Unrealized
losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. The accounting
policies of associated and joint venture companies have been changed where necessary to ensure consistency with the accounting
policies adopted by the group.



Segmental reporting



An operating
segment is a group of assets and operations engaged in performing mining or advanced exploration that are subject to risks and
returns that are different from those of other segments. Other parts of the business are aggregated and treated as part of a ‘corporate’ segment. The group provides segmental information using the same categories of information the group’s
chief operating decision maker utilizes. The group’s chief operating decision maker is considered by management to be the
board of directors. The group has only one business segment, that of gold mining. Segment analysis is based on the mining operations
and exploration projects that have a significant amount of capitalized expenditure or other fixed assets.





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Foreign currency translation



Functional and presentation currency



Items included
in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment
in which the entity operates (the functional currency, which is US dollars). The consolidated financial statements are
presented in US dollars.



Transactions and balances



Foreign currency
transactions are translated into the relevant functional currency using the exchange rates prevailing at the date of the transactions.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange
rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of comprehensive
income in other income and other expenses.



Group companies



The results
and financial position of material group entities (none of which has the currency of a hyperinflationary economy) that
have a functional currency different from the presentational currency are translated into the presentation currency as follows:



·assets
and liabilities for each statement of financial position presented are translated at the closing rate at the date of that Statement
of Financial Position;



·income
and expenses for each Statement of Comprehensive Income are translated at average exchange rates (unless this average is not a
reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses
are translated at the rate on the dates of the transactions); and



·all
resulting exchange differences are recognized in other comprehensive income. There were no exchange differences on translation
of subsidiaries recognized in 2013, 2012 and 2011.



Royalties



Royalty arrangements
based on mineral production are in place at each operating mine. The primary type of royalty is a net smelter return royalty.
Under this type of royalty the group pays the host country’s government an amount calculated as the royalty percentage multiplied
by the value of gold production at market gold prices less selling costs. Royalty expense is recorded when revenue from the sale
of gold is recognized.



Intangible assets



Mineral properties



Mineral properties
acquired are recognized at fair value at the acquisition date. Mineral properties are recognized at fair value if acquired as
part of a business combination, whereas they are recognized at cost if acquired as an asset. Mineral properties are tested annually
for impairment on
the same basis that property, plant and equipment are when there is an indication of impairment. Mineral properties will be amortized
on a units of production basis from the point at which the mine commences production (Refer
to ‘depreciation and amortization’ policy below).





Property, plant and equipment



Undeveloped properties



Undeveloped properties upon which
the group has not performed sufficient exploration work to determine whether significant mineralization exists are carried at
original cost. Where the directors consider that there is little likelihood of the properties being exploited, or the value of
the exploitable rights has diminished below cost, the impairment is recorded.



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Long-lived assets and mine development
costs



Long-lived assets including development
costs and mine plant facilities facilities (such as processing plants, tailings facilities, raw water dams and power stations)
are initially recorded at cost. Development of ore bodies includes the development cost of shaft systems and waste rock
removal that allows access to reserves that are economically recoverable in future.

Cost associated with underground
development are capitalized when the works provide access to the ore body, whereas costs associated with ore extraction from operating
ore body sections are treated as operating costs.

Where relevant the estimated cost of
dismantling the asset and remediating the site is included in the cost of property, plant and equipment, subsequently they are
measured at cost less accumulated amortization and impairment.

Development costs consist primarily
of direct expenditure incurred to establish or expand productive capacity and are capitalised until commercial levels of production
are achieved (refer to ‘commercial production’), after which the costs are amortized.

Costs are capitalized provided that
the project is deemed to be commercially, technically and economically viable. Such viability is deemed to be achieved when the
group is confident that the project will provide a satisfactory return relative to its perceived risks and is sufficiently certain
of economic production. Costs which are necessarily incurred while commissioning new assets, in the period before they are capable
of operating in the manner intended by management, are capitalized under ‘Long-lived assets and mine development costs’.
Development costs incurred after the commencement of production are capitalized to the extent they are expected to give rise to
a future economic benefit.





Short-lived assets



Short-lived
assets including non-mining assets are shown at cost less accumulated depreciation and impairment.



Commercial production



The group assesses
the stage of the mine construction project to determine when a mine moves into the production stage. The criteria used to assess
the start date are determined based on the unique nature of the mine construction project. The group considers various relevant
criteria to assess when the mine is substantially complete, ready for its intended use, and moves into production stage. Some
of the criteria would include but are not limited to the following:



·the
level of capital expenditure compared to the construction cost estimates;



·completion
of reasonable period of testing of the mine plant and equipment;



·ability
to produce gold in saleable form (within specifications); and



·ability
to sustain ongoing production of gold.



When a mine
construction project moves into the production stage, the capitalization of certain mine construction costs ceases and costs are
either regarded as inventory or expensed, except for capitalizable costs related to mining asset additions or improvements, underground
mine development or ore reserve development.





Development expenditure approval



Development activities commence after
project sanctioning by the appropriate level of management. Judgment is applied by management in determining when a project has
reached a stage at which economically recoverable reserves exist such that development may be sanctioned. In exercising this judgment,
management is required to make certain estimates and assumptions similar to those described below for capitalized exploration
and evaluation expenditure. Any such estimates and assumptions may change as new information becomes available. If, after having
started the development activity, a judgment is made that a development asset is impaired, the appropriate amount will be written
off to the statement of comprehensive income.



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Stripping costs



In surface mining
operations, the group may find it necessary to remove waste materials (‛overburden’) to gain access to mineral ore
deposits. This waste removal activity is known as ’stripping’.
There are two benefits accruing to the group from stripping activity: usable ore that can be used to produce inventory and improved
access to further quantities of material that will be mined in future periods as stripping costs within property, plant and equipment.
Stripping costs are measured internally and capitalized until the point where the overburden has been removed and access to the
ore commences. Economic ore extracted during this period and subsequently is accounted for as inventory. The group componentizes
each of its mines into geographically distinct ore body sections to which the stripping activities being undertaken within that
component are allocated. The group depreciates the deferred costs capitalized as stripping assets on a unit of production method,
with reference to the ex-pit ore production from the relevant ore body section.



Depreciation and amortization



Long-lived assets
include mining properties, such as freehold land, metallurgical plant, tailings and raw water dams, power plant and mine infrastructure,
as well as mine development costs and are depreciated on a units of production basis.



Depreciation
and amortization are charged over the life of the mine (or over the remaining useful life of the asset, if shorter) based on estimated
ore tonnes contained in proven and probable reserves to be extracted using the relevant asset, to reduce the cost to estimated
residual values. As an example, underground assets are depreciated over underground proven and probable reserves and tonnes milled
from those ore bodies. No future capital expenditure is included in the depreciable value. Proven and probable ore reserves reflect
estimated quantities of economically recoverable reserves, which can be recovered in the future from known mineral deposits. Only
proven and probable reserves are used in the tonnes milled units of production depreciation calculation. Any changes to the expected
life of the mine (or asset) are applied prospectively in calculating depreciation and amortization charges. Short-lived assets
which include motor vehicles, office equipment and computer equipment are depreciated over estimated useful lives of between two
to five years but limited to the remaining mine life. Residual values and useful lives are reviewed, and adjusted if appropriate,
at each statement of financial position date. Changes to the estimated residual values or useful lives are accounted for prospectively.



Impairment



The carrying
amount of the property, plant and equipment and investments in joint ventures of the group is compared to the recoverable amount
of the assets whenever events or changes in circumstances indicate that the net book value may not be recoverable. The recoverable
amount is the higher of value in use and the fair value less cost to sell. In assessing the value in use, the expected future
cash flows from the assets is determined by applying a discount rate to the anticipated risk adjusted future cash flows. The discount
rate used is derived from the group’s weighted average cost of capital adjusted for asset specific factors as applicable.
Only proven and probable reserves are used in the calculations and the models used approved mine plans and exclude capital expenditure
which enhance the assets or extract tonnes outside of such approved mine plans. An impairment is recognized in the statement of
comprehensive income to the extent that the carrying amount exceeds the assets’ recoverable
amount. The revised carrying amounts are amortized in line with group accounting policies.



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A previously
recognized impairment loss is reversed if the recoverable amount increases as a result of a reversal of the conditions that originally
resulted in the impairment. This reversal is recognized in the statement of comprehensive income and is limited to the carrying
amount that would have been determined, net of depreciation, had no impairment loss been recognized in prior years. Assets are
grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units) for purposes of assessing
impairment. The estimates of future discounted cash flows are subject to risks and uncertainties including the future gold price.
It is therefore reasonably possible that changes could occur which may affect the recoverability of property, plant and equipment,
and investments in joint ventures.



Inventories



Inventories
include ore stockpiles, gold in process and doré, and supplies and spares and are stated at the lower of cost or
net realizable value. The cost of ore stockpiles and gold produced is determined principally by the weighted average cost method
using related production costs. Costs of stockpiles include costs incurred up to the point of stockpiling, such as mining and
grade control costs, but exclude future costs of production.



Costs of gold
inventories include all costs incurred up until production of an ounce of gold such as milling costs, mining costs and directly
attributable mine general and administration costs but exclude transport costs, refining costs and royalties. Net realizable value
is determined with reference to estimated contained gold and market gold prices. Ore extracted is allocated to separate stockpiles
based on estimated grade, with grades below defined cut-off levels treated as waste and expensed. At Kibali, full grade
ore stockpile is above 0.64g/t and no marginal ore is stockpiled while mining oxide material.





The processing
of ore in stockpiles occurs in accordance with the life of mine processing plan that has been optimized based on the known mineral
reserves, current plant capacity and mine design. Ore tonnes contained in the stockpile which exceed the annual tonnes
to be milled as per the mine plan over the next twelve months, are classified as non-current in the statement of financial
position.





Stores
and materials consist of consumable stores and are valued at weighted average cost after appropriate impairment of redundant and
slow-moving items. Consumable inventory for which the group has substantially all the risks and rewards of ownership
are brought onto the statement of financial position as current assets.





Interest/borrowing costs



Interest is
recognized on a time proportion basis, taking into account the principal outstanding and the effective rate over the period to
maturity. Borrowing cost is expensed as incurred except to the extent that it relates directly to the construction of property,
plant and equipment during the time that is required to complete and prepare the asset for its intended use, when it is capitalized
as part of property, plant and equipment. Borrowing cost is capitalized as part of the cost of the asset where it is probable
that the asset will result in economic benefit and where the borrowing cost can be measured reliably.



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Financial instruments



Financial instruments
are measured as set out below. Financial instruments carried on the Statement of Financial Position include 1) cash and cash equivalents,
2) trade and other receivables, 3) trade and other payables, 4) borrowings and 5) available for sale financial assets.



Cash and cash equivalents





Cash and cash
equivalents are carried in the Statement of Financial Position at cost. For the purpose of the Cash Flow Statement, cash and cash
equivalents comprise cash on hand, deposits held at call with banks, other short-term highly liquid investments with a
maturity of three months or less at the date of purchase. In the Statement of Financial Position, bank overdrafts
are included in borrowings in current liabilities and are not considered to form cash and cash equivalents.



Trade and other receivables



Trade and other
receivables are recognized initially at fair value. There is a rebuttable presumption that the transaction price is fair value
unless this could be refuted by reference to market indicators. Subsequently, trade and other receivables are measured at amortized
cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established
when there is objective evidence that the company will not be able to collect all amounts due according to the original terms
of receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial
reorganization, and default or delinquency in payments are considered indicators that the trade receivable may be impaired. The
amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future
cash flows, discounted at the effective interest rate. The amount of the provision is recognized in mining and processing costs
in the Statement of Comprehensive Income.



Trade and other payables



Accounts payable
and other short-term monetary liabilities, are initially recognized at fair value and subsequently carriedat amortized cost using the effective interest method.



Borrowings



Borrowings are
recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any
difference between the proceeds (net of transaction costs) and the redemption value is recognized in the Statement of Comprehensive
Income over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities
unless the company has an unconditional right to defer settlement of the liability for at least 12 months after the statement
of financial position date.



Available for sale financial assets



Available for
sale financial assets are nonderivatives that are either designated in this category or not classified in any of the other
categories. Available for sale financial assets are designated on acquisition.
They are normally included in current assets and are carried at fair value. Where a decline in the fair value of an available
for sale financial asset constitutes objective evidence of impairment, the amount of the loss is recognized in the Statement of
Comprehensive Income within other expenses, other movements in fair value are recognized in other reserves within other comprehensive
income.



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Rehabilitation costs



The net present
value of estimated future rehabilitation costs is provided for in the financial statements and capitalized within mining assets
on initial recognition. Rehabilitation will generally occur on closure or after closure of a mine. Initial recognition is at the
time of the disturbance occurring and thereafter as and when additional disturbances take place. The estimates are reviewed annually
to take into account the effects of inflation and changes in estimates and are discounted using rates that reflect the time value
of money. Annual increases in the provision due to the unwinding of the discount are recognized in the Statement of Comprehensive
Income as a finance cost. The present value of additional disturbances and changes in the estimate of the rehabilitation liability
are capitalized to mining assets against an increase/decrease in the rehabilitation provision. The rehabilitation asset
is amortized as noted previously. Rehabilitation projects undertaken, included in the estimates, are charged to the provision
as incurred.



Environmental
liabilities, other than rehabilitation costs, which relate to liabilities arising from specific events, are expensed when they
are known, probable and may be reasonably estimated.



Provisions



Provisions are
recognized when the company has a present legal or constructive obligation as a result of past events where it is probable that
an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the
amount of the obligation can be made.



Current tax



Current tax
is the tax expected to be payable on the taxable income for the year calculated using rates (and laws) that have been enacted
or substantively enacted by the reporting date. It includes adjustments for tax expected to be payable or recoverable in
respect of previous periods.



Deferred tax



Deferred tax
is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated financial statements. However, if the temporary difference arises from initial
recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects
neither accounting nor taxable profit nor loss, it is not recognized. Deferred tax is determined using tax rates (and laws) that
have been enacted or substantively enacted by the statement of financial position date and are expected to apply when the temporary
differences



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reverses. Deferred
tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary
differences can be utilized.



Share capital



Ordinary shares
are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as
a deduction from the proceeds.



Leases



Determining
whether an arrangement is, or contains, a lease is based on the substance of the arrangement and requires an assessment of whether
fulfillment of the arrangement is dependent on the use of a specific asset or assets and whether the arrangement conveys a right
to use the asset. Leases of plant and equipment where the company assumes a significant portion of risks and rewards of ownership
are classified as a finance lease. Finance leases are capitalized at the estimated present value of the underlying lease payments.
Each lease payment is allocated between the liability and the finance charges to achieve a constant rate on the finance balance
outstanding. The interest portion of the finance payment is charged to the Statement of Comprehensive Income over the lease period.
The plant and equipment acquired under the finance lease are depreciated over the useful lives of the assets, or over the lease
term if shorter.



Leases in which
a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments
made under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the period of the
lease.



Revenue recognition



The group enters
into contracts for the sale of gold. Revenue arising from gold sales under these contracts is recognized when the price is determinable,
the product has been delivered in accordance with the terms of the contract, the significant risks and rewards of ownership have
been transferred to the customer and collection of the sales price is reasonably assured. These criteria are met when the gold
leaves the mines’ smelt houses. As sales from gold contracts are subject to customer survey adjustment, sales are initially
recorded on a provisional basis using the group’s best estimate of the contained metal. Subsequent adjustments are recorded
in revenue to take into account final assay and weight certificates from the refinery, if different from the initial certificates.
The differences between the estimated and actual contained gold have not been material.



Exploration and evaluation costs



The group expenses
all exploration and evaluation expenditures until the directors conclude that a future economic benefit is more likely than not
of being realized, i.e. ‘probable’. While the criteria for concluding that expenditure should be capitalized is always
probable, the information that the directors use to make that determination depends on the level of exploration.



Exploration
and evaluation expenditure on brownfield sites, being those adjacent to mineral deposits which are already being mined or developed,
is expensed as incurred until the directors are able to
demonstrate that future economic benefits are probable through the completion of a prefeasibility study, after which the expenditure
is capitalized as a mine development cost. A ‘prefeasibility study’ consists of a comprehensive study of the viability
of a mineral project that has advanced to a stage where the mining method, in the case of underground mining, or the pit configuration,
in the case of an open pit, has been established, and which, if an effective method of mineral processing has been determined,
includes a financial analysis based on reasonable assumptions of technical, engineering, operating economic factors and the evaluation
of other relevant factors. The prefeasibility study, when combined with existing knowledge of the mineral property that is adjacent
to mineral deposits that are already being mined or developed, allow the directors to conclude that it is more likely than not
that the group will obtain future economic benefit from the expenditures.



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Exploration and evaluation expenditure
on greenfield sites, being those where the group does not have any mineral deposits which are already being mined or developed,
is expensed until such time as the directors have sufficient information to determine that future economic benefits are probable,
after which the expenditure is capitalized as a mine development cost. The information required by directors is typically a final
feasibility study; however, a prefeasibility study may be deemed to be sufficient where the additional work required
to prepare a final feasibility study is not significant or the work done at prefeasibility level clearly demonstrates an economic
asset. Exploration and evaluation expenditure relating to extensions of mineral deposits which are already being mined or
developed, including expenditure on the definition of mineralization of such mineral deposits, is capitalized as a mine development
cost following the completion of an economic evaluation equivalent to a prefeasibility study. This economic evaluation is distinguished
from a prefeasibility study in that some of the information that would normally be determined in a prefeasibility study is instead
obtained from the existing mine or development. This information when combined with existing knowledge of the mineral property
already being mined or developed allows the directors to conclude that more likely than not the company will obtain future
economic benefit from the expenditures. Costs relating to property acquisitions arecapitalized within development costs.







| | 2. | KEY ACCOUNTING ESTIMATES AND JUDGMENTS
| | -- | --------------------------------------



Some of the
accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for
calculating financial estimates or determining the appropriate accounting treatment for a transaction.



By their nature,
these judgments are subject to an inherent degree of uncertainty and are based on historical experience, terms of existing contracts,
management’s view on trends in the gold mining industry and information from outside sources.



The estimates
and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
are discussed below:



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TVA



Included in
trade and other receivables is a recoverable value added tax (TVA) balance of $81 million (all current) owing by the fiscal authorities
in the Democratic Republic of the Congo (DRC).





The TVA balance is considered recoverable
given the receipts obtained during the year, although the recovery and timing is subject to estimates.





The group continues
to seek recovery of TVA in the DRC, in line with its mining convention. Judgment exists in assessing recovery of this TVA balance.



Future rehabilitation obligations



The net present value of current rehabilitation
estimates have been discounted to their present value at 2.5% per annum (2012: 2.5%) being the prevailing risk-free interest
rates. Expenditure is expected to be incurred at the end of the mine life. For further information, including
the carrying amounts of the liabilities, refer to Note 18. A 1% change in the discount rate on the group’s
rehabilitation estimates would result in an impact of US$1.6 million (2012: US$0.9 million) on the provision for environmental
rehabilitation, and an impact of US$0.05 million (2012: Nil) on the statement of comprehensive income. The group had no future
rehabilitation obligation at December 31, 2011.





Gold price assumptions for reserve determination



The following
gold prices were used in the mineral reserves optimization calculation:



|US$/oz |  | 2013 |       |  | 2012 |  |       | 2011 | 
|------ |  | ---- | ----- |  | ---- |  | ----- | ---- | 
|Kibali |  |      | 1,000 |  |      |  | 1,000 |      | 



Changes in the
gold price used could result in changes in the mineral reserve optimization calculations. Mine modeling is a complex process and
hence it is not feasible to perform sensitivities on gold price assumptions in respect of ore reserves.



Determination of ore reserves



The group estimates
its ore reserves and mineral resources based on information compiled by Competent Persons as defined in accordance with the Australasian
Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves of December 2004 (the JORC code). Reserves determined
in this way are used in the calculation of depreciation, amortization and impairment charges, as well as the assessment of the
carrying value of mining assets. There are numerous uncertainties inherent in estimating ore reserves and assumptions that are
valid at the time of estimation may change significantly when new information becomes available. Changes in the forecast prices
of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may, ultimately,
result in the reserves being restated.



Exploration and evaluation expenditure



The group has
to apply judgment in determining whether exploration and evaluation expenditure should be capitalized or expensed. Management
exercises this judgment based on the results of economic evaluations,
prefeasibility or feasibility studies. Costs are capitalized where those studies conclude that more likely than not the group
will obtain future economic benefit from the expenditures.



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Capitalization and depreciation



There are several
methods for calculating depreciation, i.e. the straight line method, the production method using ounces produced and the production
method using tonnes milled. The directors believe that the tonnes milled method is the best indication of plant and infrastructure
usage. Refer to note 1 for the depreciation policy. Estimates are required regarding the allocation of assets to relevant proven
and probable reserves.



The group applies
judgment in allocating costs between operating and capital items in respect of underground mining. Costs are capitalized when
the activity provides access to future ore bodies and are expensed as operating costs when the works involve extraction of ore
from operational sections of the ore body.



Additionally,
judgment was required when determining the date at which commercial production was achieved and depreciation commenced at Kibali.
Similarly, given ongoing mine construction and development, judgment was required in allocating costs between operating costs,
ore stockpiles and ongoing capital works. Costs have been allocated based on the underlying activity and economic benefits.



Stockpiles, gold in process and product
inventories



Costs that are
incurred in or benefit the productive process are accumulated as stockpiles, gold in process and product inventories. Net realizable
value tests are performed at least annually and represent the estimated future sales price of the product based on prevailing
spot metals prices at the reporting date, less estimated costs to complete production and bring the product to sale.



Stockpiles are
measured by estimating the number of tonnes added and removed from the stockpile, the number of contained gold ounces based on
assay data, and the estimated recovery percentage based on the expected processing method. Stockpile tonnages are verified by
periodic surveys.



Carrying values of property, plant and equipment
and mineral properties



The group assesses
at each reporting period whether there is any indication that these assets may be impaired. If such indication exists, the group
estimates the recoverable amount of the asset. The recoverable amount is assessed by reference to the higher of ‘value in
use’ (being the net present value of expected future cash flows of the relevant cash generating unit) and ‘fair value
less cost to sell’. The estimates used for impairment reviews are based on detailed mine plans and operating plans. Future
cash flows are based on estimates of:



·the
quantities of the proven and probable reserves being reserves for which there is a high degree of confidence in
economic extraction;



·future
production levels;



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| | 2. | KEY ACCOUNTING ESTIMATES AND JUDGMENTS (CONTINUED)
| | -- | --------------------------------------------------



·future
commodity prices;



·future
cash cost of production and capital expenditure associated with extraction of the proven and probable reserves in the approved
mine plan;



·future
gold prices – a gold price curve from a leading merchant bank was used for the impairment calculations starting at a US$1,250
gold price and discount rate of 9.4% pre-tax.



The impairment
test did not indicate impairment and head room existed at the mine. Given the significance of gold prices and the longevity of
the mine plan, the directors consider gold price and discount rate sensitivities to be relevant. A reduction in forward gold prices
in excess of 14% would give rise to material impairment. The discount rate would need to increase by
at least 54% to 14.48% to give rise to impairment at the mine with the greatest discount rate sensitivity. However, having
considered such scenarios, the directors remain satisfied that no impairment is appropriate. The model is considered suitably
conservative with proven and probable reserves determined based on US$1,000/oz gold price.



| | 3. | OTHER INCOME
| | -- | ------------



|                           |  | Dec. 31, |       |  | Dec. 31, |  |     | Dec. 31, | 
|-------------------------- |  | -------- | ----- |  | -------- |  | --- | -------- | 
|$000                       |  | 2013     |       |  | 2012     |  |     | 2011     | 
|From operating activities  |  |          |       |  |          |  |     |          | 
|Lease income               |  |          | -     |  |          |  | -   |          | 
|Operation of guest house   |  |          | 1,379 |  |          |  | 286 |          | 
|Net foreign exchange gains |  |          | 1,656 |  |          |  | -   |          | 
|                           |  |          | 3,035 |  |          |  | 286 |          | 



The total other income is not considered to
be part of the main revenue generating activities, the group presents this income separately from revenue.



| | 4. | MINING AND PROCESSING COSTS
| | -- | ---------------------------



|                                                    |  | Dec. 31, |         |   | Dec. 31, |  |   | Dec. 31, | 
|--------------------------------------------------- |  | -------- | ------- | - | -------- |  | - | -------- | 
|$000                                                |  | 2013     |         |   | 2012     |  |   | 2011     | 
|Mining and processing costs comprise                |  |          |         |   |          |  |   |          | 
|Mine production costs                               |  |          | 22,577  |   |          |  | - |          | 
|Movement in production inventory and ore stockpiles |  |          | (10,596 | ) |          |  | - |          | 
|Depreciation and amortization                       |  |          | 14,863  |   |          |  | - |          | 
|Other mining and processing costs                   |  |          | 26,608  |   |          |  | - |          | 
|                                                    |  |          | 53,452  |   |          |  | - |          | 



| | 5. | EXPLORATION and corporate expenditure
| | -- | -------------------------------------



|                                               |  | Dec. 31, |       |  | Dec. 31, |  |       | Dec. 31, | 
|---------------------------------------------- |  | -------- | ----- |  | -------- |  | ----- | -------- | 
|$000                                           |  | 2013     |       |  | 2012     |  |       | 2011     | 
|Exploration and corporate expenditure comprise |  |          |       |  |          |  |       |          | 
|Exploration expenditure                        |  |          | 3,284 |  |          |  | 1,632 |          | 
|Corporate expenditure                          |  |          | 2,627 |  |          |  | 3,898 |          | 
|                                               |  |          | 5,911 |  |          |  | 5,530 |          | 



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| | 6. | FINANCE INCOME AND COSTS
| | -- | ------------------------



|                                                    |  | Dec. 31, |        |   | Dec. 31, |  |        | Dec. 31, | 
|--------------------------------------------------- |  | -------- | ------ | - | -------- |  | ------ | -------- | 
|$000                                                |  | 2013     |        |   | 2012     |  |        | 2011     | 
|Finance income                                      |  |          |        |   |          |  |        |          | 
|Bank Interest                                       |  |          | 42     |   |          |  | 26     |          | 
|Interest received – loans and receivables           |  |          | 3,924  |   |          |  | 1,422  |          | 
|Total finance income                                |  |          | 3,966  |   |          |  | 1,448  |          | 
|Finance costs                                       |  |          |        |   |          |  |        |          | 
|Interest expense on finance lease                   |  |          | (4,495 | ) |          |  | (1,825 | )        | 
|Interest expense on bank borrowings                 |  |          | (1     | ) |          |  | (14    | )        | 
|Interest capitalized                                |  |          | 3,360  |   |          |  | 1,825  |          | 
|Unwind of discount on provisions for rehabilitation |  |          | (116   | ) |          |  | -      |          | 
|Total finance costs                                 |  |          | (1,252 | ) |          |  | (14    | )        | 
|Net finance income                                  |  |          | 2,714  |   |          |  | 1,434  |          | 



| | 7. | INCOME TAXES
| | -- | ------------







|                  |  |  |    |  | Dec. 31, |  |        | Dec. 31, |  |  | Dec. 31, | 
|----------------- |  |  | -- |  | -------- |  | ------ | -------- |  |  | -------- | 
|$000              |  |  |    |  | 2013     |  |        | 2012     |  |  | 2011     | 
|Current taxation  |  |  |    |  |          |  | 121    |          |  |  | -        | 
|Deferred taxation |  |  | 10 |  |          |  | (4,860 | )        |  |  | -        | 
|                  |  |  |    |  |          |  | (4,739 | )        |  |  | -        | 



The tax on the
group’s profit before tax differs from the theoretical amount that would arise using the statutory tax rate applicable to
the group’s operations. Deferred taxation is discussed in note 10.



|                                                |  | Dec. 31, |        |   | Dec. 31, |  |        | Dec. 31, | 
|----------------------------------------------- |  | -------- | ------ | - | -------- |  | ------ | -------- | 
|$000                                            |  | 2013     |        |   | 2012     |  |        | 2011     | 
|Profit/(loss) before tax                        |  |          | 52,828 |   |          |  | (3,756 | )        | 
|Tax calculated at the effective tax rate of 30% |  |          | 15,848 |   |          |  | (1,127 | )        | 
|Reconciling items:                              |  |          |        |   |          |  |        |          | 
|Exempt income                                   |  |          | (7,903 | ) |          |  | (3,207 | )        | 
|Previous unrecognized losses utilized           |  |          | (9,294 | ) |          |  | -      |          | 
|Assessed loss not utilized                      |  |          | -      |   |          |  | 4,334  |          | 
|Net capital allowances not deductible           |  |          | (3,511 | ) |          |  | -      |          | 
|Corporate tax at 1/1000 from turnover           |  |          | 121    |   |          |  | -      |          | 
|Taxation charges                                |  |          | (4,739 | ) |          |  | -      |          | 



The group is
not subject to income tax in Jersey. In the Democratic Republic of Congo, the effective tax rate is 30%. The Kibali operations
attract corporation tax in the DRC. Kibali is required to pay a minimum of 1/1000 of the company’s revenue which resulted
in a minimum corporate tax of $0.122 million. Kibali operations have capital allowances and non-capital tax losses for deduction
against future mining income. Kibali (Jersey) Limited’s estimated gross non-capital tax losses carried forward from 2012
amounted to US$30.9 million (2011: US$23.3 million) (2010: US$19.6 million) and gross capital allowances which have been recognized
and not utilized carried forward from 2012 amounted to US$6.8 million (2011: US$1.9 million) (2010: US$2.1 million). Deferred
taxation is discussed in Note 10.



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| | 8. | PROPERTY, PLANT AND EQUIPMENT
| | -- | -----------------------------



|                                                                                     |  | Dec. 31, |           |   | Dec. 31, |  |         | Dec. 31, | 
|------------------------------------------------------------------------------------ |  | -------- | --------- | - | -------- |  | ------- | -------- | 
|$000                                                                                 |  | 2013     |           |   | 2012     |  |         | 2011     | 
|Mine properties, mine development costs and mine plant facilities and equipment cost |  |          |           |   |          |  |         |          | 
|Cost                                                                                 |  |          |           |   |          |  |         |          | 
|Balance at the beginning of the year                                                 |  |          | 822,297   |   |          |  | 232,431 |          | 
|Additions                                                                            |  |          | 762,156   |   |          |  | 589,866 |          | 
|Balance at the end of the year                                                       |  |          | 1,584,453 |   |          |  | 822,297 |          | 
|                                                                                     |  |          |           |   |          |  |         |          | 
|Accumulated depreciation                                                             |  |          |           |   |          |  |         |          | 
|Balance at the beginning of the year                                                 |  |          | (11,500   | ) |          |  | (4,692  | )        | 
|Depreciation charged for the year                                                    |  |          | (19,378   | ) |          |  | (6,808  | )        | 
|Balance at the end of the year                                                       |  |          | (30,878   | ) |          |  | (11,500 | )        | 
|                                                                                     |  |          |           |   |          |  |         |          | 
|Net book value                                                                       |  |          | 1,553,575 |   |          |  | 810,797 |          | 
|                                                                                     |  |          |           |   |          |  |         |          | 
|Short-lived assets                                                                   |  |          |           |   |          |  |         |          | 



Included in
property, plant and equipment are short-lived assets which are depreciated over a short life which reflects their likely useful
economic life and are comprised of motor vehicles, computer equipment, aircrafts, fixtures and fittings. The net book value of
these assets was US$3.8 million at December 31, 2013 (US$3.7 million at December 31, 2012) (US$5.5 million at December 31, 2011).



Rehabilitation asset





A rehabilitation asset has been recognized
in the period relating to the rehabilitation liability to the value of US$8.0 million (2012: US$4.7 million) (2011: US$
Nil) (refer to Note 18). Depreciation of the rehabilitation asset began on October 1, 2013 when the group mine commenced commercial
production. The asset is depreciated over the life of the mine on a unit of production basis.



Leased assets



The net carrying
amount of property, plant and equipment includes the following amount in respect of assets held under finance lease (refer to
Note 20):



|                        |  | Dec. 31, |        |  | Dec. 31, |  |        | Dec. 31, | 
|----------------------- |  | -------- | ------ |  | -------- |  | ------ | -------- | 
|$000                    |  | 2013     |        |  | 2012     |  |        | 2011     | 
|KAS 1 Limited equipment |  |          | 53,960 |  |          |  | 56,737 |          | 





KAS 1 Limited is an
asset leasing joint venture in which the group has a 50.1% interest. Together with DTP Terrassement, the group provides
funding to KAS 1 Limited to buy the assets and in return leases the assets under a finance lease to Kibali Goldmines Sprl, a
subsidiary of the group. Refer note 11, 20, 26 and 27.





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| | 9. | MINERAL PROPERTIES
| | -- | ------------------



|                                                            |  | Dec. 31, |         |   | Dec. 31, |  |         | Dec. 31, | 
|----------------------------------------------------------- |  | -------- | ------- | - | -------- |  | ------- | -------- | 
|$000                                                        |  | 2013     |         |   | 2012     |  |         | 2011     | 
|Cost                                                        |  |          |         |   |          |  |         |          | 
|At the beginning of the year                                |  |          | 745,092 |   |          |  | 745,092 |          | 
|Adjustment in respect of the settlement of acquisition cost |  |          | -       |   |          |  | -       |          | 
|At the end of the year                                      |  |          | 745,092 |   |          |  | 745,092 |          | 
|Amortization                                                |  |          |         |   |          |  |         |          | 
|At the beginning of the year                                |  |          | -       |   |          |  | -       |          | 
|Charge for the year                                         |  |          | (2,164  | ) |          |  | -       |          | 
|At the end of the year                                      |  |          | (2,164  | ) |          |  | -       |          | 
|                                                            |  |          |         |   |          |  |         |          | 
|Net book value                                              |  |          | 745,928 |   |          |  | 745,092 |          | 



Mineral properties represent the fair
value attributable to license interest on the acquisition of Moto Goldmines Limited (‘Moto’) in 2009.
Principally being a 70% interest in the Moto project, as well as a further 20% interest in the Moto project.
The balance has been amortized over the life of mine on a unit of production basis since the group commenced commercial
production at October 1, 2013.





| | 10. | DEFERRED TAXATION
| | --- | -----------------



|                                                                                                                              |  | Dec. 31, |          |   | Dec. 31, |  |   | Dec. 31, | 
|----------------------------------------------------------------------------------------------------------------------------- |  | -------- | -------- | - | -------- |  | - | -------- | 
|$000                                                                                                                          |  | 2013     |          |   | 2012     |  |   | 2011     | 
|Deferred taxation is calculated on temporary differences under the liability method using a tax rate of 30% in respect of the |  |          |          |   |          |  |   |          | 
|DRC operations.                                                                                                               |  |          |          |   |          |  |   |          | 
|The movement on deferred taxation is as follows:                                                                              |  |          |          |   |          |  |   |          | 
|At the beginning of the year                                                                                                  |  |          | -        |   |          |  | - |          | 
|Statement of comprehensive income                                                                                             |  |          | 4,860    |   |          |  | - |          | 
|At the end of the year                                                                                                        |  |          | 4,860    |   |          |  | - |          | 
|                                                                                                                              |  |          |          |   |          |  |   |          | 
|Deferred taxation comprise the following:                                                                                     |  |          |          |   |          |  |   |          | 
|Tax losses carried forward attributable to accelerated capital allowances                                                     |  |          | 222,046  |   |          |  | - |          | 
|Property, plant and equipment                                                                                                 |  |          | (217,057 | ) |          |  | - |          | 
|Rehabilitation provision                                                                                                      |  |          | (129     | ) |          |  | - |          | 
|Net deferred taxation asset                                                                                                   |  |          | 4,860    |   |          |  | - |          | 



Deferred tax assets are expected to be utilized against future taxable profits arising within the Kibali (Jersey) Limited group following commencement of
commercial production in 2013.



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| | 11. | TRADE AND OTHER RECEIVABLES
| | --- | ---------------------------



|                                                                 |  | Dec. 31, |         |  | Dec. 31, |  |        | Dec. 31, | 
|---------------------------------------------------------------- |  | -------- | ------- |  | -------- |  | ------ | -------- | 
|$000                                                             |  | 2013     |         |  | 2012     |  |        | 2011     | 
|Advances to contractors                                          |  |          | 24,869  |  |          |  | 3,821  |          | 
|Trade receivables                                                |  |          | 17,006  |  |          |  | -      |          | 
|Prepayments and other receivables                                |  |          | 16,567  |  |          |  | 21,871 |          | 
|Loan to Société minière de Kilo Moto (Sokimo) (refer to Note 27) |  |          | 13,696  |  |          |  | 10,619 |          | 
|Other loans                                                      |  |          | 8,082   |  |          |  | -      |          | 
|TVA receivables                                                  |  |          | 80,961  |  |          |  | 47,030 |          | 
|Hire purchase loans                                              |  |          | 7,083   |  |          |  | 8,412  |          | 
|                                                                 |  |          | 168,264 |  |          |  | 91,753 |          | 
|Less: Non-current portion                                        |  |          |         |  |          |  |        |          | 
|                                                                 |  |          |         |  |          |  |        |          | 
|Loan to Sokimo                                                   |  |          | 13,696  |  |          |  | 10,619 |          | 
|Other loans                                                      |  |          | 5,765   |  |          |  | -      |          | 
|Hire purchase loans                                              |  |          | 3,468   |  |          |  | 5,319  |          | 
|                                                                 |  |          | 22,929  |  |          |  | 15,938 |          | 
|                                                                 |  |          |         |  |          |  |        |          | 
|Current portion                                                  |  |          | 145,335 |  |          |  | 75,815 |          | 



The fair values
of trade and other receivables classified as loans and receivables are as follows:



|                                  |  | Dec. 31, |         |  | Dec. 31, |  |         | Dec. 31, | 
|--------------------------------- |  | -------- | ------- |  | -------- |  | ------- | -------- | 
|$000                              |  | 2013     |         |  | 2012     |  |         | 2011     | 
|Advances to contractors           |  |          | 24,869  |  |          |  | 3,821   |          | 
|Trade receivables                 |  |          | 17,006  |  |          |  | -       |          | 
|Prepayments and other receivables |  |          | 16,567  |  |          |  | 21,871  |          | 
|Loan to Sokimo (note 27)          |  |          | 13,696  |  |          |  | 10,619  |          | 
|Loan to KAS 1 Limited (note 27)   |  |          | 29,076  |  |          |  | 27,237  |          | 
|Other loans                       |  |          | 8,082   |  |          |  | -       |          | 
|TVA receivables                   |  |          | 80,961  |  |          |  | 47,030  |          | 
|Hire purchase loans               |  |          | 7,083   |  |          |  | 8,412   |          | 
|                                  |  |          | 197,340 |  |          |  | 118,990 |          | 



The classes
within trade and other receivables do not contain impaired assets. The credit quality of receivables that are not past due or
impaired remains very high. The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable
mentioned above. The company does not hold any collateral as security. Refer to note 22 for further information on the concentration
of credit risk.



The terms of
payment of trade receivables is less than seven days, advances to contractors 30 days and value added taxation is recoverable
over six months. The group continues to seek recovery of TVA in the DRC in line with its mining convention. Judgment exists in
assessing recovery of this amount.



The loan to
Sokimo bears interest at 8% and will be repaid through future dividends.



The hire purchase
loans bear interest at the aggregate of 10% and the Federal Reserve Rate of 0.75%. The loans are repayable over three years.



The loan to
KAS 1 Limited bears interest at 8% and has no fixed repayment terms.



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Included in “Other loans”
is a loan of $7.6 million, repayable through future deductions from invoices. The balance of “Other
loans” includes a loan to Randgold Resources Limited of $0.3 million which has no terms of repayment.



All non-current
receivables are due after 12 months.



| | 12. | INVENTORIES AND ORE STOCKPILES
| | --- | ------------------------------



|                   |  | Dec. 31, |         |  | Dec. 31, |  |       | Dec. 31, | 
|------------------ |  | -------- | ------- |  | -------- |  | ----- | -------- | 
|$000               |  | 2013     |         |  | 2012     |  |       | 2011     | 
|Consumables stores |  |          | 33,024  |  |          |  | 5,735 |          | 
|Ore stockpiles     |  |          | 72,492  |  |          |  | -     |          | 
|Gold in process    |  |          | 6,889   |  |          |  | -     |          | 
|                   |  |          | 112,405 |  |          |  | 5,735 |          | 



All inventory
and ore stockpiles are stated at the lower of cost or net realizable value.



| | 13. | AVAILABLE FOR SALE FINANCIAL ASSET
| | --- | ----------------------------------



|                                                             |  | Dec. 31, |      |   | Dec. 31, |  |       | Dec. 31, | 
|------------------------------------------------------------ |  | -------- | ---- | - | -------- |  | ----- | -------- | 
|$000                                                         |  | 2013     |      |   | 2012     |  |       | 2011     | 
|Balance at the beginning of the year                         |  |          | 945  |   |          |  | 1,309 |          | 
|Fair value movement recognized in other comprehensive income |  |          | (755 | ) |          |  | (393  | )        | 
|Exchange differences                                         |  |          | (44  | ) |          |  | 29    |          | 
|Balance at the end of the year                               |  |          | 146  |   |          |  | 945   |          | 



| | 14. | CASH AND CASH EQUIVALENTS
| | --- | -------------------------



|                                                     |  | Dec. 31, |       |  | Dec. 31, |  |        | Dec. 31, | 
|---------------------------------------------------- |  | -------- | ----- |  | -------- |  | ------ | -------- | 
|$000                                                 |  | 2013     |       |  | 2012     |  |        | 2011     | 
|Cash at bank and in hand (excluding Bank overdrafts) |  |          | 4,681 |  |          |  | 11,913 |          | 



| | 15. | SHARE CAPITAL AND PREMIUM
| | --- | -------------------------



The total authorized
number of ordinary shares is 10,000 (2012: 10,000) (2011: 10,000) for the total value of US$ 1,000
(2012: US$ 1,000) (2011: US$ 1,000). All issued shares are fully paid. The total number of issued shares at December
31, 2013 was 4,428 shares (2012: 2,890) (2011: 1,786).



Randgold Resources
Limited and AngloGold Ashanti Limited are joint venture partners and shareholders of Kibali (Jersey) Limited, having acquired
all 4,428 outstanding ordinary shares.



Please refer
to the Statement of Changes in Equity on page F-61 of this Annual Report for more detail on the annual movement of share
capital and share premium.



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|                                                       |  | Dec. 31, |   |  | Dec. 31, |  |   | Dec. 31, | 
|------------------------------------------------------ |  | -------- | - |  | -------- |  | - | -------- | 
|$000                                                   |  | 2013     |   |  | 2012     |  |   | 2011     | 
|Movement in the number of ordinary shares outstanding: |  |          |   |  |          |  |   |          | 
|Balance at the beginning of the year                   |  |          | 3 |  |          |  | 2 |          | 
|Shares issued                                          |  |          | 1 |  |          |  | 1 |          | 
|Balance at the end of the year                         |  |          | 4 |  |          |  | 3 |          | 



| | 16. | NON-CONTROLLING INTEREST
| | --- | ------------------------



|                                                        |  | Dec. 31, |        |  | Dec. 31, |  |        | Dec. 31, | 
|------------------------------------------------------- |  | -------- | ------ |  | -------- |  | ------ | -------- | 
|$000                                                    |  | 2013     |        |  | 2012     |  |        | 2011     | 
|Balance at the beginning of the year                    |  |          | 14,870 |  |          |  | 15,197 |          | 
|Non-controlling interest in results of Kibali Goldmines |  |          | 3,404  |  |          |  | (327   | )        | 
|Balance at the end of the year                          |  |          | 18,274 |  |          |  | 14,870 |          | 



The non-controlling interest represents
the 10% interest Société minière de Kilo Moto (Sokimo) has in Kibali Goldmines Limited, which is a
subsidiary of Kibali (Jersey) Limited.





| | 17. | LOANS AND BORROWINGS
| | --- | --------------------



|                                                |  | Dec. 31, |        |  | Dec. 31, |  |        | Dec. 31, | 
|----------------------------------------------- |  | -------- | ------ |  | -------- |  | ------ | -------- | 
|$000                                            |  | 2013     |        |  | 2012     |  |        | 2011     | 
|Non-current                                     |  |          |        |  |          |  |        |          | 
|Finance lease liability (note 20)               |  |          | 53,013 |  |          |  | 53,182 |          | 
|Loan – Randgold Resources Ltd (note 27)         |  |          | 216    |  |          |  | 206    |          | 
|Loan – Société des Mines de Tongon SA (note 27) |  |          | 178    |  |          |  | -      |          | 
|Loan – Société des Mines de Loulo SA (note 27)  |  |          | 23     |  |          |  | -      |          | 
|                                                |  |          | 53,430 |  |          |  | 53,388 |          | 
|Current                                         |  |          |        |  |          |  |        |          | 
|Finance lease liability (note 20)               |  |          | 4,736  |  |          |  | 5,912  |          | 
|Loan – Randgold Resources Ltd                   |  |          | 864    |  |          |  | 6,383  |          | 
|Bank overdraft                                  |  |          | -      |  |          |  | 5,581  |          | 
|                                                |  |          | 5,600  |  |          |  | 17,876 |          | 
|                                                |  |          |        |  |          |  |        |          | 
|Total loans and borrowings                      |  |          | 59,030 |  |          |  | 71,264 |          | 



Finance lease liability



The finance
lease liability is due to KAS 1 Limited in respect of the equipment which has been transferred to the group under an installment
sale agreement. The finance lease liability is interest bearing at 8% and is to be reduced by rental payments monthly as agreed
in the installment sale agreement. The finance lease is secured by the leased assets. (refer to Note 8)



Loan – Randgold Resources Limited



Randgold Resources
Limited, a joint venture partner and operator of the Kibali project, incurs management fees and other expenses as part of its role
as operator of the mine on behalf of the Kibali (Jersey) Limited group. The loan bears no interest and is repayable on a monthly
basis. The non-current portion bears no interest and is due for repayment after one year.



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| | 18. | PROVISION FOR REHABILITATION
| | --- | ----------------------------



|                                     |  | Dec. 31, |       |  | Dec. 31, |  |       | Dec. 31, | 
|------------------------------------ |  | -------- | ----- |  | -------- |  | ----- | -------- | 
|$000                                 |  | 2013     |       |  | 2012     |  |       | 2011     | 
|Balance at the beginning of the year |  |          | 4,652 |  |          |  | -     |          | 
|Unwinding of discount                |  |          | 116   |  |          |  | -     |          | 
|Change in estimates                  |  |          | 3,442 |  |          |  | -     |          | 
|New provision raised                 |  |          | -     |  |          |  | 4,652 |          | 
|Balance at the end of the year       |  |          | 8,210 |  |          |  | 4,652 |          | 



The provisions
for rehabilitation costs include estimates for the effect of inflation and changes in estimates and have been discounted to their
present value at 2.5% (2012: 2.5%) per annum, being an estimate derived from the risk-free rate. Management have based
the provision for environmental rehabilitation on standards set by the World Bank, which require an environmental management plan,
an annual environmental report, a closure plan, an up-to-date register of plans of the facility, preservation of public safety
on closure, carrying out rehabilitation works and ensuring sufficient funds exist for the closure works. However, it is reasonably
possible that the estimate of its ultimate rehabilitation liability could change as a result of changes in regulations or cost
estimates. The group is committed to rehabilitation of its property. It makes use of independent environmental consultants for
advice and it also uses past experience in similar situations to ensure that the provision for rehabilitation is adequate. The
current Life of Mine (LOM) plan envisages the expected outflow to occur at the end of the LOM, which is 2031
for the Kibali Gold mine.



| | 19. | TRADE AND OTHER PAYABLES
| | --- | ------------------------



|                                |  | Dec. 31, |        |  | Dec. 31, |  |        | Dec. 31, | 
|------------------------------- |  | -------- | ------ |  | -------- |  | ------ | -------- | 
|$000                            |  | 2013     |        |  | 2012     |  |        | 2011     | 
|Trade payables                  |  |          | 13,723 |  |          |  | 12,439 |          | 
|Payroll and other compensations |  |          | 1,734  |  |          |  | 1,260  |          | 
|Accruals and other payables     |  |          | 75,669 |  |          |  | 36,004 |          | 
|                                |  |          | 91,126 |  |          |  | 49,703 |          | 



Accruals and
other payables include retention amounts of US$17.1 million (2012: US$8.6 million) (2011: US$ Nil).



Trade and other
payables are all due within  120 days.



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| | 20. | LEASES
| | --- | ------



The finance
lease liability recognized is in respect of mining vehicles which have been used in excavation and hauling of waste rock and ore
under an installment sale agreement.



The lease liability
is effectively secured as the rights to the leased asset revert to the lessor in the event of default.



|                                                            |  | Dec. 31, |         |   | Dec. 31, |  |         | Dec. 31, | 
|----------------------------------------------------------- |  | -------- | ------- | - | -------- |  | ------- | -------- | 
|$000                                                        |  | 2013     |         |   | 2012     |  |         | 2011     | 
|Gross finance lease liabilities – minimum lease payments:   |  |          |         |   |          |  |         |          | 
|No later than 1 year                                        |  |          | 9,176   |   |          |  | 8,486   |          | 
|Later than 1 year and no later than 5 years                 |  |          | 35,968  |   |          |  | 28,477  |          | 
|Later than 5 years                                          |  |          | 36,186  |   |          |  | 47,862  |          | 
|Future finance charges                                      |  |          | (23,581 | ) |          |  | (25,731 | )        | 
|Present value of the finance lease liability                |  |          | 57,749  |   |          |  | 59,094  |          | 
|                                                            |  |          |         |   |          |  |         |          | 
|Present value of the finance lease liability is as follows: |  |          |         |   |          |  |         |          | 
|No later than 1 year                                        |  |          | 4,736   |   |          |  | 5,912   |          | 
|Later than 1 year and no later than 5 years                 |  |          | 22,399  |   |          |  | 19,839  |          | 
|Later than 5 years                                          |  |          | 30,614  |   |          |  | 33,343  |          | 
|                                                            |  |          | 57,749  |   |          |  | 59,094  |          | 



| | 21. | SEGMENTAL INFORMATION
| | --- | ---------------------



Operating segments
have been identified on the basis of internal reports about components of the group that are regularly reviewed by the group’s
chief operating decision maker. The operating segments included in the internal reports are determined on the basis of their significance
to the group. In particular, the operating mine is reported as a separate segment. KAS 1 Limited joint venture is included within
the corporate segment. The group’s chief operating decision maker is considered by management to be the board of directors. An analysis of the group’s business segments, excluding intergroup transactions, is set out below. Major
customers are not identifiable because all gold is sold to an agent.



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|Country of operation                               |  | DRC    |            |   | Jersey    |  |            |                          |  |  |            |  
|-------------------------------------------------- |  | ------ | ---------- | - | --------- |  | ---------- | ------------------------ |  |  | ---------- | -
|US$000                                             |  | Kibali |            |   | Corporate |  |            | Intercompanyeliminations |  |  | Total      |  
|Year ended December 31, 2013                       |  |        |            |   |           |  |            |                          |  |  |            |  
|Profit and loss                                    |  |        |            |   |           |  |            |                          |  |  |            |  
|Total revenue                                      |  |        | 109,229    |   |           |  | -          |                          |  |  | -          |  
|Mining and processing costs excluding depreciation |  |        | (37,954    | ) |           |  | -          |                          |  |  | 90         |  
|Depreciation and amortization                      |  |        | (14,670    | ) |           |  | (193       | )                        |  |  | -          |  
|Mining and processing costs                        |  |        | (52,624    | ) |           |  | (193       | )                        |  |  | 90         |  
|Transport and refining costs                       |  |        | (158       | ) |           |  | -          |                          |  |  | -          |  
|Royalties                                          |  |        | (2,765     | ) |           |  | -          |                          |  |  | -          |  
|Exploration and corporate expenditure              |  |        | (3,325     | ) |           |  | (2,586     | )                        |  |  | -          |  
|Other (expenses)/income                            |  |        | 733        |   |           |  | (99,094    | )                        |  |  | 100,807    |  
|Finance costs                                      |  |        | (25,535    | ) |           |  | (1         | )                        |  |  | 24,284     |  
|Finance income                                     |  |        | 931        |   |           |  | 125,901    |                          |  |  | (122,866   | )
|Profit before income tax                           |  |        | 26,486     |   |           |  | 24,026     |                          |  |  | 2,316      |  
|Income tax expense                                 |  |        | 4,739      |   |           |  | -          |                          |  |  | -          |  
|Net profit                                         |  |        | 31,225     |   |           |  | 24,026     |                          |  |  | 2,316      |  
|Capital expenditure                                |  |        | 746,661    |   |           |  | 1,523      |                          |  |  | -          |  
|Total assets                                       |  |        | 2,160,846  |   |           |  | 5,884,188  |                          |  |  | (5,429,084 | )
|Total liabilities                                  |  |        | (2,179,676 | ) |           |  | (2,890,543 | )                        |  |  | 4,911,732  |  
|                                                   |  |        |            |   |           |  |            |                          |  |  |            |  
|Year ended December 31, 2012                       |  |        |            |   |           |  |            |                          |  |  |            |  
|Profit and loss                                    |  |        |            |   |           |  |            |                          |  |  |            |  
|Total revenue                                      |  |        | -          |   |           |  | -          |                          |  |  | -          |  
|Mining and processing costs excluding depreciation |  |        | -          |   |           |  | -          |                          |  |  | -          |  
|Depreciation and amortization                      |  |        | (2,213     | ) |           |  | (10        | )                        |  |  | -          |  
|Mining and processing costs                        |  |        | (2,213     | ) |           |  | (10        | )                        |  |  | -          |  
|Exploration and corporate expenditure              |  |        | (1,395     | ) |           |  | (1,584     | )                        |  |  | -          |  
|Other (expenses)/income                            |  |        | (71        | ) |           |  | 1,009      |                          |  |  | (926       | )
|Finance costs                                      |  |        | (7         | ) |           |  | (7         | )                        |  |  | -          |  
|Finance income                                     |  |        | 420        |   |           |  | 52,279     |                          |  |  | (51,251    | )
|Profit/(loss) before income tax                    |  |        | (3,266     | ) |           |  | 51,687     |                          |  |  | (52,177    | )
|Income tax expense                                 |  |        | -          |   |           |  | -          |                          |  |  | -          |  
|Net profit/(loss)                                  |  |        | (3,266     | ) |           |  | 51,687     |                          |  |  | (52,177    | )
|Capital expenditure                                |  |        | 522,487    |   |           |  | 84         |                          |  |  | -          |  
|Total assets                                       |  |        | 1,136,739  |   |           |  | 4,463,610  |                          |  |  | (3,906,823 | )
|Total liabilities                                  |  |        | (1,175,613 | ) |           |  | (2,338,658 | )                        |  |  | 3,388,652  |  
|                                                   |  |        |            |   |           |  |            |                          |  |  |            |  
|Year ended December 31, 2011                       |  |        |            |   |           |  |            |                          |  |  |            |  
|Profit and loss                                    |  |        |            |   |           |  |            |                          |  |  |            |  
|Total revenue                                      |  |        | -          |   |           |  | -          |                          |  |  | -          |  
|Mining and processing costs excluding depreciation |  |        | -          |   |           |  | -          |                          |  |  | -          |  
|Depreciation and amortization                      |  |        | (1,949     | ) |           |  | (12        | )                        |  |  | -          |  
|Mining and processing costs                        |  |        | (1,949     | ) |           |  | (12        | )                        |  |  | -          |  
|Exploration and corporate expenditure              |  |        | -          |   |           |  | (1,093     | )                        |  |  | -          |  
|Other (expenses)/income                            |  |        | 1,632      |   |           |  | (1,487     | )                        |  |  | 1,836      |  
|Finance costs                                      |  |        | (4         | ) |           |  | (2         | )                        |  |  | -          |  
|Finance income                                     |  |        | 762        |   |           |  | 12,426     |                          |  |  | (12,401    | )
|Profit/(loss) before income tax                    |  |        | 441        |   |           |  | 9,832      |                          |  |  | (10,565    | )
|Income tax expense                                 |  |        | -          |   |           |  | -          |                          |  |  | -          |  
|Net profit/(loss)                                  |  |        | 441        |   |           |  | 9,832      |                          |  |  | (10,565    | )
|Capital expenditure                                |  |        | 160,697    |   |           |  | 1,520      |                          |  |  | -          |  
|Total assets                                       |  |        | 437,581    |   |           |  | 3,237,696  |                          |  |  | (2,683,726 | )
|Total liabilities                                  |  |        | (462,743   | ) |           |  | (1,760,633 | )                        |  |  | 2,207,286  |  



| | 22. | FINANCIAL
                                         RISK MANAGEMENT
| | --- | ------------------------------------------------------------------



In the normal course of its operations,
the group is exposed to gold price, currency, interest rate, credit and liquidity risks. In order to manage these risks, the group
may enter into transactions which make use of on-balance sheet derivatives, but none were entered into in the current year. The
group does not acquire, hold or issue derivatives for trading purposes. The group has developed a risk management process to facilitate,
control and monitor these risks. The board has approved and monitors this risk management
process, inclusive of documented treasury policies, counterpart limits, controlling and reporting structures.



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Foreign
exchange and commodity price risk





In the normal course of business, the
group enters into transactions denominated in foreign currencies (primarily Euro, British pound, South African rand, Communauté
Financière Africaine franc and Australian dollar). As a result, the group is subject to exposure from fluctuations in foreign
currency exchange rates. In general, the group does not enter into derivatives to manage these currency risks and none existed
in 2013, 2012 or 2011. Generally, the group does not hedge its exposure to gold price fluctuation risk and gold was sold at market
spot prices in 2013, 2012 and 2011. Gold sales are made in U.S. dollars and do not expose the group to any currency
fluctuation risk. The group is also exposed to fluctuations in the price of consumables, such as fuel, steel, rubber, cyanide
and lime, mainly due to changes in the price of oil, as well as fluctuations in exchange rates.





|$000                                                                                                                                                 |  | Dec. 31,2013 |        |   | Dec. 31,2012 |  |        | Dec. 31,2011 | 
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------ | - | ------------ |  | ------ | ------------ | 
|Level of exposure of foreign currency risk carrying value of foreign currency balances.  Cash and cash equivalents includes balances denominated in: |  |              |        |   |              |  |        |              | 
|·Communauté
    Financière Africaine franc (CFA)                                                                                                     |  |              | 71     |   |              |  | 3      |              | 
|·Euro
    (EUR)                                                                                                                                      |  |              | 71     |   |              |  | 410    |              | 
|·South
    African rand (ZAR)                                                                                                                        |  |              | 217    |   |              |  | 166    |              | 
|·British
    pound (GBP)                                                                                                                             |  |              | 82     |   |              |  | 1      |              | 
|·Australian
    Dollar (AUD)                                                                                                                         |  |              | 407    |   |              |  | 464    |              | 
|                                                                                                                                                     |  |              |        |   |              |  |        |              | 
|Trade and other receivables includes balances denominated in:                                                                                        |  |              |        |   |              |  |        |              | 
|·Communauté
    Financière Africaine franc (CFA)                                                                                                     |  |              | -      |   |              |  | 37     |              | 
|·Euro
    (EUR)                                                                                                                                      |  |              | -      |   |              |  | 49     |              | 
|·South
    African rand (ZAR)                                                                                                                        |  |              | 3,997  |   |              |  | 5,964  |              | 
|·British
    pound (GBP)                                                                                                                             |  |              | -      |   |              |  | 74     |              | 
|·Australian
    Dollar (AUD)                                                                                                                         |  |              | 34     |   |              |  | 33     |              | 
|                                                                                                                                                     |  |              |        |   |              |  |        |              | 
|Trade and other payables includes balances denominated in:                                                                                           |  |              |        |   |              |  |        |              | 
|·Euro
    (EUR)                                                                                                                                      |  |              | (2,628 | ) |              |  | (7,343 | )            | 
|·South
    African rand (ZAR)                                                                                                                        |  |              | (7,486 | ) |              |  | (9,042 | )            | 
|·British
    pound (GBP)                                                                                                                             |  |              | (125   | ) |              |  | (300   | )            | 
|·Australian
    Dollar (AUD)                                                                                                                         |  |              | (454   | ) |              |  | (856   | )            | 



The group’s exposure to foreign
currency arises where a company holds monetary assets and liabilities denominated in a currency different to the functional currency
of the holder of the instrument which is the U.S. dollar. The following table shows the impact of a 10% change in the U.S.
dollar on profit and equity arising as a result of the revaluation of the group’s foreign currency financial instruments.
Exposure to CFA and GBP has not been sensitized as their values are immaterial.



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|                              |  | Closing exchange
    rate |        |  | Effect of 10%
    strengthening of US$ on net earnings and equity | 
|----------------------------- |  | ------------------------- | ------ |  | ----------------------------------------------------------------- | 
|At December 31, 2013          |  |                           |        |  |                                                                   | 
|·Australian
    Dollar (AUD)  |  |                           | 1.1260 |  |                                                                   | 
|·Euro
    (EUR)               |  |                           | 0.7255 |  |                                                                   | 
|·South
    African rand (ZAR) |  |                           | 10.466 |  |                                                                   | 
|                              |  |                           |        |  |                                                                   | 
|At December 31, 2012          |  |                           |        |  |                                                                   | 
|·Australian
    Dollar (AUD)  |  |                           | 0.9642 |  |                                                                   | 
|·Euro
    (EUR)               |  |                           | 0.7567 |  |                                                                   | 
|·South
    African rand (ZAR) |  |                           | 8.4875 |  |                                                                   | 
|                              |  |                           |        |  |                                                                   | 
|At December 31, 2011          |  |                           |        |  |                                                                   | 
|·Australian
    Dollar (AUD)  |  |                           | 0.9829 |  |                                                                   | 
|·Euro
    (EUR)               |  |                           | 0.7723 |  |                                                                   | 
|·South
    African rand (ZAR) |  |                           | 8.1421 |  |                                                                   | 



The sensitivities are based on financial
assets and liabilities held at December 31, where balances were not denominated in the functional currency of the group. The sensitivities
do not take into account the group’s income and costs and the results of the sensitivities could change due to other factors
such as changes in the value of financial assets and liabilities as a result of non-foreign exchange influenced factors.



Interest
rate and liquidity risk



Fluctuations in interest rates
impact on the value of short-term cash investments and interest payable on financing activities, giving rise to
interest-rate risk. In the ordinary course of business, the group receives cash funding from their joint venture
partners, Randgold Resources (Kibali) Ltd and AngloGold Ashanti Holdings plc in  proportion to their respective percentage interests.
The group received cash from its operations from the last quarter in 2013, following the commencement of production at
the Kibali gold mine. The group is required to fund working capital and capital expenditure requirements with the funding and
cash received. The drawdowns of any funds are subject to the approval of the Annual budget and Business plan by the board of
directors.



The group has in the past been able to
actively source financing through shareholder loans and third-party loans. The finance lease entered into bears a fixed
rate of interest.



The group is able to actively source financing
at competitive rates. The counterparts are financial and banking institutions of good credit standing. The directors believe
that the working capital resources, by way of internal sources and banking facilities, are sufficient to the group’s
currently foreseeable future business requirements.



|$000                       |  | Amount |       |  | Effective ratefor the year % | 
|-------------------------- |  | ------ | ----- |  | ---------------------------- | 
|Cash and cash equivalents: |  |        |       |  |                              | 
|All less than 90 days      |  |        | 4,681 |  |                              | 



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The other financial instruments of the
group that are not included in the table above are fixed interest or non-interest bearing and are therefore not subject
to interest-rate risk.



Concentration
of credit risk



The group’s cash balances do
not give rise to a concentration of credit risk because they deal with a variety of major financial institutions. Its
receivables are regularly monitored and assessed. Receivables are impaired when it is probable that amounts outstanding are
not recoverable as set out in the accounting policy note for receivables. Gold bullion, the group’s principal product,
is produced in the Democratic Republic of Congo. The gold produced is sold to the largest accredited gold refinery in the
world. Credit risk is further managed by regularly reviewing the financial statements of the refinery. The group is further
not exposed to significant credit risk on gold sales, as cash is received within a few days of the sale taking place. While
not a financial asset for IFRS 7, included in receivables is a TVA balance of US$ 81 million (2012: US$47 million;
2011: US$ Nil million) (refer to Note 11) that was past due but not impaired, given the receipts obtained during the
year. This can hold some credit risk for the group.



Capital
risk management



The group’s objectives when managing
capital are to safeguard its ability to continue as a going concern in order to provide future returns for shareholders and benefits
for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust
the capital structure, the group issues new shares (by way of funding from the joint venture partners) or will make use
of internal loans. Consistent with others in the industry, the group monitors capital on the basis of the gearing ratio. This
ratio is calculated as net debt (net cash) divided by total capital. Net debt is calculated as total borrowings (including borrowings
and trade and other payables, as shown in the statement of financial position) less cash and cash equivalents. Total capital is
calculated as equity, as shown in the statement of financial position, plus net debt.



|($000)                                     |  | Dec. 31,2013 |           |   | Dec. 31,2012 |  |           | Dec. 31,2011 | 
|------------------------------------------ |  | ------------ | --------- | - | ------------ |  | --------- | ------------ | 
|Capital risk management                    |  |              |           |   |              |  |           |              | 
|Total borrowings (note 17 and 19)          |  |              | 150,156   |   |              |  | 120,967   |              | 
|Less:  cash and cash equivalents (note 14) |  |              | (4,681    | ) |              |  | (11,913   | )            | 
|Net debt                                   |  |              | 145,475   |   |              |  | 109,054   |              | 
|Total equity                               |  |              | 2,457,463 |   |              |  | 1,567,907 |              | 
|Total capital                              |  |              | 2,602,938 |   |              |  | 1,676,961 |              | 
|Gearing ratio                              |  |              | 6         | % |              |  | 7         | %            | 



Maturity
analysis



The following table analyzes the group’s
financial liabilities into the relevant maturity groupings based on the remaining period from the Statement of Financial Position
to the contractual maturity date.



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|                                            |  | Trade and otherpayables |        |  | Borrowings |  |        | Expected Futureinterest payments | 
|------------------------------------------- |  | ----------------------- | ------ |  | ---------- |  | ------ | -------------------------------- | 
|At December 31, 2013                        |  |                         |        |  |            |  |        |                                  | 
|Financial liabilities                       |  |                         |        |  |            |  |        |                                  | 
|Within 1 year in demand                     |  |                         | 91,126 |  |            |  | 5,600  |                                  | 
|Later than 1 year and no later than 5 years |  |                         | -      |  |            |  | 22,816 |                                  | 
|After 5 years                               |  |                         | -      |  |            |  | 30,614 |                                  | 
|Total                                       |  |                         | 91,126 |  |            |  | 59,030 |                                  | 
|                                            |  |                         |        |  |            |  |        |                                  | 
|At December 31, 2012                        |  |                         |        |  |            |  |        |                                  | 
|Financial liabilities                       |  |                         |        |  |            |  |        |                                  | 
|Within 1 year in demand                     |  |                         | 49,703 |  |            |  | 17,876 |                                  | 
|Later than 1 year and no later than 5 years |  |                         | -      |  |            |  | 19,839 |                                  | 
|After 5 years                               |  |                         | -      |  |            |  | 33,549 |                                  | 
|Total                                       |  |                         | 49,703 |  |            |  | 71,264 |                                  | 
|                                            |  |                         |        |  |            |  |        |                                  | 
|At December 31, 2011                        |  |                         |        |  |            |  |        |                                  | 
|Financial liabilities                       |  |                         |        |  |            |  |        |                                  | 
|Within 1 year in demand                     |  |                         | 6,753  |  |            |  | 9,136  |                                  | 
|Later than 1 year and no later than 5 years |  |                         | -      |  |            |  | -      |                                  | 
|After 5 years                               |  |                         | -      |  |            |  | 201    |                                  | 
|Total                                       |  |                         | 6,753  |  |            |  | 9,337  |                                  | 



| | 23. | FAIR
                                         VALUE OF FINANCIAL INSTRUMENTS
| | --- | ----------------------------------------------------------------------------



The following table shows the carrying
amounts and the fair values of the group’s financial instruments outstanding at December 31, 2013, 2012 and 2011. The fair
value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between
willing parties, other than in a forced or liquidation sale.



|                                                           |  | Carrying amount    |  |  | Fair Value | 
|---------------------------------------------------------- |  | ------------------ |  |  | ---------- | 
|As at December 31, 2013                                    |  |                    |  |  |            | 
|Available for sale financial asset Categorized as level 1* |  |                    |  |  |            | 
|Available for sale financial asset                         |  | Available for sale |  |  | 146        | 



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|                                                           |  | Carrying amount    |  |  | Fair Value | 
|---------------------------------------------------------- |  | ------------------ |  |  | ---------- | 
|As at December 31, 2012                                    |  |                    |  |  |            | 
|Available for sale financial asset Categorized as level 1* |  |                    |  |  |            | 
|Available for sale financial asset                         |  | Available for sale |  |  | 945        | 
|                                                           |  |                    |  |  |            | 
|As at December 31, 2011                                    |  |                    |  |  |            | 
|Available for sale financial asset Categorized as level 1* |  |                    |  |  |            | 
|Available for sale financial asset                         |  | Available for sale |  |  | 1,309      | 
|                                                           |  |                    |  |  |            | 



No derivative financial instruments currently
exist.



* Level 1: fair values are
derived from quoted market prices for identical assets from an active market for which an entity has immediate access.



Estimation
of fair values



Trade
and other receivables, trade and other payables, cash and cash equivalents, bank overdrafts loans to and from related parties.



The carrying amounts are a reasonable estimate
of the fair values because of the short maturity of such instruments.



Long-term and short-term borrowings



The carrying amount is a reasonable
estimate of the fair value because of the short maturity of such instruments, interest bearing nature, and other
terms of the agreement.





| | 24. | CASH
                                         FLOW FROM OPERATING ACTIVITIES
| | --- | ----------------------------------------------------------------------------



|($000)                                                |  | Dec. 31,2013 |          |   | Dec. 31,2012 |  |         | Dec. 31,2011 | 
|----------------------------------------------------- |  | ------------ | -------- | - | ------------ |  | ------- | ------------ | 
|Profit/(loss) before income taxation                  |  |              | 52,828   |   |              |  | (3,756  | )            | 
|Adjustments for:                                      |  |              |          |   |              |  |         |              | 
|Interest received                                     |  |              | (3,966   | ) |              |  | (1,448  | )            | 
|Finance cost                                          |  |              | 1,136    |   |              |  | 14      |              | 
|Share of profits of equity accounted joint venture    |  |              | (136     | ) |              |  | (54     | )            | 
|Depreciation                                          |  |              | 21,542   |   |              |  | 6,808   |              | 
|Capitalized depreciation                              |  |              | (6,679   | ) |              |  | (4,587  | )            | 
|Unwinding of rehabilitation provision                 |  |              | 116      |   |              |  | -       |              | 
|                                                      |  |              | 64,841   |   |              |  | (3,023  | )            | 
|Effects of changes in operating working capital items |  |              |          |   |              |  |         |              | 
|Receivables                                           |  |              | (74,830  | ) |              |  | (76,770 | )            | 
|Inventories                                           |  |              | (106,670 | ) |              |  | (5,023  | )            | 
|Trade
    and other payables                          |  |              | 45,434   |   |              |  | 43,987  |              | 
|Cash (used in)/generated from operations              |  |              | (71,225  | ) |              |  | (40,829 | )            | 



Non-cash items include a
finance lease liability movement of US$4.7 million (2012: US$59.1 million) (2011: US$ Nil), finance lease assets movement of
US$4.3 million (2012: US$58.1 million) (2011: US$ Nil) and changes in rehabilitation provision estimates of US$3.4 million
(2012: US$4.7 million) (2011: US$ Nil).



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| | 25. | COMMITMENTS
                                         AND CONTINGENT LIABILITIES
| | --- | -------------------------------------------------------------------------------



Capital expenditure contracted for at statement
of financial position date but not yet incurred is:



|                              |  | Dec. 31,2013 |        |  | Dec. 31,2012 |  |         | Dec. 31,2011 | 
|----------------------------- |  | ------------ | ------ |  | ------------ |  | ------- | ------------ | 
|Property, plant and equipment |  |              | 32,931 |  |              |  | 241,801 |              | 



| | 26. | INVESTMENT
                                         IN JOINT VENTURE
| | --- | --------------------------------------------------------------------



Set out below is the summarized financial
information for KAS 1 Limited which is accounted for using the equity method (amounts stated at 100% before intercompany eliminations)



|($000)                                                   | Dec. 31,
        2013 | Dec. 31,
        2012 | Dec. 31,
        2011
|-------------------------------------------------------- | --------------------- | --------------------- | ---------------------
|Summarized statement of financial
    position           |                       |                       |                      
|Current                                                  |                       |                       |                      
|Cash and cash equivalents                                | 5,512                 | -                     | -                    
|Other current assets (excluding
    cash)                | 3,163                 | -                     | -                    
|Total current assets                                     | 8,675                 | -                     | -                    
|Financial liabilities (excluding
    trade payables)     | -                     | -                     | -                    
|Other current liabilities (including
    trade payables) | (15,445)              | (1,880)               | -                    
|Total current liabilities                                | (15,445)              | (1,880)               | -                    
|Non-current                                              |                       |                       |                      
|Assets                                                   | 58,184                | 51,880                | -                    
|Financial liabilities                                    | (51,383)              | (49,893)              | -                    
|Other liabilities                                        | -                     | -                     | -                    
|Total non-current liabilities                            | (51,383)              | (49,893)              | -                    
|Net assets                                               | 30                    | 107                   | -                    



|Summarized statement
    of comprehensive income                                                                                                                               |         |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------- | ------- | -
|Operating loss                                                                                                                                                                 | -       | (5)     | -
|Depreciation and amortization                                                                                                                                                  | -       | -       | -
|Interest income                                                                                                                                                                | 4,500   | 1,800   | -
|Interest expense                                                                                                                                                               | (4,227) | (1,688) | -
|Profit before tax                                                                                                                                                              | 273     | 107     | -
|Income tax                                                                                                                                                                     | -       | -       | -
|Post-tax profit                                                                                                                                                                | 273     | 107     | -
|Other comprehensive income                                                                                                                                                     | -       | -       | -
|Total comprehensive income                                                                                                                                                     | 273     | 107     | -
|Dividends received from joint venture                                                                                                                                          | 350     | -       | -
|Reconciliation of the summarized
    financial information presented to the carrying amount of the group’s interest in KAS 1 Limited joint ventureOpening net assets January 1 | 107     | -       | -
|Profit for the period                                                                                                                                                          | 273     | 107     | -
|Other comprehensive income                                                                                                                                                     | -       | -       | -
|Dividends received                                                                                                                                                             | (350)   | -       | -
|Funding advanced                                                                                                                                                               | -       | -       | -
|Closing net assets                                                                                                                                                             | 30      | 107     | -
|Interest in joint venture at 50.1%                                                                                                                                             | 15      | 54      | -
|Funding classified as long-term
    debt by joint venture recorded in ‘other investments in joint ventures’                                                                    | 29,076  | 27,237  | -
|Carrying value                                                                                                                                                                 | 29,091  | 27,291  | -



The 50.1% in KAS 1 Limited has
been treated as a joint venture, as it provides the group with interests in the net assets of the company, rather than an interest
in the underlying assets and obligations. The company is jointly controlled with DTP Terrassement. Income and expenses are
not disclosed in respect of KAS 1 Limited as neither the net profit nor individual line items are material. KAS 1 Limited
is not a material segment of the group and is therefore included in ‘corporate ’ in Note 21.



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| | 27. | RELATED
                                         PARTIES AND RELATED PARTY TRANSACTIONS
| | --- | ---------------------------------------------------------------------------------------



|Related parties                           | Nature of relationship                                                    
|----------------------------------------- | --------------------------------------------------------------------------
|Société des Mines de Loulo SA             | Entity under common control (subsidiary
    of Randgold Resources Limited)
|Société des Mines de
    Tongon SA        | Entity under common control (subsidiary
    of Randgold Resources Limited)
|Rand Refinery (Pty) Limited               | Associate of AngloGold Ashanti Limited                                    
|AngloGold Ashanti Holdings plc            | Joint Venture partner                                                     
|Sokimo (Société minière
    de Kilo Moto) | Government interest in Kibali                                             
|KAS 1 Limited                             | Joint Venture of Randgold Resources Limited                               
|Isiro (Jersey) Limited                    | Joint Venture of Randgold Resources Limited                               
|KGL Isiro SARL                            | Subsidiary of Isiro (Jersey) Limited                                      



|($000)                                                                     |  | Dec. 31,2013 |         |   | Dec. 31,2012 |  |         | Dec. 31,2011 | 
|-------------------------------------------------------------------------- |  | ------------ | ------- | - | ------------ |  | ------- | ------------ | 
|Related party transactions                                                 |  |              |         |   |              |  |         |              | 
|Management fee paid to Randgold Resources Limited                          |  |              | 4,172   |   |              |  | 4,116   |              | 
|Gold sales to Rand Refinery (Pty) Limited                                  |  |              | 109,229 |   |              |  | -       |              | 
|Interest received from Sokimo                                              |  |              | 925     |   |              |  | 416     |              | 
|Shareholders interest received from KAS 1 Limited                          |  |              | 2,113   |   |              |  | 845     |              | 
|Interest incurred to KAS 1 Limited on the finance lease liability          |  |              | 4,495   |   |              |  | 1,825   |              | 
|Amounts included in trade and other receivables owing by related parties   |  |              |         |   |              |  |         |              | 
|Rand Refinery (Pty) Limited                                                |  |              | 17,006  |   |              |  | -       |              | 
|Loan to Sokimo                                                             |  |              | 13,696  |   |              |  | 10,619  |              | 
|Loan to KAS 1 Limited                                                      |  |              | 29,076  |   |              |  | 27,237  |              | 
|Loan to Randgold Resources Limited                                         |  |              | 267     |   |              |  | -       |              | 
|Loan to KGL Isiro SARL                                                     |  |              | 214     |   |              |  | -       |              | 
|Amounts included in loans and borrowings owing to and from related parties |  |              |         |   |              |  |         |              | 
|Loan from Randgold Resources Limited                                       |  |              | (1,080  | ) |              |  | (6,589  | )            | 
|Finance lease liability with KAS 1 Limited                                 |  |              | (57,749 | ) |              |  | (59,094 | )            | 
|Loan from Société des Mines de Loulo SA                                    |  |              | (23     | ) |              |  | -       |              | 
|Loan from Société des Mines de Tongon SA                                   |  |              | (178    | ) |              |  | -       |              | 



Sokimo has a 10% interest in the company
Kibali Goldmines Sprl, a subsidiary of the group.



It is the obligation of the joint venture
parties, Randgold Resources (Kibali) Limited and AngloGold Ashanti Holdings plc, (joint venture partners) to fund Kibali
for operating costs, capital costs and other costs in proportion to their respective percentage interests in Kibali Goldmines.
These costs are in accordance with the Kibali Joint Venture Agreement.



The finance lease liability due to KAS
1 Limited is in respect of the equipment which has been transferred to the group under an installment sale agreement. Kibali
(Jersey) Limited has a 50.1% shareholding in KAS 1 Limited.



Refer to Notes 11 and 17 for the details
of loans to and from related parties.



No remuneration of Key Management was paid
by Kibali (Jersey) Limited group in the period. Key Management is considered to be the Board of Directors of Kibali (Jersey) Limited.



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| | 28. | SUBSIDIARIES
                                         AND TRANSACTIONS WITH NON-CONTROLLING INTERESTS
| | --- | -----------------------------------------------------------------------------------------------------



The consolidated financial statements
include the accounts of the company and all of its subsidiaries and jointly controlled entities at December 31, 2013. The
parent company, the principal subsidiaries and their interests are:



|                          |  |                                         |  | % of interest |     
|------------------------- |  | --------------------------------------- |  | ------------- | ----
|Company                   |  | Kibali (Jersey) Limited                 |  |               |     
|Subsidiary                |  | Moto Goldmines Limited                  |  |               | 100 
|Subsidiary                |  | Border Energy (Pty) Limited             |  |               | 100 
|Subsidiary                |  | Border Energy East Africa (Pty) Limited |  |               | 100 
|Subsidiary                |  | Moto (Jersey) 1 Limited                 |  |               | 100 
|Subsidiary                |  | Moto (Jersey) 2 Limited                 |  |               | 100 
|Subsidiary                |  | Kibali 2 (Jersey) Limited               |  |               | 100 
|Subsidiary                |  | Kibali Coöperatief U.A.                 |  |               | 100 
|Subsidiary                |  | 0858065 B.C. Limited                    |  |               | 100 
|Subsidiary                |  | Moto Goldmines Australia Pty Limited    |  |               | 100 
|Subsidiary                |  | Kibali Goldmines Sprl                   |  |               | 90  
|Jointly controlled entity |  | KAS 1 Limited                           |  |               | 50.1



Kibali Goldmines Sprl, whose principal
place of business is in DRC, has a non-controlling shareholder interest of 10%. Please refer to Note 21 for the amounts
disclosed for this subsidiary in the DRC segment, which have been included in this consolidation before intercompany eliminations.



| | 29. | SUBSEQUENT
                                         EVENTS
| | --- | ----------------------------------------------------------



No significant subsequent events requiring
disclosure or adjustment occurred.





| | 30. | OTHER
                                         INFORMATION
| | --- | ----------------------------------------------------------



The company is a private
company limited by shares, incorporated in Jersey with its registered office at 3rd Floor, Unity Chambers, 28 Halkett
Street, St. Helier, JE2 4WJ. The company’s principal activity is the funding, operation and management of the Kibali
gold mine in the DRC.



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Schedule II – Valuation
and Qualifying Accounts



|                                             |  | Balance atbeginning ofperiod |     |  | Charged tocosts andexpenses |  |     | Amountswritten off asuncollectible |  |  | Unusedamountsreversed |   |  | Balance at endof period |  
|-------------------------------------------- |  | ---------------------------- | --- |  | --------------------------- |  | --- | ---------------------------------- |  |  | --------------------- | - |  | ----------------------- | -
|Year ended December 31, 2013                 |  |                              |     |  |                             |  |     |                                    |  |  |                       |   |  |                         |  
|Valuation allowance for impaired receivables |  |                              | -   |  |                             |  | -   |                                    |  |  | -                     |   |  |                         | -
|Year ended December 31, 2012 (restated)      |  |                              |     |  |                             |  |     |                                    |  |  |                       |   |  |                         |  
|Valuation allowance for impaired receivables |  |                              | -   |  |                             |  | -   |                                    |  |  | -                     |   |  |                         | -
|Year ended December 31, 2011(restated)       |  |                              |     |  |                             |  |     |                                    |  |  |                       |   |  |                         |  
|Valuation allowance for impaired receivables |  |                              | 1.1 |  |                             |  | 3.2 |                                    |  |  | (4.3                  | ) |  |                         | -



S-1