CENTRAL RAND GOLD LIMITED - RESULTS OF ANNUAL GENERAL MEETING

Release Date: 01/07/2014 14:00:00      Code(s): CRD       PDF(s):  

RESULTS OF ANNUAL GENERAL MEETING

Central Rand Gold Limited
(Incorporated as a company with limited liability under the laws of Guernsey,
Company Number 45108)
(Incorporated as an external company with limited liability under the laws of South Africa,
Registration number 2007/0192231/10)
ISIN: GG00B92NXM24
LSE share code: CRND    JSE share code: CRD
("Central Rand Gold" or the “Company”)


RESULTS OF ANNUAL GENERAL MEETING


Shareholders are hereby advised that at the Annual General Meeting
(“AGM”) of Central Rand Gold held at 11:00am on Tuesday, 1 July 2014
(UK time), all resolutions put to the meeting were passed by
shareholders by poll.

At the AGM the following resolutions were put to the meeting as
ordinary resolutions:

1. To receive and consider the Company's annual accounts for the
   financial year ended 31 December 2013 together with the
   directors' and auditors' reports on the annual accounts.
2. To appoint KPMG LLP as auditors to the Company to hold office
   from the conclusion of the meeting until the conclusion of the
   next meeting at which accounts are laid before the Company and to
   authorise the directors to fix their remuneration.
3. To elect Mr Nathan Taylor as a non-executive director of the
   Company.
4. To elect Mr Jason Hou as a non-executive director of the Company.
5. To elect Mr Allen Phillips as an independent non-executive
   director of the Company.
6. As Mr Patrick Malaza resigned as a director of the Company after
   the Company issued its notice of AGM, ordinary resolution number
   6 to re-elect Mr Patrick Malaza as a director of the Company
   was withdrawn.
7. To approve the Directors Remuneration Report for the financial
   year ended 31 December 2013.

The following resolution was put to the meeting as an extraordinary
resolution:

8. The directors be and are hereby empowered to allot equity
   securities wholly for cash pursuant to the authority conferred by
   Article 4.1 and Article 10.6 of the Articles as if Article 10.1
   of the Articles did not apply to any such allotment, provided
   that this power shall be limited to the allotment of equity
   securities:

  (a)   in connection with an offer of such securities by way of
        rights to holders of shares in proportion (as nearly as may
        be practicable) to their respective holdings of such shares,
        but subject to such exclusions or other arrangements as the
        directors may deem necessary or expedient in relation to
        fractional entitlements or any legal or practical problems
        under the laws of any territory, or the requirements of any
        regulatory body or stock exchange or otherwise; and

  (b)   otherwise than and in addition to pursuant to sub-paragraph
        (a) of this resolution up to a maximum aggregate nominal
        amount equal to £112,771.21 (being approximately 15 per cent
        of the issued share capital of the Company as at 30 May
        2014),

  and provided that this authority shall expire on the 15 month
  anniversary of the date of this resolution or on the conclusion
  of the Company’s next annual general meeting if earlier save that
  the Company may, before such expiry, make an offer or agreement
  which would or might require equity securities to be allotted
  after such expiry and the directors may allot equity securities
  in pursuance of any such offer or agreement notwithstanding that
  the power conferred hereby has expired and in this resolution the
  expression ‘‘equity securities’’ and references to the “allotment
  of equity securities” shall bear the same respective meanings as
  in Article 1.1 of the Articles.

The proxy votes cast before the meeting in respect of the individual
resolutions were as follows:

     ORDINARY                FOR           AGAINST         WITHHELD
     RESOLUTIONS
1.   To receive the 2013     36 305 541    47 864          460
     Annual Report and
     Accounts
2.   To appoint KPMG LLP     36 353 865    0               0
     as auditors to the
     Company and to
     authorise the
     directors to fix
     their remuneration
3.   To elect Mr Nathan      12 314 701    47 864          23 991 300
     Taylor as a director
4.   To elect Mr Jason Hou   12 314 701    47 864          23 991 300
     as a director.
5.   To elect Mr Allen       36 353 865    0               0
     Philips as a director
7    To approve the          36 270 001    79 864          4 000
     Directors’
     Remuneration
     EXTRAORDINARY
     RESOLUTIONS
8.   To disapply pre-        30 897 609    5 456 256       0
     emption rights


The Notice of Annual General meeting is available on the Company’s
website at www.centralrandgold.com.

For further information, please contact:
Central Rand Gold                              +27 (0) 87 310 4400
Johan du Toit / Nathan Taylor

Charles Stanley Securities Limited             +44 (0) 20 7149 6478
Marc Milmo / Mark Taylor

Merchantec Capital                             +27 (0) 11 325 6363
Monique Martinez / Marcel Goncalves

Buchanan                                       +44 (0) 20 7466 5000
Bobby Morse / Louise Mason

Jenni Newman Public Relations                  +27 (0) 11 506 7351
Proprietary Limited
Jenni Newman

Johannesburg
1 July 2014

Sponsor
Merchantec Capital

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